A. Borrower has requested Lender to make loans to Borrower for business purposes.

B. Lender is willing to make such loans to Borrower, on the terms and conditions set forth in the Agreement, and Borrower agrees to make the payments required by this Agreement and to comply with the other terms and conditions of this Agreement.

1. Lender shall , from time to time at the request of Borrower, advance sums to Borrower so long as : (a) no Overadvance exists before the requested advance (each, an “Advance” and collectively, “Advances”) or would be created by such Advance ( with an “Overadvance” to exist when the principal balance of all outstanding Advances plus any applicable reserves exceeds the Allowable Amount , as defined below), and (b) no Event of Default exists or is reasonably anticipated by Lender to occur .  The “Allowable Amount” means the lesser of (a) Two Million and 00/100 Dollars ( $2,000,000.00 ) (the “Maximum Amount”), or (b) the Borrowing Base, with the “Borrowing Base” meaning the sum of (i) eighty-five percent ( 85 %) of the Net Face Amount of Domestic Prime Accounts (both as defined in Paragraph 2 ), but in any event not in an aggregate amount in excess of Two Million and 00/100 Dollars ( $2,000,000.00 ) (the “ Domestic A/R Borrowing Base”), plus (ii) -----n/a----- percent ( ----------n/a---------- %) of the Current Market Cost (as defined in Paragraph 3 ) of raw materials that constitute Eligible Inventory (as defined in Paragraph 3 ), and thirty-five percent ( 35 %) of the Current Market Cost of finished goods that constitute Eligible Inventory, but in any event not in an aggregate amount in excess of the lesser of Three Hundred Thousand and 00/100 Dollars ($ 300,000.00 )   or fifty percent ( 50 %) of the aggregate sum of the Net Face Amount of Domestic Prime Accounts and Canadian Prime Accounts  ( as defined below in Paragra p h 2 )   (the “Inventory Borrowing Base”) ,   plus (iii) fifty percent (50%) of the Net Face Amount of Canadian Prime Accounts , but in any event not in an aggregate amount in excess of Three Hundred Thousand and 00/100 Dollars ($300,000.00) (the “Canadian A/R Borrowing Base”) .  Amounts borrowed may be repaid and, subject to the terms of this Agreement, reborrowed at any time during the term of this Agreement.  Borrower shall be permitted to draw all available Advances   in the following priority: (a) first, all Advances available under the Domestic A/R Borrowing Base shall be drawn prior to drawing any available Advances under the Inventory Borrowing Base or the Canadian A/R Borrowing Base , (b) second, all Advances available under the Inventory Borrowing Base shall be drawn prior to drawing any available Advances under the Canadian A/R Borrowing Base , and (c) last, all Advances available under the Canadian A/R Borrowing Base may be drawn .  At such time that amounts advanced under the Domestic A/R Borrowing Base have been paid in full, with no further intention on the part of Lender to make further advances, or on the part of Borrower to obtain further advances, amounts advanced under the Inventory Borrowing Base and Canadian A/R Borrowing Base shall also be due and payable in full.  Amounts available under this Agreement shall be advanced prior to amounts available under any other agreement with Lender, unless Lender deems otherwise.  To the extent Borrower uses Advances under this Agreement to purchase Collateral (as defined in Paragraph 10 ), Borrower’s repayment of the Advances shall apply on a “first-in first-out” basis so that the portion of the Advances used to purchase a particular item of Collateral shall be paid in the chronological order in which Borrower purchased the Collateral.  Lender may, in its sole discretion, from time to time, reduce the above percentages or institute reserves against the Borrowing Base including, without limitation, under circumstances that Lender determines in good faith that: the dilution rate of Accounts (as defined in Paragraph 10 ) for any period has or may be reasonably anticipated to increase in any material respect; the general creditworthiness of one or more account debtors has declined; the number of days of turnover of Inventory (as defined in Paragraph 10 ) for any period has increased in any material respect; the liquidation value of Eligible Inventory, or any category thereof, has decreased; cost or count variances exist or are anticipated to exist with respect to Inventory; or the nature and quality of Inventory has deteriorated.

1) As used in this Agreement, “Net Face Amount” shall mean with respect to an Account, the gross face amount of such Account less all trade discounts or other deductions to which the account debtor is entitled.  “Domestic Prime Accounts” shall mean Accounts created by Borrower which:  are acceptable to Lender in its

sole discretion;  are creditworthy, and not owing from account debtors that have failed, are insolvent, out of business, or who are subject to a voluntary or involuntary insolvency proceeding;  are subject to a perfected security interest held by Lender;  have been delivered to Lender in such a manner as Lender may require, including being presented with a “Report of Assignments” or such other procedural requirement established by Lender pursuant to this Agreement or in a procedure manual or otherwise;  as of the date of determination, are not more than sixty  ( 60 ) days past due or remain uncollected more than ninety  ( 90 ) days from the date of each invoice;   have been created by absolute sales of Borrower’s merchandise or service, are genuine, bona fide and collectible, and Borrower has good, unencumbered and absolute title thereto, free of any third party claims and liens;  are not subject to any dispute, right of offset (other than offsets for trade spend, promotional allowances or bill-backs with such account debtor in the ordinary course of business), claim, cross claim, counterclaim, defense or right of cancellation or return;  at the time of delivery or transmission to Lender, all property (and/or services) giving rise to such Accounts will have been delivered (from Premises (as defined below) in the United States, or in the case of Canadian Prime Accounts (as defined below), from Premises in Canada)) to, and/or performed, as applicable, and unconditionally accepted by, each account debtor, and such property shall not have been placed on consignment, guaranteed sale, sale or return, sale on approval, or other terms by which payment by the account debtor is conditional;  Borrower has fully performed as required by the terms of all agreements or purchase orders giving rise to such Account;  are due and unconditionally payable on terms of thirty  ( 30 ) days or less, or on such other terms (as are acceptable to Lender) which are expressly set forth on the face of all invoices, copies of which shall be delivered to Lender;   do not consist of progress billings, bill and hold invoices or retainage invoices;  neither the account debtor nor any officer, employee or agent of the account debtor with respect to such Accounts is an officer, employee or agent of or affiliated with Borrower directly or indirectly by virtue of family membership, ownership, control, management or otherwise, nor are any such Accounts owing from account debtors to whom Borrower is or may become liable to for goods or services rendered by such account debtors to Borrower;  the account debtors with respect to such Accounts are not any foreign government, the United States of America, any State or any political subdivision, department, agency or instrumentality thereof;   from a single account debtor and its affiliates do not in the aggregate constitute more than twenty-five percent ( 25 %) of all otherwise Prime Accounts (but the portion of such Accounts not in excess of such percentage may be deemed Prime Accounts);  are not owed by any account debtor whose Accounts that have aged ninety  ( 90 ) days or more from invoice date comprise more than twenty-five percent ( 25 %) of such account debtor’s total Accounts; and   are not Accounts with respect to which the account debtor is a resident of a country other than the United States of America except for Canadian Prime Accounts (as defined below) and as Lender may consent in its sole discretion; and  strictly comply with all Borrower’s warranties and representations to Lender (including those set forth in Paragraph (15) ).  “Canadian Prime Accounts” shall mean Accounts created by Borrower owing from Canadian account debtors that satisfy all requirements of Domestic Prime Account except that such account debtors are residents of Canada and, [***] shall not in the aggregate constitute more than of the sum all otherwise Domestic Prime Account and Canadian Prime Accounts (but the portion of such Accounts not in excess of such percentage may be deemed Canadian Prime Accounts).  Any Accounts that are not Domestic Prime Accounts or Canadian Prime Accounts shall nevertheless be part of the Collateral.  “Value” shall mean the lower of cost or fair market value.  “Premises” shall collectively mean the Chief Executive Office and ----------See Addendum A---------- Borrower’s additional place(s) of business (individually or collectively, the “Other Locations”).

2. As used in this Agreement, “Current Market Cost” means, as determined by Lender in its sole discretion, the lower of: (a) cost of Inventory, computed on a first-in-first-out basis in accordance with GAAP (as defined in Paragraph 49 ); or (b) market value of Inventory.  “Eligible Inventory” shall mean Inventory that meets the following criteria: (i) Inventory acceptable to Lender, in its sole discretion, for lending purposes; (ii) Inventory held for sale or lease in the ordinary course of Borrower’s business; (iii) Inventory located at Borrower’s Premises (as defined in Paragraph 2 ) (or in transit to or from such Premises) ; provided however, that if any such location is owned by a party other than Borrower, Lender shall have obtained from the owner thereof an agreement relative to Lender’s rights with respect to such Inventory, in form and content satisfactory to Lender if required by Lender ; (iv) Inventory shall be that in which Lender has a first priority, perfected security interest; (v) Inventory shall not be subject to a security interest, lien, or other encumbrance in favor of any other person or entity; (vi) Inventory shall be of good and merchantable quality free from defects, and that is not slow moving, obsolete, returned, perishable, or manufactured under a license agreement unless the licensor (if other than Borrower) has entered into an agreement in form and content satisfactory to Lender; (vii) Inventory shall be owned by, and in the lawful possession or control (provided th at Lender has been advised in advance of any third parties in possession of Inventory under Borrower’s control) of, Borrower; (viii) Inventory shall be that which does not consist of packaging and shipping materials; and (ix) Inventory shall be that which does not consist of supplies used or consumed in Borrower’s business ,   raw materials or work-in-process.  General criteria for Eligible Inventory may be established and revised from time to time by Lender in its sole discretion.  Any Inventory that is not Eligible Inventory shall nevertheless be part of the Collateral.  

3. As used in this Agreement, “Canadian Employee” means any employee, former employee, consultant or contractor providing services in Canada to a Borrower or any of its subsidiaries. “Canadian Employee Benefit s Legislation” means the Canada Pension Plan   (Canada), the Income Tax Act (Canada), the Pension Benefits Standards Act 1985 (Canada), the Employment Insurance Act (Canada), and any equivalent Canadian federal or provincial legislation including, but not limited to, employee benefit legislation in the Province of Alberta ,   British Columbia and Ontario, as amended from time to time.   “Canadian Employee Plans” means all the employee benefit, health, welfare, supplemental unemployment benefit, bonus, pension, profit sharing, retiring allowance, severance, deferred compensation, stock compensation, stock purchase, unit purchase, retirement, life, hospitalization insurance, medical, dental, legal, disability, vacation pay, overtime pay and similar plans or arrangements or practices relating to the employees , former em ployees consultants, or contractors of the Borrower .   “Canadian Pension Plan” means any pension plan required to be registered under the Income Tax Act (Canada) or any Canadian federal or provincial law and or contributed to by a Borrower for its Canadian Employe es or former Canadian Employees but does not include the Canada Pension Plan maintained by the Government of Canada.  “Defined Benefit Plan” means any Canadian Pension Plan which contains a “defined benefit provision”, as defined in subsection 147.1(a) of the Income Tax Act (Canada).  “Person” means natural persons, corporations, limited liability companies, limited partnerships, general partnerships, limited liability partnerships, joint ventures, trusts, land trusts, business trusts, or other organizations, irrespective of whether they are legal entities, and governments and agencies and political subdivisions thereof.

4. Except as provided below, each Advance and Borrower’s total indebtedness to Lender shall be paid by Borrower as follows:  the receipt by, and/or the delivery to, Lender of all payments on Accounts (including deposits relating thereto and collections on cash sales) and proceeds of other Collateral;  the delivery to Lender from time to time on demand, of a sum equal to the Net Face Amount of all Accounts assigned to Lender and which remain uncollected more than ninety  ( 90 ) days from the date of each invoice or which are more than sixty  ( 60 ) days past due.  Notwithstanding the foregoing, in the event that an Overadvance exists (and without affecting Lender’s other rights and remedies), Borrower shall immediately repay the entire Overadvance to Lender without demand unless Lender agrees in writing to the contrary .  In addition, Borrower’s entire unpaid indebtedness, whenever and however created, shall become immediately due and payable upon the occurrence of an Event of Default (as defined in Paragraph 35 ) or in the case of termination, (as set forth in Paragraph 37 ), whether by notice, lapse of time or otherwise, whichever occurs first.  Payments received shall be applied first against fees and costs, if any, then against interest and then against principal , and with any excess cleared funds to be remitted Borrower .  Borrower has continuous on-line internet access to information regarding the Obligations, and such information shall be conclusively presumed to be correct and constitute an account stated unless, within thirty (30) days following any such information first becoming available, Borrower delivers (pursuant to Paragraph 41 ) written objection thereto to Lender.  Borrower acknowledges and agrees that (unless otherwise agreed to by Lender in writing) all Accounts shall be assigned to Lender regardless of whether Advances will be made against same.

5. Advances hereunder shall bear interest, on the average daily outstanding balance, at the rate (the “Rate”) of two percentage point(s) (2 .00 %) per annum (in the case of Advances against the Domestic A/R Borrowing Base or the Canadian A/R Borrowing Base ), and two percentage point(s) (2 .00 %) per annum (in the case of Advances against the Inventory Borrowing Base) over and above the rate announced as the “prime” rate in the Western Edition of the Wall Street Journal which is in effect from time to time (the “Prime Rate”); provided that the Prime Rate shall at all times be deemed to be not less than four percent (4 .00 %) per annum (the “Deemed Prime Rate”) and provided that the minimum amount of interest payable together with the Administrative Fee (as defined in Paragraph 9 ) shall in no event be less than ----------N/A---------- and 00/100 Dollars ($ -----N/A----- ) per month (the “Minimum Monthly Interest Payment”).  In the event that the Prime Rate is changed, the adjustment in the Rate charged shall be made on the day such change occurs.  Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed.  Interest shall be due and payable monthly on the first day of each month, and if not so paid, shall bear interest at the Rate.  Borrower hereby instructs and authorizes Lender (until such time as such instructions are revoked in writing) to charge accrued interest as an Advance under this Agreement.  Notwithstanding anything to the contrary contained in this Agreement, no payment made by check or any other means shall be deemed made until three (3) business days after receipt thereof by Lender, to allow for and subject to, clearance of funds .

6. For the purposes of Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of a 360-day or 365-day year, the yearly rate of interest to which the rate used in such calculation is equivalent to the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360 or 365, as applicable.  The rates of interest under this Agreement are nominal rates, and not effective rates or yields.  The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement.

7. If any provision of this Agreement would oblige a Borrower to make any payment of interest or other amount payable to the Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by the Lender of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by applicable law or so result in a receipt by the Lender of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows:

(a.)

first, by reducing the amount or rate of interest; and

(b.)

thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid which would constitute interest for purposes of section 347 of the Criminal Code (Canada).

8. The following fees/deposits shall apply:

(a.)

Loan Fee –   Prior to the Effective Date (as defined in paragraph 36 below) ,   Borrower agrees to pay Lender a loan fee of three- eighths percent ( 0. 3 75 %) of the Maximum Amount (the “Initial Loan Fee”) ,   with an additional loan fee of three- eighths percent (0. 3 75%) of the Maximum Amount due on July 1, 2014, and with annual loan fee(s) of three-quarters of one percent (0.75%) due every twelve months following the time of the initial Advance hereunder (the “Loan Fee”).

(b.)

Administrative Fee - While any indebtedness remains outstanding pursuant to this Agreement, on or before the first day of each month, Borrower agrees to pay an administrative fee equal to fifteen-hundredths of one percent (0.15%) per month of the average daily outstanding balance during the preceding month (the “Administrative Fee”).  For purposes of computing the average daily outstanding balance during the month and the Administrative Fee payable on account thereof, payments shall be applied as set forth in Paragraphs 5 and 6 above .

(c.)

Good Faith Deposit – Lender has received or will receive a deposit in the amount of Two Thousand Five Hundred and 00/100 Dollars ($2,500.00) (the “Good Faith Deposit”) to be applied against audit fees and expenses and documented actual out of pocket costs incurred by or on behalf of Lender in connection with the transaction that is the subject of this Agreement.  Any unpaid portion of the Good Faith Deposit shall be due and payable at the funding hereof.  In the event that such fees and costs are less than the Good Faith Deposit, any such excess amount will be applied to the Loan Fee, or if the Loan Fee has been paid in full, such excess amount shall be refunded to Borrower.

(d.)

Documentation Fee/Legal Deposit - Lender has received or will receive an additional documentation fee and legal deposit in the amount of Two Thousand Five Hundred and 00/100 Dollars ($2,500.00) to be applied against document preparation and legal fees and documented out-of-pocket costs (the “Documentation Fee/Legal Deposit”).  Any unpaid portion of the Documentation Fee/Legal Deposit shall be due and payable at the funding hereof.  In the event that such fees and costs are less than the Documentation Fee/Legal Deposit, any such excess amount will be applied to the Loan Fee, or if the Loan Fee has been paid in full, such excess amount shall be refunded to Borrower.

(e.)

Audit Fee - Additionally, Borrower shall pay to Lender on demand Periodic audit fees of One Thousand and 00/100 Dollars ($1,000.00) per day, plus actual documented out of pocket costs related to each audit, with audit fees not to exceed the amount of Three Thousand and 00/100 Dollars ($ 3,000.00 ) per year plus actual documented out of pocket costs related to such audit(s) so long as no Event of Default has occurred.

(f.)

Inventory Appraisal Fee – While any: (a) funds are available to Borrower under the Inventory Borrowing Base; or (b) funds that have been advanced under the Inventory Borrowing Base are owing and payable to Lender, Borrower shall pay on demand any fees incurred in connection with periodic inventory appraisal and monitoring fees.  Notwithstanding the foregoing, until and unless the Inventory Borrowing Base is amended to be increased to $500,000 at Borrower’s request and at Lender’s sole discretion, Lender in the absence of an Event of Default shall not perform any Inventory appraisals and Borrower in the absence of an Event of Default shall not be obligated for any appraisal or monitoring fees.

9. This Agreement secures the following  Borrower’s obligations under the Advances and this Agreement;  all of Borrower’s other present and future obligations to Lender;  the repayment of  any amounts that Lender may advance or spend for the maintenance or preservation of the Collateral (as defined hereinbelow); and  any other expenditures that Lender may make under the provisions of this Agreement or for the benefit of Borrower;  all amounts owed under any modifications, renewals or extensions of any of the foregoing obligations whether or not of the nature contemplated at the date hereof;  any of the foregoing that arises after the filing of a petition by or against Borrower under the Bankruptcy Code, even if the obligations do not accrue because of the automatic stay under Bankruptcy Code §362 or otherwise; and  interest on the preceding amounts as agreed between Lender and Borrower, or if no such agreement, at the maximum rate permitted by law (collectively, the “Obligations”).  These Obligations shall be secured by a continuing security interest in all of the personal property and trade fixtures now owned or hereafter acquired by Borrower whether now existing or hereafter arising and wherever located, together with all collateral now or hereafter described in any form UCC-1 (a “UCC-1 Financing Statement”)   (or any financing statement filed under applicable Canadian personal property security laws (a “Canadian PPSA Financing Statement” and together with UCC-1 Financing Statements, “Financing Statements”))   filed against Borrower naming Lender as the secured party, including without limitation,  all Accounts;  all Chattel Paper including without limitation Electronic Chattel Paper;  all Inventory;  all Equipment;  all trade fixtures and all Fixtures if real property collateral is involved;  all Instruments;  all Financial Assets, including without limitation, Investment Property;  all Documents;  all Deposit Accounts;  all Letter of Credit Rights;  all General Intangibles including without limitation copyrights, trademarks, and patents in all countries, Payment Intangibles and Software, and all rights in and to domain names in whatever form, and all derivative URLs;  all Supporting Obligations;  any Commercial Tort Claim listed on any schedule provided herewith or hereafter;  all returned or repossessed goods arising from or relating to any Accounts or Chattel Paper;  all certificates of title and certificates of origin or manufacturers statements of origin relating to any of the foregoing, now owned or hereafter acquired;  all property similar to any of the foregoing hereafter acquired by Borrower;  all ledger sheets, files, records, documents, instruments, and other books and records (including without limitation related electronic data processing Software) evidencing an interest in or relating to the above;  all money, cash or cash equivalents; and  to the extent not otherwise included in the foregoing, all proceeds, products, insurance claims, and other rights to payment and all accessions to, replacements for, substitutions for, and rents and profits of, and noncash proceeds of each of the foregoing (all of the foregoing

collectively, the “Collateral”).  All of the foregoing terms, capitalized or otherwise, shall have the meaning given in the California Uniform Commercial Code, as amended from time to time (the “UCC”) and any term defined in this Agreement by reference to the “UCC” shall also have any extended, alternative or analogous meaning given to such term in applicable Canadian personal property security and other laws (including, without limitation, the Personal Property Security Act of each applicable province of Canada ) , in all cases for the extension, preservation or betterment of the security and rights of the Lender ) .  Notwithstanding any contrary term of this Agreement, Collateral shall not include any waste or other materials that have been or may be designated as toxic or hazardous.  Each new Advance (and all prior Advances, indebtedness or liabilities) shall be covered by this Agreement and all other security agreements that Borrower has then given or caused to be given to Lender.  Except to the extent otherwise provided, this Agreement does not secure any obligation that is secured by a consensual lien on real property.

10. Borrower shall preserve Borrower’s existence and not, in one transaction or a series of related transactions,  merge into or consolidate with any other entity, or sell any of Borrower’s assets (except for sales of Inventory in the ordinary course of business); change the Borrower’s location of organization , change Borrower’s legal name;  relocate its Chief Executive Office or Premises; or  open any new locations unless Borrower  gives thirty (30) days’ prior written notification to Lender; and  executes and delivers, or causes to be executed and delivered, to Lender such agreements, documents, and instruments as Lender may deem reasonably necessary or desirable to protect Lender’s interests in the Collateral at such locations, including without limitation, Financing Statements and waivers with an acknowledgement of Lender’s interest from any landlord, bailee, or warehouseman in form and substance satisfactory to Lender, or as Lender may require as a result of such change.  The Collateral, however, shall not at any time now or hereafter be stored with a landlord, bailee, warehouseman, or similar party without Lender’s prior written consent and Lender’s receipt of the above waivers with an acknowledgement from the third party that it is holding the Collateral for the benefit of Lender.  Notwithstanding the foregoing two sentences, on the Effective Date the only Premises for which Lender requires a landlord, bailee or warehouseman waiver are Borrower’s Chief Executive Office and the two Premises marked with an asterisk on Addendum A.  Borrower shall provide Lender with prompt written notice following Borrower having knowledge of the sale or contemplated sale of the Premises whether owned or leased.  Borrower will cooperate with Lender in obtaining possession or control, where Lender chooses to require possession or control in addition to the filing of Financing S tatement s .  Borrower will cooperate with Lender in obtaining possession or control with respect to Collateral consisting of Deposit Accounts, Investment Property, Letter of Credit Rights, and Electronic Chattel Paper.  If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Lender in a writing signed by Borrower of the general details thereof and grant to Lender in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Lender.

11. As of the Effective Date of this Agreement, Borrower’s exact legal name is as set forth in the first paragraph of this Agreement.  Borrower shall not do business under any name other than Jones Soda Co . (USA) Inc. or   JONES SODA (CANADA) INC.   unless Borrower has provided to Lender evidence it has taken such legal steps required with respect to fictitious or assumed names under the applicable laws of the jurisdictions in which Borrower is located and/or does business.  To that effect, Lender has received acceptable documentation indicating that Borrower will be doing business under the following additional name(s): ----------N/A---------- .

12. In order to induce the Lender to enter into this Agreement, the Borrower makes the following representations and warranties to the Lender which shall be true, correct and complete as of the date hereof: (a) the Borrower has remitted all Canada Pension Plan contributions, provincial pension plan contributions, workers’ compensation assessments, employment insurance premiums, employer health taxes, municipal real estate taxes and other taxes payable under applicable law by them, and, furthermore, have withheld from each payment made to any of its present or former employees, officers and directors, and to all persons who are non-residents of Canada for the purposes of the Income Tax Act (Canada) all amounts required by law to be withheld, including without limitation all payroll deductions required to be withheld and has remitted such amounts to the proper governmental authority within the time required under applicable law; (b) the Borrower does not maintain or contribute to any plan other than statutory plans required by applicable law; (c) the Borrower does not have and is not subject to any present or future obligation or liability under any Canadian Employee Plan and any overtime pay, vacation pay, premiums for unemployment insurance, health and welfare insurance premiums, accrued wages, salaries and commissions, severance pay and employee benefit plan payments have been fully paid by each Borrower or, in the case of accrued unpaid overtime pay or accrued unpaid vacation pay for Canadian Employees, has been accurately accounted for in the books and records of each Borrower; (d) Schedule 13 ( d ) attached to this Agreement (as updated from time to time) lists all the Canadian Pension Plans and Canadian Employee Plans applicable to the Canadian Employees of each Borrower in respect of employment in Canada and which are currently maintained or sponsored by each Borrower or to which each Borrower contributes or has an obligation to contribute, except, for greater certainty, any statutory plans to which each Borrower is obligated to contribute to or comply with under applicable law; (e)   No improvements to any Canadian Pension Plan or any Canadian Employee Plan have been promised and no amendments or improvements to a Canadian Employee Plan will be made or promised by any Borrower before the closing date; (f) no Borrower provides benefits to retired Canadian Employees or to beneficiaries or dependents of retired Canadian Employees; (g) all obligations regarding the Canadian Pension Plans and the Canadian Employee Plans (including current service contributions) have been satisfied, there are no outstanding defaults or violations by any party to any Canadian Pension Plan and any Canadian Employee Plan and no taxes, p enalties or fees are owing or el igible under any of the Canadian Employee Plans; (h) each Canadian Pension Plan and each Canadian Employee Plan is fully funded or fully insured, in the case of a Canadian Pension Plan, as required under the most recent actuarial valuation filed with the applicable governmental authority pursuant to generally accepted actuarial practices and principles.  To the best knowledge of each Borrower , no fact or circumstance exists that could adversely affect the tax-exempt status of a Canadian Pension Plan or Canadian Employee Plan; ( i ) no Borrower: (i)   is a party to any collective bargaining agreement, contract or legally binding commitment to any trade union or employee organization or group in respect of or affecting Canadian Employees; (ii)   is a party to any application,

complaint, grievance, arbitration, or other proceeding under any statute or under any collective agreement related to any Canadian Employee or the termination of any Canadian Employee and there is no complaint, inquiry or other investigation by any regulatory or other administrative authority or agency with regard to or in relation to any Canadian Employee or the termination of any Canadian Employee; and (iii) has engaged in any unfair labor practice, nor is any Borrower aware of any pending or threatened complaint regarding any all eged unfair labor practices; ( j ) t here is no strike, labor dispute, work slow down or stoppage pending or threatened against any Canadian Loan Party and no Canadian Loan Party is currently the subject of any union organization effort or any labor negotiation ; ( k ) a ll contributions, assessments, premiums, fees, taxes, penalties or fines in relation to the Canadian Employees have been duly paid and there is no outstanding liability of any kind in relation to the employment of the Canadian Employees or the termination of empl oyment of any Canadian Employee;   ( l ) the Borrower is in compliance with all requirements of Canadian Employee Benefits Legislation and health and safety, workers compensation, employment standards, labor relations, health insurance, employment insurance, protection of personal information, human rights laws and any Canadian federal, provincial or local counterparts or equivalents in each case, as applicable to the Canadian Employees and as amended from time to time ; ( m ) no Borrower has, maintains, administers, or contributes to any Defined Benefit Plan or has any liability in respect of any Defined Benefit Plan.

13. So long as Borrower is indebted to Lender, Borrower warrants, represents and agrees that: (a) Borrower will cause to be delivered to Lender, promptly upon Lender`s written request, a copy of each Canadian Pension Plan and Canadian Employee Plan and, if applicable, related trust agreements or other funding instruments and all amendments thereto; (b) Borrower shall obtain and provide Lender, upon its request, with written confirmation from the applicable governmental authorities for each Canadian Pension Plan or Canadian Employee Plan that is required to be registered with any governmental authority under Canadian Employee Benefits Legislation.  Borrower shall ensure that each Canadian Pension Plan or Canadian Employee Plan retains its registered status under and is administered in all material respects in accordance with the terms of the applicable Canadian Pension Plan text, funding agreement and Canadian Employee Benefits Legislation; (c) Borrower will cause all reports and disclosures required by any Canadian Pension Plan or applicable Canadian Employee Benefits Legislation to be filed and distributed as required; and (d) Borrower shall perform in all material respects all obligations (including (if applicable), funding, investment and administration obligations) required to be performed by such Borrower in connection with each applicable Canadian Pension Plan and Canadian Employee Plan and the funding therefore; make and pay all current service and, as applicable, special payments relating to solvency deficiencies under each applicable Canadian Pension Plan and pay all premiums required to be made or paid by it in accordance with the terms of each applicable Canadian Employee Plan and Canadian Employee Benefits Legislation and withhold by way of authorized payroll deductions or otherwise collect and pay into the applicable Canadian Pension Plan or Canadian Employee Plan all employee contributions required to be withheld or collected by it in accordance with the terms of each applicable Canadian Pension Plan or Canadian Employee Plan, and Canadian Employee Benefits Legislation; and ensure that, to the extent that such Borrower has a Canadian Pension Plan which is a defined benefit pension plan, that such plan is fully funded, both on an ongoing basis and on a solvency basis (using actuarial methods and assumptions which are consistent with the actuarial valuations last filed with the applicable governmental authorities and which a re consistent with GAAP (as defined below) ; and (e) Borrower shall not, nor shall it permit any of its subsidiaries to, (i) establish or commence contributing to any Defined Benefit   Plan or; (ii) acquire an interest in any Person if such Person sponsors. Administers, maintains or contributes to, or has any liability in respect of, any Defined Benefit Plan.

14. So long as Borrower is indebted to Lender, Borrower warrants, represents and agrees that:   at the time of making any Advance request, all Accounts and all Inventory against which Borrower seeks Advances, are and shall be Domestic Prime Accounts , Canadian Prime Accounts and Eligible Inventory, as applicable; all Collateral in which a security interest has been or will be given or caused to be given by Borrower to Lender is and will be a first security interest on the property described in each such security agreement (except insofar as Borrower has notified Lender to the contrary in writing) and shall remain personal property at all times;  the property covered by all security agreements given or caused to be given by Borrower to Lender  is solely owned by Borrower, the party described in such security agreement; or  Borrower has rights in or the power to grant a security interest in such property;  the property covered by all security agreements given or caused to be given by Borrower to Lender is free and clear of all liens, encumbrances, security interests,  adverse claims, or restrictions on transfer or pledge except as created by such security agreements and except for Permitted Liens (as defined below in Paragraph 59) ;    the tangible Collateral covered by all security agreements given or caused to be given by Borrower to Lender is kept in good condition and repair, is not subject to waste, will not be affixed to any real property in any manner which would change the Collateral’s nature from that of personal property to real property and/or fixture, and (except for sales of Inventory in the ordinary course of business) will not be removed from the Premises described in such security agreements without first obtaining Lender’s prior written consent;  all Collateral consisting of goods shall be located solely in Wa shington, California, Illinois , British Columbia, Canada or Ontario, Canada   (or in transit to or from Premises in such locations) or such other locations as Lender consents to in writing, the “Collateral Location (s)”;  all facts, figures, representations given, or caused to be given by Borrower to Lender in connection with the Value of the Collateral or regarding each Advance or Account or pertaining to anything done under this Agreement shall be true and correct except for insignificant or di minimus errors ;    Borrower’s books and records fully and accurately reflect all of Borrower’s assets and liabilities ( with any contingent liabilities existing prior to the Effective Date having been disclosed to Lender in writing, and with any subsequently existing contingent liabilities to be promptly disclosed to Lender in writing ) except for insignificant or di minimus errors , are kept in the ordinary course of business in accordance with GAAP, (as defined in Paragraph   49 ) consistently applied and all information contained therein is true and correct except for insignificant or di minimus errors ;    the fair market value of the property covered by all security agreements given by Borrower to Lender, is and shall at all times be, not less than the price which Borrower paid therefor (less normal depreciation caused by ordinary wear and tear) and as represented to Lender ;   as of the Effective Date, there are no actions or proceedings pending by or against Borrower before any court or administrative agency and there are no pending, threatened, or known to be imminent litigations, governmental investigations or claims, complaints, or prosecutions

involving Borrower  ( and hereafter there shall be none of the foregoing matters except for a matter that, if decided adversely to Borrower, would not  materially impair the prospect of repayment of the Obligations; or  materially impair the value or priority of Lender’s security interests in the Collateral. , and Borrower is not bound (and will not be bound) by the terms of any settlement agreement, consent decree, or the like relating to formerly pending, pending, or threatened actions, proceedings, or prosecutions involving Borrower, except as heretofore disclosed in writing to Lender; and   Borrower has (and at all times shall maintain) the legal power and authority to enter into this Agreement and to perform and discharge all of its obligations hereunder.

15. So long as Borrower is indebted to Lender, Borrower covenants and agrees that:  Borrower will not borrow any money in excess of Twenty-five Thousand and 00/100 Dollars ($ 25,000.00 ) in the aggregate, except pursuant to this Agreement without first obtaining the consent of Lender; Borrower will not guarantee or otherwise become liable with respect to the obligations of any third party; Borrower will not make any distributions or declare or pay any dividends (whether in cash or stock), on, or purchase, acquire, redeem or retire any of Borrower’s capital stock without Lender’s prior written consent; Borrower will not directly or indirectly make or acquire any beneficial interest in, or make any loan or capital contribution to any third party without Lender’s prior written consent; Except as disclosed to Lender, Borrower shall not directly or indirectly enter into or permit to exist any material transaction with any affiliate of Borrower; Borrower shall immediately notify Lender if Borrower’s C.E.O., C.F.O. or V.P of Finance are no longer employed or die or become disabled;  all taxes of any governmental or taxing authority due or payable by, or imposed or assessed against Borrower have been paid and shall be paid in full before delinquency   or have had adequate provision made for the payment thereof other than such taxes, assessments, fees or other governmental charges being contested in good faith by appropriate proceedings, provided that none of the foregoing shall prejudice any of Lender’s Event of D efault rights and remedies that may arise if any of the foregoing circumstances result in a notice of lien, levy, or assessment being filed with respect to any property of Borrower or if such unpaid taxes become a lien upon any of such property ;    all filings or other actions required under applicable law, including but not limited to securities law, have been made or shall be made before delinquency;   Jones USA is a corporation and Jones USA will do all things necessary to preserve good standing as a corporation under the laws of the State of Washington, Jones Canada is a corporation and will do all things necessary to preserve its good standing as a corporation under the laws of the applicable provinces of Canada , and both will do all things necessary to preserve good standing in the applicable state(s)  ( including Washington, California and Illinois) ,   Canadian provinces   (including British Columbia and Ontario) and country(ies)   ( including Canada) where the failure to preserve good standing could reasonably be expected to have a material adverse effect , provided, however, the foregoing shall not require Borrower to register to do business as a foreign corporation in any such jurisdiction where such registration would not be required by applicable law .  Lender does not authorize, and Borrower agrees not to:  make any sales or leases of any of the Collateral outside of the ordinary course of business;  enter into an exclusive license of any of the Collateral, a license of any of the Collateral outside of the ordinary course of business or fail to notify Lender of any license permitted hereunder; or  grant or permit to exist any other security interest or lien in any of the Collateral, or on any income, profits or proceeds therefrom except for Permitted Liens .  Other than in the ordinary course of its business, Borrower shall accept no returns and shall grant no allowances or credits to account debtors without notifying Lender at the time credit is issued.  Lender shall have the right to impose a reserve against the A/R Borrowing Base and the Canadian A/R Borrowing Base for actual or anticipated returns, allowances, and credits.

16. Borrower agrees to execute upon demand by Lender any and all Financing Statements, Continuation Statements and other statements (together with the Canadian equivalents of same) intended to perfect and/or continue Lender’s security interest in the Collateral, in whatsoever form Lender may require including but not limited to an abbreviated Collateral description such as “All Assets of the Borrower”, as provided for and defined in Division 9 of the California UCC or “All Present and After Acquired Personal Property”, as provided for in applicable Canadian personal property security laws , but Lender shall be entitled and is hereby expressly authorized to execute and file the same on Borrower’s behalf, and Lender is hereby appointed Borrower’s attorney-in-fact for such purpose.

17. Each warranty, representation, and agreement contained in this Agreement shall be automatically deemed repeated with each Advance and shall be conclusively presumed to have been relied on by Lender regardless of any investigation made, or information possessed by Lender.  The warranties, representations and agreements set forth herein shall be cumulative and in addition to any and all other warranties, representations and agreements contained in any other document or instrument which Borrower shall give, or cause to be given, to Lender either now or hereafter.

18. Notwithstanding termination of this Agreement, all assignments, pledges, liens, and/or other security interest now or hereafter granted to Lender and all other obligations required of Borrower pursuant to this Agreement   or any of the other Loan Documents, shall continue in full force until all of the Obligations owing to Lender have been paid, including without limitation Borrower’s obligation to continue to turn over sales information and invoices, and collections thereon, to Lender.

19. Borrower shall promptly pay, any and all expenses of storing, warehousing, insuring, handling and shipping of Borrower’s property, any and all excise, property, sales and other taxes (providing Lender with evidence of payment thereof) levied or imposed by any governmental or taxing authority on Borrower or on any of Borrower’s property or any property caused to be given to Lender as security, and any amounts owing to any third party that could give rise to any security interest, encumbrance or lien on any of Borrower’s property or any property caused to be give to Lender as security.  If Borrower fails to promptly pay when due (or to make adequate provision for the payment thereof without any adverse effect upon Borrower) , whether to Lender or any other person, monies which Borrower is required to pay under any requirement of this Agreement, Lender may, but need not, pay the same and charge Borrower’s account therefore and Borrower shall promptly reimburse Lender therefor.  Any and all sums shall become additional indebtedness owing to Lender and shall bear interest at the rate provided in Paragraph 6 hereof and shall be covered by all security now or hereafter given by Borrower or which Borrower

causes to be given to Lender.  Lender need not inquire as to, or contest the validity of, any such expense, tax, security interest, encumbrance or lien, and the receipt for the payment thereof from the appropriate governmental agency or other entity shall be conclusive evidence that the same was validly due and owing.

20. All documents to be delivered by Borrower to Lender shall contain such terms and be in such form as Lender may require.  Each assignment, pledge or other security agreement shall include and cover all of Borrower’s right, title, and interest in property described therein and all of Borrower’s books, records, and files relating thereto.  All ledger sheets, files, records and documents, files and records relating to Accounts, Inventory, or other Collateral assigned to Lender shall, unless delivered to or removed by Lender, be kept on the Premises in trust for, and without cost to Lender.  Lender may during the existence of an Event of Default remove from the Premises all documents, files and records relating to the Collateral , with Borrower permitted to make (at its expense) and retain copies of all of the foregoing .

21. Intentionally Omitted .

22. Borrower acknowledges and agrees that Lender may from time to time at its discretion run such further credit reports and other reports as it may deem necessary to continue to keep itself apprised regarding the continued financial condition of Borrower and hereby authorizes Lender to run such credit and other reports from time to time as Lender deems appropriate.

23. Lender may, at any time, without notice to or the assent of Borrower: (i) after the occurrence of an Event of Default (and with Borrower’s consent prior to the occurrence of an Event of Default) ,   notify any account debtor that its Accounts have been assigned to Lender by Borrower and that payment thereof is to be made to the order of, and directly solely to, Lender; and (ii) send, or cause to be sent by its designee, written or telephonic requests for verification of any Accounts directly to the applicable account debtor.  At Lender’s request, after the occurrence and continuation of an Event of Default, all invoices and statements sent to any account debtor shall state that the relevant Accounts have been assigned to Lender and that any payments in respect thereof are payable directly and solely to Lender provided, that notwithstanding the foregoing , Lender may at any time require that all invoices and statements sent to any account debtor state that the invoices are payable to Borrower at the address for the Post Office Box (as defined below) .  Borrower shall direct, at Borrower expense and in the manner requested by Lender from time to time, that payments and other proceeds of Accounts and other Collateral be sent directly to a Lender owned bank account or be sent: (i) directly by account debtor(s) directly to a post office box (the “Post Office Box”), designated by or in the name of Lender, or in the name of Borrower, but as to which access is limited solely to Lender; (ii) directly by account debtor(s) to a deposit account maintained by Borrower, provided (1) Lender has received a control agreement over same, in form acceptable to Lender, and (2) such account is a blocked account to which only Lender may have access (the “Blocked Account”); or (iii) directly by account debtor(s) to a lockbox account (the “Lockbox”) maintained in Borrower’s and/or Lender’s name by a financial institution or other party, which Lockbox shall also have an associated Blocked Account (collectively, the “Lockbox Account”), with Lender to receive a lockbox control agreement and/or a blocked account control agreement, each in form acceptable to Lender , provided however, that so long as no Event of Default has occurred, Borrower shall be permitted to retain payments and other proceeds of Canadian Accounts owing from Canadian account debtors , with Borrower to provide Lender with a satisfactory daily roll-forward of Canadian Accounts that are outstanding, due and payable .  Hereinafter, the Post Office Box, the Blocked Account, and/or the Lockbox Account are referred to as the “Collateral Control Account(s)”.  Borrower hereby grants to Lender a security interest in the Collateral Control Account(s), over which Borrower shall have no control and into which remittances and other collections and proceeds of Accounts and other Collateral shall be deposited immediately upon their receipt.

24. With respect to any Blocked Account or Lockbox Account, Borrower (at its expense) shall cause the provider of such account to deliver duplicate copies to Lender on each Business Day (or Lender shall be provided with on-line access and a password so that it can directly obtain copies) of (i) checks received in such account, (ii) envelopes, remittance papers, and other detail which might be included in the envelope with remittances, and (iii) an account batch listing (or similar reporting) which details the sequence number, dollar amount of checks, deposit total and account number credited for each deposit (all of the foregoing, the “Remittance Reporting”).  In the event that the provider of such account will not deliver duplicate copies to Lender (or provide on-line access to Lender), Borrower agrees to deliver to Lender copies of the Remittance Reporting on each Business Day.  With respect to remittances into the Post Office Box, Lender shall provide Borrower with on-line access and a password to Lender’s website so that it can directly obtain copies of all Remittance Reporting.  Borrower acknowledges and agrees that notwithstanding anything to the contrary contained in this Agreement, remittances and other collections and proceeds of Accounts and other Collateral made to such account shall not be deemed received by Lender (and the Obligations shall not be credited nor shall Clearance Days commence) until Lender has received the Remittance Reporting.

25. If instead, Lender in writing grants Borrower the revocable privilege to collect, at Borrower’s expense, some or all of the payments or other proceeds of Accounts and other Collateral, such privilege shall be upon the express conditions that all such payments and other proceeds shall  be received by Borrower in trust for Lender;  not be mingled with Borrower’s funds;  be delivered to Lender in kind within twenty-four (24) hours after Borrower’s receipt of the same; and  continue to be delivered to Lender until such time as the Obligations are paid in full and this Agreement is terminated.  Borrower’s collection privilege as described above is subject to revocation by Lender at any time and shall be automatically revoked upon the happening of an Event of Default.  Unless the instruments so received by Borrower are dishonored, Lender shall credit the amount thereof against Borrower’s Obligations to Lender as set forth in Paragraphs  5 and 6 above .

26. Lender is hereby irrevocably appointed Borrower’s attorney-in-fact with authority and power to: endorse Borrower’s name on any checks, notes, acceptances, money orders, drafts, or other forms of payment or security that may come into Lender’s possession (whether checks or other forms of payment are (i) in the name of

Borrower; (ii) any other name under which it now does business or does business in the future; or (iii) names of its products now or in the future, and Borrower additionally agrees not to make any protest of any kind against Lender for negotiating such checks or other items described herein); sign Borrower’s name on any invoice or bill of lading related to any Accounts, on drafts against account debtors, on schedules and assignments of Accounts, on verification of Accounts, and notices to account debtors; establish a lock box arrangement and/or following and during the continuance of an Event of Default to notify the post office authorities to change the address for delivery of Borrower’s mail; following and during the continuance of an Event of Default, receive and open all mail addressed to Borrower and to retain all mail relating to Lender’s security, forwarding all other mail to Borrower; send, whether in writing or by telephone, requests for verification of Accounts; following and during the continuance of an Event of Default with respect to Accounts or other Collateral, extend the time of payment of, compromise or settle, and adjust disputes and claims, upon any terms, which may include a release of any account debtor or other obligor; following and during the continuance of an Event of Default, make, settle and adjust all claims of Borrower’s policies of insurance and make all decisions with respect thereto; following and during the continuance of an Event of Default, qualify Borrower to do business in any state if Borrower shall fail to do so following request by Lender; following and during the continuance of an Event of Default and at any other time as Lender may reasonably determine as necessary if Borrower has refused, execute and deliver any documents which Lender determines is reasonably necessary in order to protect the interests of Lender hereunder; and do all things necessary to carry out this Agreement.     Following and during the continuance of an Event of Default, Lender shall have the right at any time to enforce Borrower’s rights against the account debtors and obligors, and Lender may bring all proceedings for collection in Lender’s name or in Borrower’s name and may exercise Borrower’s right of stoppage in transit, replevin, and reclamation.

27. If any property referred to or covered by any Account assigned to Lender shall remain in, or revert to, Borrower’s possession, Borrower will forthwith set it apart, mark and designate it as Lender’s Collateral and promptly notify Lender.

28. Borrower will prepare and deliver to Lender its financial statements, balance sheets, profit and loss statements (and cause same to be delivered from any guarantor of any of the Obligations or indebtedness hereunder, “Guarantor”), and such other reports, analysis, operating data, and/or filings required under securities law as Lender may from time to time reasonably request orally or in writing, all in form acceptable to Lender, but in any event shall provide the following:

(a.)

Monthly internally prepared financial statements due within forty-five (45) days of month end;

(b.)

Monthly Accounts aging due within ten (10) days of month end

(c.)

Monthly accounts payable aging due within fifteen (15) days of month end;

(d.)

Payroll tax receipts due within thirty (30) days of payment.  All taxes must be paid when due;

(e.)

Preliminary year-end statements due within sixty (60) days of fiscal year end;

(f.)

Reviewed fiscal year end statements and, upon Lender request, federal tax returns, each due within one hundred fifty (150) days of fiscal year end (except that copies of federal tax returns may be submitted on a later date if Borrower is permitted by law or extension to submit its federal tax returns on such later date the applicable taxing authority); and

(g.)

Upon Lender’s request, Borrower shall now and from time to time hereafter, but not less frequently than monthly, execute and deliver to Lender a summary designation of Inventory from Borrower and from all public warehouses, specifying the cost and, if applicable, the market value of Borrower's raw materials, work in process and finished goods, and further specifying such other information as Lender may reasonably request, with all monthly information due within fifteen (15) days of month end.  Borrower shall promptly, in writing, notify Lender if any of Borrower's Inventory contains any labels, trademarks, trade-names or other identifying characteristics which are the properties of third parties.

29. Lender or its agents or employees shall have the right, during reasonable business hours if prior to an Event of Default and at any time after an Event of Default, to have access to, examine, inspect and/or audit any or all of Borrower’s books and records, including but not limited to minute books, ledgers, records indicating, summarizing or evidencing the assets (including Accounts, Inventory and Equipment) and liabilities, and all information relating thereto, records indicating, summarizing or evidencing Borrower’s business operations or financial condition, and all computer programs, disc or tape files, printouts, runs and other computer prepared information and the equipment containing such information, and permit Lender or its employees or agents to copy and make extracts therefrom.  Borrower hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Lender at Borrower’s expense all financial information, books and records, work papers, management reports and other information in their possession relating to Borrower.

30. Borrower, at its expense, shall keep the Collateral insured against loss or damage by fire, theft, explosion, sprinklers, and all other hazards and risks, and in such amounts, as are ordinarily insured against by other owners in similar businesses.  Borrower also shall maintain business interruption, public liability, product liability, and property damage insurance relating to Borrower’s ownership and use of the Collateral, as well as insurance against larceny, embezzlement, and criminal misappropriation.  Additionally, Borrower shall maintain workers’ compensation insurance coverage for all employees as required by law.  All such policies of insurance shall be in such form, with such companies, and in such amounts as may be reasonably satisfactory to Lender.  All such policies of insurance (except those of public and product liability) shall contain a 438BFU lender’s loss payable endorsement or comparable endorsement, in a form satisfactory to Lender, showing Lender as additional loss payee

thereof (and with respect to public and product liability shall contain an additional insured endorsement or comparable endorsement, in a form satisfactory to Lender), and shall contain a waiver of warranties, and shall specify that the insurer must give at least thirty (30) days’ prior written notice to Lender before canceling its policy for any reason.  Borrower shall deliver to Lender certified copies of such policies of insurance and evidence of the payment of all premiums therefor.  All proceeds payable under any such policy shall be payable to Lender to be applied on account of the Obligations.  Unless Borrower provides Lender with evidence of the insurance coverage as required by this Agreement, Lender may purchase such insurance at Borrower’s expense to protect Lender's interest.  This insurance may, but need not, also protect Borrower’s interest.  If any Collateral becomes damaged, the insurance coverage that Lender purchases may not pay any claim Borrower makes or any claim made against Borrower.  Borrower may later cancel this coverage after providing evidence that Borrower has obtained property coverage elsewhere.  Borrower is responsible for the cost of any insurance purchased by Lender, which shall constitute Lender Expenses (as defined in Paragraph 32 ).  The cost of obtaining of this insurance may be added to Borrower’s loan balance.  If the cost is added to Borrower’s loan balance, the Rate will apply to this added amount.  The effective date of coverage may be the date on which Borrower’s prior coverage lapsed or the date Borrower failed to provide proof of coverage.  The insurance coverage that Lender purchases may be considerably more expensive than the insurance coverage that Borrower could obtain and may not satisfy any need for property damage coverage or any mandatory liability insurance requirements imposed by applicable law.

31. Borrower promises and agrees to pay all documented out-of-pocket costs and expenses and all attorneys’ fees incurred by Lender in connection with this Agreement (whether for legal services incurred by and expenses from outside counsel and/or from in-house counsel) and the transactions contemplated hereby (including without limitation title searches, title reports, title insurance, recording fees, filing fees, publication fees, appraisals, and the prosecution of motions or actions seeking relief from any stay or restraint under the United States Bankruptcy Code from pursuing any remedy hereunder), whether or not suit between Borrower and Lender is brought.  Borrower shall pay to Lender all costs reasonably incurred by Lender for the purpose of enforcing Lender’s rights hereunder, including without limitation:  costs of foreclosure;  costs of obtaining money damages; and  a reasonable fee for the services of attorneys employed by Lender, whether outside counsel or in house counsel, for any purpose related to this Agreement or the Obligations, including consultation, drafting documents, sending notices or instituting, prosecuting or defending litigation or arbitration, and in the case of bankruptcy, in providing debtor-in possession financing, in seeking relief from the automatic stay, and in prosecuting a complaint to determine dischargeability and other matters to enforce Lender’s rights; and  costs, and expenses of third party claims or any other suit paid or incurred by Lender in enforcing or defending the Loan Documents and adjusting or settling disputes and claims with account debtors with respect to the Accounts; and Lender’s reasonable attorneys’ fees and expenses incurred in advising, structuring, drafting, reviewing, administering, amending, terminating, enforcing the Obligations (all of the foregoing together with any other costs, expenses, and attorneys’ fees set forth in this Agreement, “Lender Expenses”).  If during the term hereof, Borrower fails to make any such payment required, Lender may, but need not, pay the same and charge Borrower’s account therefor or if not charged, Lender may collect upon termination.

32. Borrower shall comply with all applicable Environmental Laws (as defined in Paragraph 34 ).  Borrower agrees to defend, indemnify, save, and hold Lender and its officers, employees, and agents harmless against all obligations, demands, claims, and liabilities claimed or asserted by any other person arising out of or relating to discharges or releases by Borrower of Hazardous Substance or Hazardous Waste (both as defined in Paragraph 34 ) into the environment, including ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substance or Hazardous Waste or the clean-up or other remediation thereof by Borrower , and all losses (including without limitation attorneys’ fees and legal and other costs from outside counsel or in-house counsel) in any way suffered, incurred, or paid by Lender as a result of or in any way arising out of, following, or consequential thereto; provided, however, that no such indemnification shall apply with respect to any liability directly arising out of the gross negligence or willful misconduct on the part of Lender or any of its officers, employees and agents in connection with Hazardous Waste or Hazardous Substance.

33. “Environmental Laws” means all federal, state, provincial, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions relating to the environment or to emissions, discharges or releases of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or waste into the environment, including ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, petroleum or petroleum products, chemicals, or industrial, toxic or hazardous substances or waste or the clean-up or other remediation thereof, in each case as amended from time to time, including without limitation 42 U.S.C. 9601 (14), Comprehensive Environmental Response, Compensation and Liability Act of 1980 set forth at 42 U.S.C. 9601 et seq. (“CERCLA”), or the Resource Conservation and Recovery Act of 1986 set forth at 42 U.S.C. 9601 et seq. (“RCRA”) and all successor statutes and amendments thereto.  “Hazardous Substance” or “Hazardous Waste” means any hazardous waste or hazardous substance, as defined in 42 U.S.C. 9601 (14) or any successor statute, all as amended from time to time.

34. Without limiting any other portion of this Agreement, all Borrower’s indebtedness and Obligations shall automatically accelerate and become immediately due and payable, and the revocable collection privilege referred to in Paragraph 26 , if applicable, shall be automatically revoked, upon termination (by lapse of time or otherwise) of this Agreement or upon the happening of any one of the following which shall constitute an “Event of Default”:

35. Borrower waives presentment, demand, protest, and notice of dishonor as to any instrument.  Borrower consents to any extensions, modifications, allowances, compromises or releases of security which Lender may grant, none of which shall release Borrower or any Guarantor from, or affect, any of Borrower’s or any Guarantor’s obligations.

36. This Agreement shall be effective upon fulfillment of the Conditions Precedent (set forth in Paragraph   6 1 below) and shall remain in full force and effect for the period through December 31, 2014 (the “Basic Term”).  Notwithstanding the preceding sentence, this Agreement shall be renewed automatically for successive periods (each, a “Renewal Term”) equal one year unless this Agreement is terminated by Borrower giving written notice (a “Termination Notice”) to Lender specifying such termination.  Termination Notices shall be given by the means specified in Paragraph 41 specifying such termination not less than thirty (30) days prior to the effective date of such termination, addressed to Lender at the address set forth herein, and the termination shall be effective as of the date fixed in such notice.  Notwithstanding the foregoing, Lender reserves the right to terminate this Agreement at Lender’s sole discretion upon giving one hundred and twenty  ( 120 ) days’ prior written notice to Borrower or , should an Event of Default exist , Lender may terminate this Agreement at any time without notice.  After termination and when Lender has received all sums due, Lender shall reassign to Borrower all Collateral held by Lender, and shall execute a cancellation of, and/or reconveyance under, all security agreements , Financing Statements and other Loan Documents given by Borrower to Lender.

37. If the Obligations are prepaid in full on a final basis as a result of a termination of this Agreement prior to the end of the Basic Term or any Renewal Term, a “Prepayment” shall be deemed to have occurred.  In the event that such Prepayment shall have occurred, Borrower shall pay to Lender a prepayment fee in an amount equal to three percent (3.00%) of the Maximum Amount, if such prepayment occurs at any time including during a Renewal Term (as applicable, the “Prepayment Fee”).  In addition, Borrower shall also pay any prepayment fees provided for in any other agreement with Lender.  The Prepayment Fee provided for in this Section 38 and in any other agreements with Lender shall be deemed included in the Obligations.  A Prepayment may be deemed to have occurred regardless of whether such payment or other reduction  is voluntary or involuntary;  is occasioned by Lender’s acceleration of the Obligations or demand hereunder;  is made by Borrower or other third party, including any Guarantor;  results from Lender’s receipt or collection of proceeds of Collateral, including insurance proceeds or condemnation awards;  results from Lender’s exercise of Lender’s right of setoff; and/or  is made during a bankruptcy, insolvency, reorganization or other proceeding, or is made pursuant to any plan of reorganization or liquidation.  Notwithstanding anything to the contrary in the foregoing, no Early Termination Fee

shall be due and payable if Lender pursuant to Paragraph 36 terminates this Agreement in the exercise of its sole discretion during the absence of an Event of Default.

38. Intentionally Omitted.

39. Following the occurrence and during the continuance of any Event of Default, all of Borrower’s Obligations shall, without notice or demand, become immediately due and payable at Lender’s option.  Thereafter, all amounts outstanding shall bear interest at the rate of an additional three percent ( 3.00 %) per annum in excess of the Rate (the “Default Rate”).  Lender may, upon the occurrence of an Event of Default, cease making Advances or extending credit to or for the benefit of Borrower under this Agreement, the Loan Documents, or any other agreement between Borrower and Lender.  Lender may, upon the occurrence of an Event of Default, revoke Borrower’s right to sell Inventory free and clear of Lender’s security interest therein.  Upon the occurrence of any such Event of Default Lender may immediately, or at any time or times thereafter, without any demand or notice to Borrower or any Guarantor and without advertisement or notice, all of which are expressly waived, commence an action for the recovery of any and all such Obligations, commence proceedings, without giving any warranties of merchantability, fitness for purpose, title or similar warranty, to sell, lease or otherwise dispose of any and all Collateral covered by this Agreement and by all security agreements given or caused to be given by Borrower to Lender or, without legal proceedings, enter such places as any of such Collateral may be found and take possession of such Collateral and sell the same. Effective following and during the continuance of an Event of Default, Lender is hereby granted a license or other right to use, without charge, Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and Borrower’s rights under all licenses shall inure to Lender’s benefit.  Such Collateral may be sold where it is located at the time of the Event of D efault, or elsewhere, at public or private sale, for cash, upon credit or otherwise at Lender’s sole option and discretion.  With respect to any of Borrower’s owned Premises, effective following and during the continuance of an Event of Default, Borrower hereby grants Lender a license to enter into possession of such Premises and to occupy the same, without charge, for up to one hundred twenty (120) days in order to exercise any of Lender’s rights or remedies provided herein or in any of the other Loan Documents, at law, in equity, or otherwise.  Lender and Borrower waive any requirements that such property be physically present at the place of sale.  Lender shall provide Borrower such notice of any private or public sale as may be reasonable.  Lender has no obligation to clean up or otherwise prepare the Collateral for sale.  Lender may specifically disclaim any warranties of title or any similar warranty.  Any person, including Lender, may purchase at any such sale, free from any right of redemption which is expressly waived by Borrower, and if Lender is the purchaser, may turn all or part of any of Borrower’s indebtedness to Lender in toward payment of the purchase price.  The proceeds of any such sale or other disposition shall be applied, first to all expenses of setting all liens and claims against, and all costs, charges and expenses incurred in taking, removing, holding, repairing and selling such Collateral, including without limitation, all attorneys’ fees and costs incurred by Lender, and second, to the payment of all Obligations, whether due, or to become due, and whether arising under this Agreement or otherwise.  The surplus, if any, shall be delivered to Borrower.  Borrower shall pay any deficiency forthwith.

40. All notices or demands hereunder shall be in writing and may be made, and deemed to be given, as follows: a) if delivered in person or by courier (overnight or otherwise), on the date when it is delivered; b) if by facsimile, when received at the correct number (proof of which shall be an original facsimile transmission confirmation slip or equivalent); or c) if sent by certified or registered mail or the equivalent, on the earlier of the date such mail is actually delivered or three (3) days after deposit thereof in the mail, unless the date of actual delivery or such date three (3) days after deposit thereof in the mail (as applicable) is not a business day in which case such communication shall be deemed given and effective on the first following business day.  Any such notice or communication given hereunder shall be addressed to the intended recipient at its address or facsimile number specified in the preamble to this Agreement.  The parties hereto may change the address or at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other.

41. Borrower has the risk of loss of the Collateral.  Lender shall not be liable or responsible for the safekeeping of any Collateral.  Lender shall not be responsible for any lost profits of Borrower arising from any breach of contract, tort, or any other wrong arising from the establishment, administration, or collection of the Obligations.  Lender has no duty to collect any income accruing on the Collateral or to preserve any rights relating to the Collateral.

42. Borrower hereby releases and exculpates Lender, Lender’s officers, employees, agents, designees, attorneys, directors, shareholders, and accountants  (the “Lender Parties”) from any liability arising from any acts under this Agreement, the documents executed in connection with this Agreement or subsequent to this Agreement or in furtherance thereof (each individually and collectively the “Loan Documents”), whether of omission or commission, and whether based upon any error of judgment or mistake of law or fact, except for gross negligence or willful misconduct, but in no event shall the Lender Parties have any liability to Borrower for lost profits or other special or consequential damages.  Borrower agrees to indemnify the Lender Parties against, and hold each of them harmless from, any liability of any kind or nature, including attorneys’ fees and Lender’s Expenses which may be imposed upon, incurred by, or asserted against any of the Lender Parties, in any way relating to or arising out of this Agreement or the transactions contemplated hereby, except to the extent of any liability caused by any of the Lender Parties’ gross negligence or willful misconduct.

43. If there are two or more Borrowers, then Advances hereunder shall be deemed to be made to each and all Borrowers and each Borrower shall be jointly and severally obligated to repay the Obligations;  each Borrower jointly and severally makes, and is liable for, each and every warranty, representation, obligation, covenant and undertaking under this Agreement;  when permitted by the context, the word “Borrower” shall include and mean all, or any one of the undersigned Borrowers;  each Borrower hereby waives its rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may

become available to any Borrower by reason of Sections 2787 to 2855, inclusive of the California Civil Code;  each Borrower waives all rights and defenses it may have if this Agreement is secured by real property, which means, among other things:   Lender may collect from any Borrower without first foreclosing on any real or personal property collateral pledged by Borrower; and  if Lender forecloses on any real property collateral pledged by any Borrower:  the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and  Lender may collect from any Borrower even if Lender, by foreclosing on the real property collateral, has destroyed any right any Borrower may have to collect from any other Borrower.  This is an unconditional and irrevocable waiver of any rights and defenses any Borrower may have because Borrower’s debt is secured by real property.  These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the Code of Civil Procedure;  each Borrower waives all rights and defenses arising out of an election of remedies by Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed any Borrower’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the Code of Civil Procedure or otherwise, and each Borrower further waives any and all benefits or defenses, if any, arising directly or indirectly under any one or more of Sections 3116, 3118, 3119, 3419, 3605, 9504, 9505, and 9507 of the California Uniform Commercial Code and, if applicable, any analogous section of the applicable Canadian personal property securities laws ; and  each Borrower hereby agrees that it is jointly and severally, directly, and primarily liable to Lender for payment and performance in full of all duties, obligations, and liabilities under this Agreement and each other document, instrument, and agreement entered into by any Borrower with or in favor of Lender in connection herewith, and that such liability is independent of the duties, obligations, and liabilities of any other Borrower or any other Guarantor, as applicable.  Each reference herein to Borrower shall mean each and every Borrower that is a party hereto, individually and collectively, jointly and severally.

44. Borrower consents to Lender’s use of Borrower’s company names and logos in Lender’s written and oral presentations, including in Lender’s advertising, promotional, and marketing materials, client lists, news releases, and Web site ; provided that each such use shall be pre-approved in writing by Borrower .  In connection with any client references in such written or oral presentations, Borrower consents to the use of individual names and quotations ; provided that each such use shall be pre-approved in writing by Borrower .  Borrower’s consents herein shall survive termination of this Agreement until such time that Borrower delivers, and Lender receives, written revocation of such consents.

45. Lender’s rights and remedies under this Agreement and all security agreements shall be cumulative and Lender shall have all other rights and remedies not inconsistent therewith as provided by law; no exercise by Lender of one right or remedy shall be deemed an election and no waiver by Lender of any default in Borrower’s part shall be deemed a continuing waiver.  No delay or omission by Lender shall constitute a waiver or election.  This Agreement shall be binding as of the date of the initial funding hereunder, and this Agreement shall bind and inure to the benefit of heirs, legatees, executors, administrators, successors, and assigns of Lender and shall bind all parties which become bound as a borrower to this Agreement.  However, Borrower may not assign this Agreement or any rights hereunder without Lender’s prior written consent.  No such consent by Lender shall release Borrower or any Guarantor.  Lender reserves the right to sell, assign, transfer, negotiate, or grant participations in all or any part of, or any interest in, Lender’s rights and benefits under each of the documents executed herewith or hereafter.  In connection therewith, Lender may disclose all documents and information that Lender now has or may hereafter acquire relating to any credit extended by Lender to Borrower, or about Borrower or Borrower’s business, any Guarantor or the business of any such Guarantor, or any Collateral hereunder.  Lender may assign Lender’s rights and interests under this Agreement , with Lender to exercise reasonable efforts to notify Borrower of an assignment (but with Lender and its assignee incurring no liability for failing to so notify and without any adverse effect on the validity of such assignment) .  If an assignment is made by Lender, Borrower shall render performance under this Agreement to such assignee.  Borrower waives and will not assert against any assignee any claims, defenses or set-offs that Borrower could assert against Lender except defenses that cannot be waived.

46. Paragraphs and paragraph numbers have been set forth herein for convenience only; unless the contrary is compelled by the context, everything contained in each paragraph applies equally to all paragraphs herein.  Neither this Agreement nor any uncertainty, or ambiguity herein shall be construed or resolved against Lender or Borrower whether under any rule of construction or otherwise; on the contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words so used as to fairly accomplish the purposes and intentions of all parties hereto.  When permitted by the context, the singular includes the plural and vice versa.  No reference to “proceeds” in this Agreement authorizes any sale, transfer, or other disposition of the Collateral by Borrower (except for sales of Inventory in the ordinary course of business).  “Includes” and “including” are not limiting.  “Or” is not exclusive.  “All” includes “any” and “any” includes “all”.  Any reference herein to a “writing”, a “written document”, or an executed document shall also mean an “authenticated” writing or document or “authentication” (as defined in the UCC) unless Lender shall otherwise require an original writing.

47. This Agreement and all transactions contemplated hereunder and/or evidenced hereby shall be governed by, construed under, and enforced in accordance with the internal laws of the State of California without giving effect to conflicts of law principles.  This Agreement and all agreements relating to the subject matter hereof are the product of negotiation and preparation by and among each party and its respective attorneys, and shall be construed accordingly.  The parties waive the provisions of California Civil Code §1654.

48. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP.  All other terms contained in this Agreement, which are not specifically defined herein, shall have the meanings provided in the UCC to the extent the same are used herein.  “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles

Board of the American Institute of Certified Public Accountants and pronouncements of the Financial Accounting Standards Board (or any successor authority) that are applicable as of the date of determination.  

49. Any Collateral pledged to Lender to secure any of the Obligations of Borrower shall also secure any of the other Obligations of Borrower to Lender except that any real property pledged to secure any Obligations of Borrower shall only secure any other Obligation of Borrower if Lender specifically so agrees in writing.

50. An Event of Default under this Agreement shall be an Event of Default under any of the other Obligations and vice versa.

51. Each and every provision of this Agreement shall be severable from every other provision for the purposes of determining legal enforceability of any such provision or provisions.

52. This Agreement embodies the entire agreement and understanding among and between the parties hereto with respect to the subject matter hereof and thereof, and supersedes all prior or contemporaneous agreements and understandings between said parties, verbal or written, express or implied, relating to the subject matter hereof.  No promises of any kind have been made by Lender or any third party to induce Borrower to execute this Agreement.  No course of dealing, course of performance or trade usage, and no parol evidence of any nature, shall be used to supplement or modify any terms of this Agreement.

53. This Agreement and any of the Loan Documents may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all signatures were upon the same instrument.  This Agreement and any of the Loan Documents, or a signature page thereto intended to be attached to a copy of this Agreement or any of the Loan Documents, signed and transmitted by facsimile machine, telecopier, or other electronic means (including via transmittal of a “pdf” file) shall be deemed and treated as an original document.  The signature of any person thereon, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature on an original document.  At the request of any party hereto, any facsimile, telecopy or other electronic document is to be re-executed in original form by the persons who executed the facsimile, telecopy of other electronic document.  No party hereto may raise the use of a facsimile machine, telecopier, or other electronic means or the fact that any signature was transmitted through the use of a facsimile machine, telecopier, or other electronic means as a defense to the enforcement of this Agreement or any of the Loan Documents.

54. The parties hereby agree that  this Agreement is entered into and that Borrower’s performance to Lender occurs at Campbell, California; and  all actions or proceedings arising in connection with this Agreement and/or the Loan Documents shall be tried and litigated only in the State and Federal courts located in the County of Santa Clara, State of California or, at the sole option of Lender, in any other court in which Lender shall initiate legal or equitable proceedings and which has subject matter jurisdiction over the matter in controversy.  Each of Borrower and Lender waives, to the extent permitted under applicable law, any right each may have to assert the doctrine of forum non conveniens or to object to venue to the extent any proceeding is brought in accordance with this section.  BORROWER AND LENDER HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY ACTION HEREUNDER OR ARISING OUT OF THE TRANSACTIONS BETWEEN BORROWER AND LENDER.

55. If, for the purposes of obtaining judgment in any court in any jurisdiction with respect to this Agreement or any other related document , it becomes necessary to convert into a particular currency (the “Judgment Currency”) any amount due under this Agreement or any other related document in any currency other than the Judgment Currency (the “Currency Due”), then conversion shall be made at the rate of exchange prevailing on the b usiness d ay before the day on which judgment is given.  For this purpose “rate of exchange” means the rate at which the Lender is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in

accordance with its normal practice through its bankers.  In the event that there is a change in the rate of exchange prevailing between the b usiness d ay before the day on which the judgment is given and the date of receipt by the Lender of the amount due, the Borrower will, on the date of receipt by the Lender , pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, if any, as may be necessary to ensure that the amount received by the Lender on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of receipt by the Lender is the amount then due under this Agreement or any other related document in the Currency Due.  If the amount of the Currency Due which the Lender is so able to purchase is less than the amount of the Currency Due originally due under this Agreement or any other related document ,   the Borrower shall indemnify and save the Lender harmless from and against all loss or damage arising as a result of such deficiency.  This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other related d ocuments, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Lender from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under this Agreement or any other related   d ocument or under any judgment or order.

Jones Soda Co. (USA) Inc.

(“Borrower”)

/s/ Jennifer L. Cue

By: Jennifer L. Cue

Its:   President & CEO

JONES SODA (CANADA) INC.

(“Borrower”)

/s/ Jennifer Cue

By:   Jennifer Cue

Its:   President

BFI Business Finance

(“Lender”)

/s/ Jeffrey Lizar

By:   Jeffrey Lizar

Its:   Executive Vice President

56. “Borrower has informed Lender that Whoopass USA Inc., a Washington corporation (“Whoopass USA”): maintains i ts corporate existence but has never had any operations and continues to remain inactive ; d oes not own any assets including the Whoopass trademarks and trade names owned and utilized by Borrower; and , has not entered into contracts with any customers including Borrower’s customers.  Borrower represents, warrants and covenants that no intercompany transactions have occurred, or will occur, between Borrower and Whoopass USA including, without limitation, transfers of funds or assets or Borrower’s incurrence of liabilities of behalf of Whoopass USA.”

57. “Other Locations” shall mean:

(a.)

liens and security interests held by Lender or agreed to by Lender in the any Loan Documents;

(b.)

liens for unpaid taxes of Borrower that are either not yet due and payable; or do not constitute an Event of Default hereunder;

(c.)

liens and security interests granted against e quipment disclosed in writing by Borrower to Lender and consented to by Lender in writing;

(d.)

  purchase money liens or the interests of Borrower as a lessor under capital leases to the extent that such liens or interests are not otherwise prohibited by the terms of this Agreement and so long as such lien attaches only to the asset purchased or acquired and the proceeds thereof;

(e.)

  with respect to real property, easements, rights of way, reservations, covenants, conditions, restrictions, zoning variances, and other similar encumbrances that do not materially interfere with the use or value of the property subject thereto;

(f.)

  obligations and duties as lessee under any operating lease existing on the date of this Agreement; and obligations and duties as lessee under any lease existing on the date of this Agreement;

(g.)

  any liens incurred in connection with the refinancing, renewal, or modification of indebtedness secured by Permitted Liens, provided:  the terms and conditions of such refinancings, renewals, or extensions do not materially impair the prospects of repayment of the Obligations by Borrower ;    the net cash proceeds of such refinancings, renewals, or extensions do not result in an increase in the aggregate principal amount of the i ndebtedness so refinanced, renewed, or extended;  such refinancings, renewals, or extensions do not result in a shortening of the av erage weighted maturity of the i ndebtedness so refinanced, renewed, or extended; and   that to the extent that the i ndebtedness that is refinanced was subordinated in right of payment to the Obligations, then the subordination terms and condit ions of the refinancing of the i ndebtedness must be at least as favorable to Lender as thos e applicable to the refinanced i ndebtedness;

(h.)

  liens for unpaid taxes, assessments, or other governmental charges or levies  that are not yet delinquent; or that do not constitute an Event of Default under this Agreement ;

(i.)

  judgment liens that do not constitute an Event of Default under this Agreement;

(j.)

  liens on amounts deposite d in connection with obtaining workers’ compensation i nsurance or other unemployment insurance;

(k.)

        liens on amounts deposited as security for surety or appeal bonds in connection with obtaining such bonds in the ordinary course of business, provided that such deposits have been made with Lender’s prior written consent ; and

(l.)

       liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers, incurred in the ordinary course of Borrower’s business and not in connection with the borrowing of money, and which liens either (a) are for sums not yet delinquent, or (b )   are the subject of protests as to which (i) a reserve has been established on Borrower’s books and records, (ii) any such protest is instituted promptly and prosecuted diligently in good faith, and (iii) Lender is satisfied that , while such protest is pending, there will be no impairment on the enforceability, validity or priority of Lender’s security interests and liens.

61. Conditions Precedent to Initial Advance .  The following are hereby added in the Agreement as conditions precedent to the initial Advance:

(a.)

The delivery, execution, resolution and/or completion (as applicable), to Lender’s satisfaction, of all other documents (including an Officer’s Certificate from Jennifer Cue ) , matters or acts required by Lender in connection with the transactions contemplated by this Agreement, and Lender’s execution and delivery of this Agreement.

(b.)

Lender’s receipt of the Initial Loan Fee.

(c.)

The Effective Date shall occur no later than December 27 , 2013 .

1. Registered Retirement Savings Plan (RRSP). 

1. Guarantor unconditionally, absolutely and irrevocably guarantees and promises to pay to Lender, or order, on demand, in lawful money of the United States, any and all indebtedness and/or obligations of Borrower to Lender and the payment to Lender of all sums which may be presently due and owing and of all sums which shall in the future become due and owing to Lender from Borrower whether under the Agreement or otherwise.  The terms "indebtedness" and "obligations" (hereinafter collectively referred to as the "Obligations") are used herein in their most comprehensive sense and include, without limitation, the Loan and any and all advances, debts, obligations, and liabilities of Borrower, heretofore, now, or hereafter made, incurred, or created, whether voluntarily or involuntarily, and however arising, including, without limitation, indebtedness owing by Borrower to third parties who have granted Lender a security interest in the accounts, chattel paper and/or general intangibles of said third party; any and all attorneys' fees, expenses, costs, premiums, charges and/or interest owed by Borrower to Lender, whether under the Agreement, or otherwise, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether Borrower may be liable individually or jointly with others, whether recovery upon such indebtedness may be or hereafter becomes barred by any statute of limitations or whether such indebtedness may be or hereafter becomes otherwise unenforceable, and includes Borrower's prompt, full and faithful performance, observance and discharge or each and every term, condition, agreement, representation, warranty undertaking and provision to be performed by Borrower under the Agreement; any and all obligations or liabilities of Borrower to Lender arising out of any other agreement by Borrower including without limitation any agreement to indemnify Lender for environmental liability or to clean up hazardous waste; any and all indebtedness, obligations or liabilities for which Borrower would otherwise be liable to Lender were it not for the invalidity, irregularity or unenforceability of them by reason of any bankruptcy, insolvency or other law or order of any kind, including from and after the filing by or against Borrower of a bankruptcy petition, whether an involuntary or voluntary bankruptcy case, and all attorneys' fees related thereto; and any and all amendments, modifications, renewals and/or extensions of any of the above, including without limit amendments, modifications, renewals and/or extensions which are evidenced by new or additional instruments, documents or agree ments.

2. This General Continuing Guaranty ,   together with all addenda, exhibits and schedules hereto, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated, or replaced , (this "Guaranty") is a continuing guaranty that shall remain effective until all of the Obligations and all of the indebtedness and obligations evidenced by the Agreement have been fully and finally paid and are not longer subject to Borrower as a debtor-in-possession, and/or any trustee or receiver in bankruptcy, seeking to set aside such payments or seek to recoup the amount of such payments, or any part thereof or disgorgement on the part of the Lender, and relates to any Obligations, including those which arise under successive transactions which shall either continue the Obligations from time to time or renew them after they have been satisfied until this Guaranty has been expressly terminated in writing by Lender.  Any such termination shall be applicable only with respect to Obligations incurred at least thirty (30) days after written notice to Lender specifying such termination, shall be effective only with respect to transactions having their inception after the effective date of termination, and shall not affect the Loan or any rights or obligations arising out of transactions having their inception prior to such date.  No termination shall be effective until such time as Lender is no longer committed or otherwise obligated to make the Loan or any other loans or advances, or to grant any credit whatsoever to Borrower.  In the absence of any termination of this Guaranty, Guarantor agrees that nothing shall discharge or satisfy its obligations created hereunder except for the full payment and performance of the Obligations with interest.

3. Guarantor agrees that it is directly and primarily liable to Lender, that the obligations hereunder are independent of the obligations of Borrower, and that a separate action or actions may be brought and prosecuted against Guarantor irrespective of whether Borrower or any other party liable for the Obligations, whether directly or as a guarantor, is joined in any such action or actions.  Guarantor agrees that any releases which may be given by Lender to Borrower or any other guarantor or endorser shall not release it from this Guaranty.

4. In the event that any bankruptcy, insolvency, receivership or similar proceeding is instituted by or against Guarantor and/or Borrower or in the event that either Guarantor or Borrower become insolvent, make an assignment for the benefit of creditors, or attempt to effect a composition with creditors, or if there be any Event of Default under the Agreement (whether declared or not), then, at Lender's election, without notice or demand, the obligations of Guarantor created hereunder shall become due, payable and enforceable against Guarantor whether or not the Obligations are then due and payable.

5. Guarantor agrees to indemnify Lender and hold Lender harmless against all obligations, demands, claims, liens, damages, actions, suits, judgments, costs and expenses, including, without limitation, attorneys’ fees (including, without limitation, estimated legal fees imputed to in-house counsel and staff), and legal costs, and liabilities, by whomsoever asserted and against all losses in any way suffered, incurred, or paid by Lender as a result of or in any way arising out of, following, or consequential to transactions with Borrower whether under the Agreement, or otherwise, and also agrees that this Guaranty shall not be impaired by any modification, supplement, extension, or amendment of any contract or agreement to which Lender and Borrower may hereafter agree, nor by any modification, release, or other alteration of any of the Obligations hereby guaranteed or of any security therefor, nor by any agreements or arrangements whatsoever with Borrower or anyone else.

6. Guarantor hereby authorizes Lender, without notice or demand and without affecting its liability hereunder, from time to time to:    (subject to specified rights Borrower may have, if any, to approve any of the following pursuant to the terms of the Agreement) renew, compromise, extend, accelerate, or otherwise change the interest rate, time for payment, or the other terms of any of the Obligations guaranteed hereby, and exchange, enforce, waive, and release any security therefor; apply such security and direct the order or manner of sale thereof as Lender in its discretion may determine;   run such further credit reports and other reports as it may deem necessary to continue to keep itself apprised regarding the continued financial condition of Guarantor during the term of this Guaranty and hereby authorizes Lender to run such credit and other reports from time to time as Lender deems appropriate ;   release or substitute any one or more endorser(s) or guarantor(s); and assign, without notice, this Guaranty in whole or in part and/or Lender's rights hereunder to anyone at any time.  Guarantor agrees that Lender may do any or all of the foregoing in such manner, upon such terms, and at such times as Lender, in its discretion, deems advisable, without, in any way or respect, impairing, affecting, reducing or releasing Guarantor from its undertakings hereunder and Guarantor hereby consents to each and all of the foregoing acts, events and/or occurrences.  Guarantor hereby agrees to be bound by any terms and conditions set forth in the Agreement, which are specifically applicable to Guarantor.

7. Guarantor hereby waives any right to assert against Lender as a defense, counterclaim, set-off or crossclaim, any defense (legal or equitable), set-off, counterclaim, and/or claim which Guarantor may now or at any time hereafter have against Borrower and/or any other party liable to Lender for the Obligations in any way or manner.

8. Guarantor hereby waives all defenses, counterclaims and/off-sets of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity and/or enforceability of the Agreement, or any security interest.

9. Guarantor hereby waives any defense arising by reason of any claim or defense based upon an election of remedies by Lender, which, in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor's subrogation rights, rights to proceed against Borrower for reimbursement, and/or any rights of Guarantor to proceed against Borrower or against any other person or security, including, but not limited to, any defense based upon an election of remedies by Lender under the provisions of Section 580d of the California Code of Civil Procedure, and/or any similar law of California or of any other State or of the United States.  Guarantor waives all presentments, demands for performance, notices of non-performance, protests, notices of protest, notices of dishonor, notices of default, notices of acceptance of this Guaranty, and notices of the existence, creation, or incurring of new or additional indebtedness, and all other notices or formalities to which Guarantor may be entitled.  Guarantor waives any right to a jury trial in any action hereunder or arising out of Lender's transactions with Borrower.  Guarantor also hereby waives any right of subrogation it may have or assert, or any other right of reimbursement from Borrower or any other party, unless Lender expressly consents to Guarantor's assertion of such rights.  Without limiting the foregoing, Guarantor expressly waives all benefits which might otherwise be available to Guarantor under California Civil Code Sections 2809, 2810, 2815, 2819, 2822, 2839, 2845, 2847, 2848, 2849, 2850, 2899 and 3433 and California Code of Civil Procedure Sections 580a, 580b, 580d and 726, and/or any similar law of California or of any other State or of the United States, as those statutory provisions are now in effect and hereafter amended, and under any other similar statutes now and hereafter in effect deemed applicable to this Guaranty and its enforcement.

10. Guarantor waives all presentments, demands for performance, notices of non-performance, protests, notices of protest, notices of dishonor, notices of default, notices of intent to accelerate or demand payment of any kind, diligence in collecting any Obligations, notices of acceptance of this Guaranty, notices of the existence, creation, or incurring of new or additional indebtedness, notices respecting the terms, time and place of any public or private sale of personal property security held from Borrower or any other person, and all other notices or formalities to which Guarantor may be entitled.  Each Guarantor hereby waives any claim, right or remedy now existing or hereafter acquired against the Borrower, which claims arise from the performance of such Guarantor's obligations under the respective guaranties, including without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy against Borrower for any security which Lender now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise.  Lender may modify the terms of any Obligations, compromise, extend, increase, accelerate, renew or forbear to enforce payment of any or all Obligations, or permit Borrower to incur additional Obligations, all without notice to Guarantor and without affecting in any manner the unconditional obligation of Guarantor under this Guaranty.  Guarantor further waives any and all other notices to

which Guarantor might otherwise be entitled.  Guarantor acknowledges and agrees that the liabilities created by this Guaranty are direct and are not conditioned upon pursuit by Lender of any remedy Lender may have against Borrower or any other person or any security.  No invalidity, irregularity or unenforceability of any part or all of the Obligations or any documents evidencing the same, by reason of any bankruptcy, insolvency or other law or order of any kind or for any other reason, and no defense or setoff available at any time to Borrower, shall impair, affect or be a defense or setoff to the obligations of Guarantor under this Guaranty.

11. Any and all present and future debts and obligations of Borrower to Guarantor are hereby postponed in favor of and subordinated to the full payment and performance of all present and future debts and obligations of Borrower to Lender.  All monies or other property of Guarantor at any time in Lender's possession may be held by Lender as security for any and all obligations of Guarantor to Lender no matter how or when arising, whether absolute or contingent, whether due or to become due, and whether under this Guaranty or otherwise.  Guarantor also agrees that Lender's books and records showing the account between Lender and Borrower shall be admissible in any action or proceeding and shall be binding upon Guarantor for the purpose of establishing the terms set forth therein and shall constitute prima facie proof thereof.

12. Based solely on its own independent investigation and not upon any information provided by Lender, Guarantor acknowledges that it is presently informed of the financial condition of Borrower and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations.  Guarantor hereby covenants that it will continue to keep itself informed of Borrower's financial condition and of all other circumstances which bear upon the risk of nonpayment.  Absent a written request for such information by Guarantor to Lender, Guarantor hereby waives its rights, if any, to require the disclosure of, and Lender is relieved of any obligation or duty to disclose to Guarantor, any information which Lender may now or hereafter acquire concerning such condition or circumstances.  Guarantor agrees that it is not relying upon nor expecting Lender to disclose to Guarantor any fact now or later known by Lender, whether relating to the operations or condition of Borrower, the existence, liabilities or financial condition of any co ‑guarantor of the Obligations, the occurrence of any default with respect to the Obligations, or otherwise, notwithstanding any effect these facts may have upon Guarantor's risk under this Guaranty or Guarantor's rights against Borrower.  Guarantor knowing ly accepts the full range of risk encompassed in this Guaranty, which risk includes without limit the possibility that Borrower may incur Obligations to Lender after the financial condition of Borrower, or its ability to pay its debts as they mature, has deteriorated.

13. Notwithstanding any prior revocation, termination, surrender or discharge of this Guaranty (or of any lien, pledge or security interest securing this Guaranty) in whole or part, and of all liens, pledges and security interests securing this Guaranty, this Guaranty shall continue in full force and effect until Borrower's Obligations are fully paid, performed and discharged and Lender gives Guarantor written notice of that fact.  Borrower's Obligations shall not be considered fully paid, performed and discharged unless and until all payments by Borrower to Lender are no longer subject to any right on the part of any person whomsoever including but not limited to Borrower, Borrower as a debtor-in-possession, and/or any trustee or receiver in bankruptcy, to set aside such payments or seek to recoup the amount of such payments, or any part thereof.  In the event that any such payments by Borrower to Lender are set aside after the making thereof, in whole or in part, or settled without litigation, to the extent of such settlement, all of which is within Lender's discretion, Guarantor shall be liable for the full amount Lender is required to repay plus costs, interest, attorneys' fees and any and all expenses which Lender paid or incurred in connection therewith.  The foregoing shall include, by way of example and not by way of limitation, all rights to recover preferences voidable under the United States Bankruptcy Code and any liability imposed, or sought to be imposed, against Lender relating to the environmental condition of, or the presence of hazardous or toxic substances on, in or about, any property given as collateral to Lender by Borrower.  For pur poses of this Guaranty, "environmental condition" includes, without limitation, conditions existing with respect to the surface or ground water, drinking water supply, land surface or subsurface and the air; and "hazardous or toxic substances" shall include all substances now or subsequently determined by any federal, state or local authority to be hazardous or toxic, or otherwise regulated by any of these authorities.

14. This Guaranty shall be binding upon the successors and assigns of Guarantor and shall inure to the benefit of Lender's successors and assigns.  However, Borrower and Guarantor may not assign this Guaranty or any rights hereunder without Lender’s prior written consent and any prohibited assignment shall be absolutely void.  Neither an unconsented assignment nor an assignment consented to by Lender shall release Guarantor of any Obligation or indebtedness hereunder.  Lender reserves the right to sell, assign, transfer, negotiate, or grant participations in all or any part of, or any interest in, Lender’s rights and benefits under   this Guaranty and each of the related documents executed herewith or hereafter with Guarantor acknowledging and agreeing to same, and with Guarantor further acknowledging and agreeing that all of its Obligations owing to Lender under this Guaranty and any related documents executed herewith or hereafter shall be owing to such purchaser, assignee, transferee, participant or other successor party .  In connection therewith, Lender may disclose all documents and information which Lender now has or may hereafter acquire relating to Guarantor or the business of Guarantor, or any Collateral required hereunder.  Any waiver of any rights under this Guaranty or under any other agreement, instrument, or paper signed by Guarantor is neither valid nor effective unless made in writing and signed by Lender.  No delay or omission on the part of the Lender in exercising any right shall operate as a waiver thereof or of any other right.  If Guarantor is a natural person, the death of Guarantor shall not terminate this Guaranty.  If Guarantor is a partnership or an unincorporated association, Guarantor's rights and liability shall not be affected by any changes in the name of the entity or its membership.

15. All notices, demands and other communications which Guarantor or Lender may desire, or may be required, to give to the other shall be in writing and shall be sent via registered or certified mail, nationally recognized overnight courier, or personally delivered and shall be addressed to the party at the addresses set forth in the preamble of this Guaranty.  Any such notice, demand or communication shall be deemed given when received if personally delivered or sent by overnight courier, or deposited in the United States mail, postage prepaid, if sent by

registered or certified mail.  The address of either Guarantor or Lender may be changed by notice given in accordance with this paragraph.

16. This is an integrated agreement and is the sole and final agreement with respect to the subject matter hereof, and supersedes all prior negotiations and agreements.  No modification of this Guaranty shall be effective for any purpose unless it is in writing and executed by Guarantor and an officer of Lender authorized to do so.

17. Guarantor agrees to pay all attorneys' fees and all other costs and out-of-pocket expenses (including, without limitation, estimated legal fees imputed to in-house counsel and staff) which may be incurred by Lender in the enforcement of this Guaranty or in any way arising out of, following, or consequential to the enforcement of Borrower's Obligations, whether under this Guaranty, the Agreement, or otherwise, including without limitation the prosecution or defense of motions or actions for relief from any stay under the Bankruptcy Code, motions to deny dischargeability of any debt under the Bankruptcy Code, motions to grant or deny use of cash collateral or extend financing, motions to challenge or assert preference liability motions or fraudulent transfer liability motions, and all other motions brought by Borrower, Guarantor, Lender or third parties in any way relating to Lender's rights with respect to such Borrower, Guarantor, or third party and/or affecting any collateral securing any obligation owed to Lender by Borrower, Guarantor, or any thi rd party, or probate proceedings.

18. I n all cases where the word "Guarantor" is used in this Guaranty, it shall mean and apply equally to each of and all of the individuals and/or entities which have executed this Guaranty.  If any Obligation is guaranteed by two or more guarantors, the obligation of Guarantor shall be several and also joint, each with all and also each with any one or more of the others, and may be enforced at the option of Lender against each severally, any two or more jointly, or some severally and some jointly.  The term "Borrower" includes any debtor ‑in ‑possession or trustee in bankruptcy which succeeds to the interests of Borrower.

19. This Guaranty   or other guaranty related documents may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all signatures were upon the same instrument.  T his Guaranty   or other guaranty related documents , or a signature page thereto intended to be attached to a copy of this Guaranty   or other guaranty related documents , signed and transmitted by facsimile machine, telecopier or other electronic means (including via transmittal of a “pdf” file) shall be deemed and treated as an original document.   The signature of any person thereon, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original sig nature on an original document. At the request of any party hereto, any facsimile, telecopy or other electronic document is to be re-executed in original form by the persons who executed the facsimile, telecop y of other electronic document. No party hereto may raise the use of a facsimile machine, telecopier , or other electronic means or the fact that any signature was transmitted through the use of a facsimile machine, telecopier , or other electronic means as a defense to the enforcement of this Guaranty   or other guaranty related documents .

20. All acts and transactions hereunder and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without regard to choice of law principles.  The parties hereby agree that   this Guaranty is entered into and that Guarantor’s performance to Lender occurs at Campbell, California; and   all actions or proceedings arising in connection with this Guaranty and/or the Agreement shall be tried and litigated only in the State and Federal courts located in the County of Santa Clara, State of California or, at the sole option of Lender, in any other court in which Lender shall initiate legal or equitable proceedings and which has subject matter jurisdiction over the matter in controversy.  Each of Guarantor and Lender waives, to the extent permitted under applicable law, any right each may have to assert the doctrine of forum non conveniens or to object to venue to the extent any proceeding is brought in accordance with this section.

JONES SODA CO.

/s/ Jennifer Cue                        

By: Jennifer Cue

Title: President

A. Lender has lent or agreed to lend to Jones Soda Co. (USA) Inc. (“Jones USA”) a   Washington   corporation   and   JONES SODA (CANADA) INC .   a Canadian corporation (“Jones Canada”)  ( Jones USA and Jones Canada , each individually and collectively, the “Borrower”) , certain funds (the “Loan”) and Borrower desires to borrow such funds from Lender pursuant to a Loan and Security Agreement and/or Secured Promissory Note executed or to be executed in connection herewith (either, as amended, the "Loan Agreement").  All capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreement.

B. In order to induce Lender to make or continue to make the Loan, Pledgor has signed or will sign a General Continuing Guaranty (the “Guaranty”) guaranteeing the Obligations owed by Borrower to Lender.

C. In addition, in order to induce Lender to make the Loan, Pledgor has agreed to grant a security interest in certain intangible property to Lender for purposes of securing the Obligations of Pledgor to Lender.

1. Definitions .  All terms used herein which are defined in Division 1 or Division 9 of the Uniform Commercial Code of the State of California (“UCC”) shall have the meanings set forth therein ; provided, however, that if a term is defined in Division 9 of the UCC differently than in another Article of the UCC, the term has the meaning specified in Division 9.

2. Grant of Security Interest .  As collateral security for the prompt and complete payment and performance of all of Pledgor's present or future Obligations to Lender under the Guaranty , Pledgor hereby transfers, conveys and grants to Lender, as security, Pledgor's entire right, title and interest in, to and under the following (collectively, the "Intellectual Property Collateral"):

a. Any and all present and future copyright rights, copyright application, copyright registrations and like protections in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing, created, acquired or held, including without limitation those set forth on Exhibit A attached hereto (collectively, the "Copyrights");

b. Any and all present and future trade secrets, proprietary information, customer lists, manufacturing techniques, formulas, product formulations, and any and all intellectual property rights in computer software and computer software products now or hereafter existing, created, or acquired or held;

c. Any and all present and future design rights which may be available to Pledgor now or hereafter existing, created, acquired or held;

d. Any and all patents, patent licenses, patent applications and like protections including, without limitation, improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same, including without limitation the patents and patent applications set forth on Exhibit B attached hereto (collectively, the "Patents");

e. Any and all present and future trademark license, trademark, and service mark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Pledgor connected with and symbolized by such trademarks, including, without limitation, those set forth on Exhibit C attached hereto (collectively, the "Trademarks”).

f. Any and all present and future rights in and to domain names in whatever form, and all derivative URLs, including without limitation those set forth on Exhibit D attached hereto (collectively, the “Domain Names”);

g. Any and all claims for damages by way of past, present and future infringement of any of the rights included above, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the intellectual property rights identified above;

h. Any and all present and future licenses or other rights to use any of the Copyrights, Patents, Trademarks, or Domain Names, and all license fees and royalties arising from such use to the extent permitted by such license or rights;

i. All amendments, extensions, renewals and extensions of any of the Copyrights, Patents, Trademarks, or Domain Names; and

j. Any and all proceeds and products of any of the foregoing, including, without limitation, all payments under insurance or any indemnity or warranty payable in respect of any of the foregoing.

3. Authorization and Request .  Pledgor authorizes and requests that the Register of Copyrights and the Commissioner of Patents and Trademarks record this Agreement.

4. Covenants and Warranties .  Pledgor represents, warrants, covenants and agrees as follows:

a. Pledgor is now the sole owner of the Intellectual Property Collateral (with the exception of other shared or non-ownership rights of Pledgor in the Intellectual Property Collateral as described in Exhibit E attached hereto) , except for non-exclusive licenses granted by Pledgor to its customers in the ordinary course of business and except for those liens, encumbrances or security interests described in Exhibit E attached hereto;

b. Performance of this Agreement does not conflict with or result in a breach of any agreement to which Pledgor is party or by which Pledgor is bound;

c. During the term of this Agreement, Pledgor shall not transfer or otherwise encumber any interest in the Intellectual Property Collateral, except for liens, encumbrances, or security interests described in Exhibit E attached hereto and non-exclusive licenses granted by Pledgor, copies of which Pledgor will provide from time to time to Lender at the request of Lender;

d. Each of the Patents is valid and enforceable, and no part of the Intellectual Property Collateral has been judged invalid or unenforceable (provided that, notwithstanding the foregoing, Pledgor makes no such representation or warranty with respect to the Patents existing as of the dat e   of first execution of this Agreement) , in whole or in part, and no claim has been made that any part of the Intellectual Property Collateral violates the rights of any third party;

e. Pledgor shall deliver to Bank within thirty  ( 30 ) days of the last day of each month , a report signed by Pledgor, in form reasonably acceptable to Bank, listing any applications or registrations that Pledgor has made or filed in respect of any patents, copyrights or trademarks and the status of any outstanding applications or registrations.  Pledgor shall promptly advise Lender of any material change in the composition of the

Intellectual Property Collateral, including but not limited to, any subsequent ownership right of the Pledgor in or to any Trademark, Patent or Copyright not specified in this Agreement;

f. Pledgor shall exercise commercially reasonable best efforts to   protect, defend and maintain the validity and enforceability of the Copyrights, Patents, Trademarks, or Domain Names, detect infringements of the Copyrights, Patents, Trademarks, or Domain Names and promptly advise Lender in writing of material infringements detected and not allow any Copyrights, Patents, Trademarks, or Domain Names to be abandoned, forfeited or dedicated to the public without the written consent of Lender, which consent shall not be unreasonably withheld, unless Pledgor determines that reasonable business practices suggest that abandonment is appropriate and so advises Lender;

g. Pledgor shall not register any maskworks, software, computer programs or other works of authorship subject to United States copyright protection with the United States Copyright Office without first complying with the following:  providing Lender with at least fifteen (15) days’ prior written notice thereof; providing Lender with a copy of the application for any such registration; and executing and filing such other instruments, and taking such further actions as Lender may reasonably request from time to time to perfect or continue the perfection of Lender's interest in the Intellectual Property Collateral, including without limitation the filing with the United States Copyright Office, simultaneously with the filing by Pledgor of the application for any such registration, of a copy of this Agreement or a Supplement hereto in form acceptable to Lender identifying the maskworks, software, computer programs or other works of authorship being registered and confirming the grant of a security interest therein in favor of Lender;

h. This Agreement creates, and in the case of after acquired Intellectual Property Collateral, this Agreement will create at the time Pledgor first has rights in such after acquired Intellectual Property Collateral, in favor of Lender a valid and perfected first priority security interest in the Intellectual Property Collateral in the United States securing the payment and performance of the Obligations evidenced by the Guaranty upon making the filings referred to in clause 4.i below;

i. Except for, and upon, the filing of a UCC financing statement with the appropriate filing office in the appropriate state; a notice of security interest with the United States Patent and Trademark office with respect to the Patents and Trademarks; and a notice of security interest with the United States Copyright Office with respect to the Copyrights, and or such other action as Lender may deem necessary to perfect the security interests created hereunder, and, except as has been already made or obtained, no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required either for the grant by Pledgor of the security interest granted hereby or for the execution, delivery or performance of this Agreement by Pledgor; or for the perfection in the United States in the Intellectual Property Collateral or the exercise by Lender of its rights and remedies hereunder;

j. All information heretofore, herein or hereafter supplied to Lender by or on behalf of Pledgor with respect to the Intellectual Property Collateral is accurate and complete in all material respects;

k. Pledgor shall not enter into any agreement that would materially impair or conflict with Pledgor's obligations hereunder without Lender's prior written consent, which consent will not be unreasonably withheld.  Pledgor shall not permit the inclusion in any contract to which it becomes a party of any provisions that could or might in any way impair or prevent the creation of a security interest in Pledgor's rights and interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts; and

l. Upon any officer of Pledgor obtaining knowledge thereof, Pledgor shall promptly notify Lender in writing of any event that materially adversely affects the value of any of the Intellectual Property Collateral, the ability of Pledgor or Lender to dispose of any of the Intellectual Property Collateral or the rights and remedies of Lender in relation thereto, including, without limitation, the levy of any legal process against any of the Intellectual Property Collateral.

5. Infringement .  Pledgor agrees that if any Person shall do or perform any acts which Lender reasonably believes constitutes an infringement of any Intellectual Property Collateral, or violate or infringe any right of Pledgor or Lender therein or if any Person shall do or perform any acts which Lender believes constitutes an

unauthorized or unlawful use thereof, then and in any such event, Lender may and shall have the right to   (provided that Pledgor has failed to undertake reasonable steps to protect Lender’s interest within five (5) days following Lender’s written request to do so) take reasonable steps to protect its interests; and while an Event of Default is continuing, to take such steps and institute such suits or proceedings as Lender may deem advisable or necessary to prevent such acts and conduct and to secure damages and other relief by reason thereof, and to generally take such steps as may be advisable or necessary or proper for the full protection of the rights of the parties.  Lender may take such steps or institute such suits or proceedings in its own name or in the name of Pledgor or in the names of the parties jointly.  Lender hereby agrees to give Pledgor notice of any steps taken, or any suits or proceedings instituted, by Lender pursuant to this paragraph.

6. Security Interest .  This security interest is granted in conjunction with the security interests granted to Lender pursuant to the Guaranty .  Pledgor does hereby further acknowledge and affirm that the rights and remedies of Lender with respect to the security interest in the Intellectual Property Collateral made and granted hereby are subject to, and more fully set forth in, the Guaranty , the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

7. Lender's Rights .  Lender shall have the right, but not the obligation, to take, at Pledgor's sole expense, any actions that Pledgor is required under this Agreement to take but which Pledgor fails to take, after five (5) days' written notice to Pledgor.  Pledgor shall reimburse and indemnify Lender for all costs and expenses incurred in the reasonable exercise of its rights under this Section 7 .

8. Inspection Rights .  Pledgor hereby grants to Lender and its employees, representatives and agents the right to visit, during reasonable hours upon prior reasonable notice to Pledgor, and to the extent Pledgor can legally grant that right, any of Pledgor's and its subcontractors' plants and facilities that manufacture, install or store products (or that have done so during the prior six-month period) that are sold under any of the Intellectual Property Collateral, and to inspect the products and quality control records relating thereto upon reasonable notice to Pledgor and as often as may be reasonably requested; provided, however, nothing herein shall entitle Lender to access to Pledgor's trade secrets and other proprietary information.

9. Further Assurances; Attorney in Fact .

a. On a continuing basis, Pledgor will, subject to any prior licenses, encumbrances and restrictions and prospective licenses, make, execute, acknowledge and deliver, and file and record in the proper filing and recording places in the United States, all such instruments, including, appropriate financing and continuation statements and collateral agreements and filings with the United States Patent and Trademark Office or the United States Copyright Office, and take all such action as may reasonably be deemed necessary or advisable, or as requested by Lender to perfect Lender’s security interest in all Intellectual Property and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to Lender the grant or perfection of a security interest in all Intellectual Property Collateral.

b. Pledgor hereby irrevocably appoints Lender as Pledgor's attorney-in-fact, with full authority in the place and stead of Pledgor and in the name of Pledgor, Lender or otherwise, from time to time in Lender's Sole Discretion, to take any action and to execute any instrument which Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including:

i. t o modify in its Sole Discretion without first obtaining Pledgor's approval of or signature to such modification Exhibit A ,   Exhibit B ,   Exhibit C , and Exhibit D hereof as appropriate, to include reference to any right title or interest in any Copyrights, Patents, Trademarks, or Domain Names acquired by Pledgor after the execution hereof or to delete any reference to any right, title, or interest in any Copyrights, Patents, Trademarks, or Domain Names in which Pledgor no longer has or claims any right, title or interest; and,

ii. t o file, in its Sole Discretion, one or more UCC financing or continuation statements and amendments thereto, relative to any of the Intellectual Property Collateral without the signature of Pledgor where permitted by law;

iii. after the occurrence and during the continuance of an Event of Default, to qualify Pledgor to do business in any state if Pledgor shall fail to do so following request by Lender; and

iv. a fter the occurrence of an Event of Default, to transfer the Intellectual Property Collateral into the name of Lender or a third party to the extent permitted under the UCC .

10. Events of Default .  The occurrence of any of the following events shall constitute an Event of Default under this Agreement:

a. An Event of Default occurs under the Guaranty, the Loan Agreement , or any other agreement between Pledgor , Borrower, and Lender; or

b. Pledgor breaches any warranty or agreement made by Pledgor in this Agreement.

11. Remedies .  Upon the occurrence of an Event of Default, Lender shall have the right to exercise all of the remedies of a Lender under the UCC, including without limitation, the right to require Pledgor to assemble the Intellectual Property Collateral and to make it available to Lender at a place designated by Lender.  Pledgor will pay any expenses (including reasonable attorneys’ fees and legal and other costs and the reasonable estimate of the allocated costs and expenses of in-house legal counsel and staff) incurred by Lender in connection with the exercise of any of Lender's rights hereunder, including without limitation any reasonable expense incurred in disposing of the Intellectual Property Collateral.  All of Lender's rights and remedies with respect to the Intellectual Property Collateral shall be cumulative.

12. Lender’s Duties .  Beyond the safe custody thereof, Lender shall have no duty with respect to any Intellectual Property Collateral in its possession or control (or in the possession or control of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto.  Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Intellectual Property Collateral in its possession if the Intellectual Property Collateral is accorded treatment substantially equal to that which it accords its own property.  Lender shall not be liable or responsible for any loss or damage to any of the Intellectual Property Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by Lender in good faith.

13. Costs and Expenses; Indemnification; Other Charges .

a. Costs and Expenses .  Pledgor agrees to pay on demand:

i. reasonable costs or expenses (including without limitation taxes, photocopying, notarization, telecommunication, insurance premiums, and postage) paid by Lender in connection with Lender’s transactions with Pledgor ;

ii. reasonable costs and expenses required to be paid by Pledgor under any of the Loan Documents that are paid or advanced by Lender in connection with Lender’s transactions with Pledgor ;

iii. reasonable legal fees and expenses paid or incurred by Lender in connection with the due diligence, negotiation and preparation of this Agreement, the Loan Documents executed in connection herewith and other documents executed in connection herewith now and in the future (whether for legal services and expenses from outside counsel or from in-house counsel);

iv. reasonable documentation, filing, recording, publication, appraisal (including periodic Collateral appraisals) and search fees assessed, paid, or incurred by Lender in connection with Lender’s transactions with Pledgor ;

v. reasonable costs and expenses of third party claims or any other suit paid or incurred by Lender in enforcing or defending the Loan Documents and adjusting or settling disputes and claims with Account Debtors with respect to Pledgor ’s Accounts; and Lender’s costs and expenses and reasonable Attorneys’ Fees and expenses (whether for legal services incurred by and expenses from outside counsel and/or from in-house

counsel and staff) incurred in advising, structuring, drafting, reviewing, administering, amending, terminating, or enforcing , or in any other way relating to, this Agreement or the other Loan Documents (including reasonable Attorneys’ Fees and expenses incurred in such adjusted or settled disputes and claims, and in connection with a “workout,” a “restructuring,” or an Insolvency Proceeding concerning Pledgor or any Guarantor of the Obligations, irrespective of whether suit is brought).  The Attorneys’ Fees incurred by Lender in any Insolvency Proceeding shall include, without limitation, those incurred in connection with debtor-in-possession financing, motions for relief from automatic stay, and actions to determine dischargeability, and defending, or concerning the Loan Documents.

b. Indemnification .  Pledgor hereby agrees to indemnify Lender, any Affiliate thereof, and its directors, officers, employees, agents, counsel, and other advisors (each an “Indemnified Person”) against, and hold each of them harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever, including Attorneys’ Fees, Lender Expenses, the reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs of internal counsel), which may be imposed on, incurred by, or asserted against any Indemnified Person, in any way relating to or arising out of this Agreement or the transactions contemplated hereby or any action taken or omitted to be taken by it hereunder (the “Indemnified Liabilities”); provided that Pledgor shall not be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they are found by a final decision of a court of competent jurisdiction to have resulted from such Indemnified Person’s gross negligence or willful misconduct.  If and to the extent that the foregoing indemnification is for any reason held unenforceable, Pledgor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.

c. Other Charges .  Pledgor agrees to indemnify Lender against and hold it harmless from any and all present and future stamp, transfer, documentary, and other such taxes, levies, fees, assessments, and other charges made by any jurisdiction by reason of the execution, delivery, performance, and enforcement of this Agreement.

14. Notices .  Unless otherwise provided in this Agreement or hereinbelow, all notices or demands by any party relating to this Agreement or any of the other Loan Documents shall be in writing and (except for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) may be made, and deemed to be given, as follows: a) if delivered in person or by courier (overnight or otherwise), on the date when it is delivered; b) if by facsimile, when received at the correct number (proof of which shall be an original facsimile transmission confirmation slip or equivalent); or c) if sent by certified or registered mail or the equivalent, on the earlier of the date such mail is actually delivered or three (3) days after deposit thereof in the mail, unless the date of actual delivery or such date 3 days after deposit thereof in the mail (as applicable) is not a Business Day in which case such communication shall be deemed given and effective on the first following Business Day.  Any such notice or communication given pursuant to this Agreement or any of the Loan Documents shall be addressed to the intended recipient at its address or number specified as follows:

15. Certain Waivers .  Pledgor waives, to the fullest extent permitted by law, any right of redemption with respect to the Intellectual Property Collateral, whether before or after sale hereunder; all rights, if any, of marshalling of the Intellectual Property Collateral or other collateral or security for the Obligations whether such rights arise under California Civil Code §§2899 and 3433 or otherwise; any right to require Lender to proceed against any Person; to exhaust any other collateral or security for any of the Obligations; to pursue any remedy in Lender’s power; or to make or give any presentments, demands for performance, notices of nonperformance, protests, notices of protests, or notices of dishonor in connection with any of the Intellectual Property Collateral; all claims, damages, and demands against Lender arising out of the repossession, retention, sale, or application of the proceeds of any sale of the Intellectual Property Collateral; and demand, protest, notice of protest, notice of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees at any time held by Lender on which Pledgor may in any way be liable.

16. Release upon Satisfaction of Pledgor’s Obligations .  At such time as Pledgor shall completely satisfy all of the Obligations secured hereunder (other than inchoate indemnity obligations), Lender shall execute and deliver to Pledgor all terminations, releases and other instruments as may be necessary or proper to evidence the termination of the security interests granted hereunder, subject to any disposition thereof which may have been made by Lender pursuant hereto.

17. General Terms .

a. Survival of Representations and Warranties .  All representations and warranties of Pledgor contained in this Agreement shall survive the execution and delivery of this Agreement.

b. “Sole Discretion” means the exercise by Lender of its reasonable (from the perspective of a secured asset based lender) business judgment in light of all of the facts and circumstances existing with respect to the issue then under consideration by Lender.

c. California Law; Venue .  This Agreement and all transactions contemplated hereunder and/or evidenced hereby shall be governed by, construed under, and enforced in accordance with the internal laws of the State of California, without giving effect to conflicts of law principles.     The parties hereby agree that   this Agreement is entered into and that Pledgor’s performance to Lender occurs at Campbell, California; and   all actions or proceedings arising in connection with this Agreement and/or the Loan Documents shall be tried and litigated only in the State and Federal courts located in the County of Santa Clara, State of California or, at the sole option of Lender, in any other court in which Lender shall initiate legal or equitable proceedings and which has subject matter jurisdiction over the matter in controversy.  Each of Pledgor and Lender waives, to the extent permitted under applicable law, any right each may have to assert the doctrine of forum non conveniens or to object to venue to the extent any proceeding is brought in accordance with this section.

d. JURY TRIAL WAIVER .  PLEDGOR AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.  PLEDGOR AND LENDER REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

e. Successors and Assigns .  This Agreement shall bind and inure to the benefit of the respective successors and permitted assigns of each of the parties; provided, however, that neither this Agreement nor any rights hereunder may be assigned by Pledgor without Lender’s prior written consent, which consent may be granted or withheld in Lender’s Sole Discretion.  Lender shall have the right without the consent of or notice to Pledgor to sell, transfer, negotiate, or grant participation in all or any part of, or any interest in, Lender’s obligations, rights and benefits hereunder.     In connection therewith, Lender may disclose all documents and information that Lender now has or may hereafter acquire relating to any credit extended by Lender to Borrower, Borrower or its business, any Pledgor or Obligor or the business of any Pledgor or Obligor, or any Collateral.

f. Severability of Provisions .  In the event any one or more of the provisions contained in this Agreement is held to be invalid, illegal or unenforceable in any respect, then such provision shall be ineffective only to the extent of such prohibition or invalidity, and the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

g. Amendments .  Neither this Agreement nor any provisions hereof may be changed, waived, discharged or terminated, nor may any consent to the departure from the terms hereof be given, orally (even if supported by new consideration), but only by an instrument in writing signed by all parties to this Agreement.  Any waiver or consent so given shall be effective only in the specific instance and for the specific purpose for which given.

h. Entire Agreement .  This Agreement, together with the Guaranty and the Loan Agreement embodies the entire agreement and understanding among and between the parties hereto, and supersedes all prior or contemporaneous agreements and understandings between said parties, verbal or written, express or implied, relating to the subject matter hereof.  No promises of any kind have been made by Lender or any third party to induce Pledgor to execute this Agreement.  No course of dealing, course of performance or trade usage, and no parol evidence of any nature, shall be used to supplement or modify any terms of this Agreement.

i. Waiver .  No failure to exercise and no delay in exercising any right, power, or remedy hereunder shall impair any right, power, or remedy which Lender may have, nor shall any such delay be construed to be a waiver of any of such rights, powers, or remedies, or any acquiescence in any breach or default hereunder; nor shall any waiver by Lender of any breach or default by Pledgor hereunder be deemed a waiver of any default or breach subsequently occurring.  All rights and remedies granted to Lender hereunder shall remain in full force and effect notwithstanding any single or partial exercise of, or any discontinuance of action begun to enforce, any such

right or remedy.  The rights and remedies specified herein are cumulative and not exclusive of each other or of any rights or remedies which Lender would otherwise have.

j. Interpretation .  This Agreement and all agreements relating to the subject matter hereof are the product of negotiation and preparation by and among each party and its respective attorneys, and shall be construed accordingly.  The parties waive the provisions of California Civil Code §1654.

k. Information .  Pledgor agrees that Lender may provide information relating to this Agreement or relating to Pledgor to Lender’s parent, affiliates, and subsidiaries.

l. Counterparts .  This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all signatures were upon the same instrument.  This Agreement, or a signature page thereto intended to be attached to a copy of this Agreement, signed and transmitted by facsimile machine, telecopier , or other electronic means (including via transmittal of a “pdf” file) shall be deemed and treated as an original document.  The signature of any person thereon, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature on an original document.  At the request of any party hereto, any facsimile, telecopy or other electronic document is to be re-executed in original form by the persons who executed the facsimile, telecopy of other electronic document.  No party hereto may raise the use of a facsimile machine, telecopier , or other electronic means or the fact that any signature was transmitted through the use of a facsimile machine, telecopier , or other electronic means as a defense to the enforcement of this Agreement.

m. Satisfaction Requirement .  If any agreement, certificate or other writing, or any action taken or to be taken, is by the terms of this Agreement required to be satisfactory to Lender, the determination of such satisfaction shall be made by the Lender in its Sole Discretion.

n. Course of Dealing .  No course of dealing, nor any failure to exercise, nor any delay in exercising any right, power, or privilege hereunder shall operate as a waiver thereof.

PLEDGOR:

JONES SODA CO.

/s/ Jennifer Cue

By: Jennifer Cue

Its: President

LENDER:

BFI Business Finance

/s/ Jeffrey Lizar

By: Jeffrey Lizar

Its: Executive Vice President

Domain Name

Registrar

Expiration Date

www.jonessoda.com

Network Solutions, LLC

01/28/2014

www.jonessodastore.com

Network Solutions, LLC

02/04/2014

www.myjones.com

Network Solutions, LLC

05/07/2014

A. Lender has provided and/or will provide financial accommodations to Jones Soda Co. (USA) Inc. (“Jones USA”) and   JONES SODA (CANADA) INC . (“Jones Canada”)  ( Jones USA and Jones Canada , each individually and collectively, together with its successors and assigns, the “Borrower”).

B. Guarantor/Pledgor has executed that certain General Continuing Guaranty (as hereafter amended, revised and/or extended, the “Guaranty”) in favor of Lender, whereby Guarantor/Pledgor agrees to guarantee the Obligations owing by Borrower to Lender, as more comple tely set forth in the Guaranty.

C. This Agreement is given to secure Guarantor/Pledgor’s O bligations to Lender under th e   Guaranty as well as any other O bligations that may be owed now or in the future by Guarantor/Pledgor to Lender.

1. Incorporation by Reference .     The foregoing Recitals and the documents referred to in such Recitals are incorporated herein by this reference as though set forth in full herein.

2. Definitions .

(a.) substances that are defined or listed in, or otherwise classified pursuant to, any applicable laws or regulations as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, or “EP toxicity”;

(b.) oil, petroleum, or petroleum derived substances, natural gas, natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated with the exploration, development, or production of crude oil, natural gas, or geothermal resources;

(c.) any flammable substances or explosives or any radioactive materials; and

(d.) asbestos in any form or electrical Equipment which contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of fifty (50) parts per million

(e.) asbestos in any form or electrical Equipment which contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of fifty (50) parts per million.

(a.) all indebtedness for borrowed money (whether by loan or the issuance and sale of debt securities);

(b.) that portion of obligations with respect to capital leases that is properly classified as a liability on a balance sheet in conformity with GAAP;

(c.) acceptances, bonds, indentures, notes payable, and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money;

(d.) any obligation owed for all or any part of the deferred purchase price of property or services if the purchase price is due more than six (6) months from the date the obligation is incurred or is evidenced by a note or similar written instrument;

(e.) all indebtedness secured by any lien on any property or asset owned or held by Guarantor/Pledgor regardless of whether the indebtedness secured thereby shall have been assumed by Guarantor/Pledgor or is nonrecourse to the credit of Guarantor/Pledgor ;

(f.) contingent obligations to the extent such obligations are no longer contingent but become absolute and remain unpaid;

(g.) all obligations, contingent or otherwise, relative to the face amount of any letter of credit, letter of credit guaranties, bankers acceptances, interest rate swaps, controlled disbursement accounts, or other financial products;

(h.) any unfunded obligation of Guarantor/Pledgor or any of its subsidiaries to a multiemployer plan required to be accrued by GAAP; and

(i.) obligations of Guarantor/Pledgor guaranteeing or intended to guarantee (whether guaranteed, endorsed, co-made, discounted, or sold with recourse to Guarantor/Pledgor ), any indebtedness, lease, dividend, letter of credit, or other obligation of any other p erson or entity .

(a.) Indebtedness evidenced by the Guaranty, the Loan Agreement and / or the Loan Documents;

(a.) amounts owing under licenses in the ordinary course of Guarantor/Pledgor’s business, so long as the licensor (if a third party other than Guarantor/Pledgor) has entered into an agreement in form and content reasonably satisfactory to Lender;

(b.) subordinated debt that is subject to a subordination agreement in favor of Lender in form and content reasonably satisfactory to Lender;

(c.) Permitted Purchase Money Indebtedness for Acquisition of Fixed Assets;

(d.) the Indebtedness set forth in the latest financial statements of Guarantor/Pledgor submitted to Lender on or prior to the Closing Date;

(e.) Indebtedness secured by Permitted Liens; and

(f.) refinancings, renewals, or extensions of the foregoing, provided: 1)   the terms and conditions of such refinancings, renewals, or extensions do not materially impair the prospects of repayment of the Obligations by Borrower; 2)   the net cash proceeds of such refinancings, renewals, or extensions do not result in an increase in the aggregate principal amount of the Indebtedness so refinanced, renewed, or extended; 3)   such refinancings, renewals, or extensions do not result in a shortening of the average weighted maturity of the Indebtedness so refinanced, renewed, or extended; and 4)   that to the extent that the Indebtedness that is refinanced was subordinated in right of payment to the Obligations, then the subordination terms and conditions of the refinancing of the Indebtedness must be at least as favorable to Lender as those applicable to the refinanced Indebtedness;

(a.) liens and Security Interests held by Lender or agreed to by Lender in the any Loan Documents;

(b.) liens for unpaid taxes of Guarantor/Pledgor that are either   not yet due and payable; or       do not constitute an Event of Default hereunder; and   are the subject of a Permitted Protest;

(c.) liens and Security Interests granted against Equipment disclosed in writing by Guarantor/Pledgor to Lender and consented to by Lender in writing;

(d.) liens described in Schedule A-1 hereto, provided such liens are subject to such subordination agreements as Lender may require;

(e.) purchase money liens or the interests of lessor under capital leases to the extent that such liens or interests secure Permitted Purchase Money Indebtedness for Acquisition of Fixed Assets and so long as such lien attaches only to the asset purchased or acquired and the proceeds thereof;

(f.) with respect to real property, easements, rights of way, reservations, covenants, conditions, restrictions, zoning variances, and other similar encumbrances that do not materially interfere with the use or value of the property subject thereto;

(g.) obligations and duties as lessee under any operating lease existing on the date of this Agreement; and obligations and duties as lessee under any lease existing on the date of this Agreement;

(h.) any liens incurred in connection with the refinancing, renewal, or modification of indebtedness secured by Permitted Liens, provided:   the terms and conditions of such refinancings, renewals, or extensions do not materially impair the prospects of repayment of the Obligations by Guarantor/Pledgor;   the net cash proceeds of such refinancings, renewals, or extensions do not result in an increase in the aggregate principal amount of the Indebtedness so refinanced, renewed, or extended;   such refinancings, renewals, or extensions do not result in a shortening of the average weighted maturity of the Indebtedness so refinanced, renewed, or extended; and   that to the extent that the Indebtedness that is refinanced was subordinated in right of payment to the Obligations, then the subordination terms and conditions of the refinancing of the Indebtedness must be at least as favorable to Lender as those applicable to the refinanced Indebtedness;

(i.) liens for unpaid taxes, assessments, or other governmental charges or levies   that are not yet delinquent; or   do not constitute an Event of Default hereunder and are the subject of Permitted Protests;

(j.) judgment liens that do not constitute an Event of Default under this Agreement;

(k.) liens on amounts deposited in connection with obtaining Workers’ Compensation Insurance or other unemployment insurance; and

(l.) liens on amounts deposited as security for surety or appeal bonds in connection with obtaining such bonds in the ordinary course of business, provided that such deposits have been made with Lender’s prior written consent.

3. Grant of Security Interest in the Collateral .     Guarantor/Pledgor hereby grants a continuing security interest in the Collateral to secure payment when due, whether by stated maturity, demand, acceleration or otherwise, of all   Obligations owing to Lender by Borrower as defined in the Agreement; and   all Obligations of Guarantor/Pledgor under the Guaranty, this Agreement and any other agreement by and between Lender and Guarantor/Pledgor.

4. Warranties, Covenants, and Agreements .  Guarantor/Pledgor warrants, covenants and agrees as set forth below.

4.1. Information; Right to Inspect .  Guarantor/Pledgor shall furnish to Lender, in form and at intervals as Lender may reasonably request, any information Lender may reasonably request and allow Lender to examine, inspect, and copy any of Guarantor/Pledgor's books and records.  Guarantor/Pledgor shall, at the written request of Lender, mark its records and the Collateral to clearly indicate the security interest of Lender under this Agreement. Lender agrees to give Guarantor/Pledgor reasonable notice of its intent to examine, inspect and copy any of Guarantor/Pledgor’s records. Notwithstanding the foregoing, after the occurrence of and during the continuation of a Material Event of Default, as defined below, no such prior notice shall be required. In that regard, (i) any fraud, defalcation or conversion on the part of Borrower or Guarantor/Pledgor or any other Guarantor shall be deemed to be a Material Event of Default; and (ii) there shall be no requirement that such fraud, defalcation or conversion be continuing in order to permit Lender to exercise any rights or remedies available to Lender under the Guaranty or applicable law.

4.2. Warranties as to Collateral .     At the time any Collateral becomes, or is represented to be, subject to a security interest in favor of Lender, Guarantor/Pledgor shall be deemed to have warranted that   Guarantor/Pledgor is the lawful owner of the Collateral and has the right and authority to subject the Collateral to a security interest granted to Lender;   none of the Collateral is subject to any security interest other than that in favor of Lender or the holder of any Permitted Lien;   there are no financing statements on file, other than in favor of Lender or the holders of Permitted Liens; and   Guarantor/Pledgor acquired its rights in the Collateral in the ordinary course of its business.

4.3. Collateral Shall be Free From Liens Other Than Permitted Liens .     Guarantor/Pledgor shall keep the Collateral free at all times from all claims, liens, security interests and encumbrances other than those in favor of Lender or the holders of Permitted Liens.  Guarantor/Pledgor will not, without the prior written consent of Lender, sell, transfer or lease, or permit to be sold, transferred or leased, any or all of the Collateral, except (where inventory is pledged as Collateral) for Inventory in the ordinary course of its business and will not return any Inventory to its supplier.  Lender or its representatives may at all reasonable times and upon reasonable advance notice inspect the

Collateral and may enter upon all premises where the Collateral is kept or might be located; provided, however, that Lender agrees to give Guarantor/Pledgor reasonable notice of its intent to inspect the Collateral and enter upon the premises where the Collateral is kept or might be located.  Notwithstanding the foregoing, after the occurrence of and during the continuation of a Material Event of Default, no such prior notice shall be required.

4.4. Reasonable Acts to Establish and Maintain Priority of Lender’s Lien .  Guarantor/Pledgor shall do all reasonable acts and or cause to be executed all writings reasonably requested by Lender to establish, maintain and continue a perfected and first security interest of Lender in the Collateral subject to Permitted Liens.  Guarantor/Pledgor agrees that Lender has no obligation to acquire or perfect any lien on or security interest in any asset(s), whether real property or personal property, to secure payment of the Indebtedness, and Guarantor/Pledgor is not relying upon assets in which Lender may have a lien or security interest for payment of the Indebtedness.

4.5. Taxes and Assessments .     Guarantor/Pledgor shall pay within the time that they can be paid without interest or penalty , or on or prior to the date that the tax return for such taxes is due , all taxes, assessments and similar charges which at any time are or may become a lien, charge, or encumbrance upon any Collateral, except to the extent subject to a Permitted Protest.  If Guarantor/Pledgor fails to pay any of these taxes, assessments, or other charges in the time provided above, Lender has the option (but not the obligation) to do so and Guarantor/Pledgor agrees to repay all amounts so expended by Lender immediately upon demand, together with interest at the highest lawful default rate which could be charged by Lender to Borrower and/or Guarantor/Pledgor on any Indebtedness.

4.6. Collateral Shall be Maintained in Good Condition; Insurance .     Guarantor/Pledgor shall keep the Collateral in good condition and will protect it from loss, damage, or deterioration from any cause, subject only to normal wear and tear.  Guarantor/Pledgor has and will maintain at all times   with respect to the Collateral, insurance under an “all risk” policy against fire and other risks customarily insured against, and   public liability insurance and other insurance as may be required by law or reasonably required by Lender, all of which insurance shall be in amount, form and content, and written by companies as may be satisfactory to Lender, containing a lender's loss payable endorsement Acceptable to Lender.  Guarantor/Pledgor will deliver to Lender immediately upon demand evidence satisfactory to Lender that the required insurance has been procured.  If Guarantor/Pledgor fails to maintain satisfactory insurance, Lender has the option (but not the obligation) to do so and Guarantor/Pledgor agrees to repay all amounts so expended by Lender immediately upon demand, together with interest at the highest lawful default rate which could be charged by Lender to Guarantor/Pledgor on any Indebtedness.

4.7. Warranties as to Accounts .     With respect to the Accounts pledged as Collateral under this Agreement, then on each occasion on which Guarantor/Pledgor evidences to Lender the account balances on and the nature and extent of the Accounts, Guarantor/Pledgor shall be deemed to have warranted that except as otherwise indicated to the best of Guarantor/Pledgor’s knowledge after reasonable inquiry, the following is true:     each of those Accounts is valid and enforceable without the need for performance by Guarantor/Pledgor of any act;   each of those balances reflected as to each Account is in fact owing ;     there are no setoffs, recoupments, credits, contra accounts, counterclaims or defenses against any of those Accounts ;     as to any Accounts represented by a note, trade acceptance, draft or other instrument or by any chattel paper or document, the same have been endorsed and/or delivered by Guarantor/Pledgor to Lender ;     Guarantor/Pledgor has not received with respect to any Account, any notice of the death of the related account debtor, nor the dissolution, liquidation, termination of existence, insolvency, business failure, appointment of a receiver for, assignment for the benefit of creditors by, or filing of a petition in bankruptcy by or against, the account debtor ; and   as to each Account, the Account Debtor is not an affiliate of Guarantor/Pledgor, the United States of America or any department, agency or instrumentality of it, or a citizen or resident of any jurisdiction outside of the United States.  Guarantor/Pledgor will do all acts and will execute all writings reasonably requested by Lender to perform, enforce performance of, and collect all Accounts.  Guarantor/Pledgor shall immediately advise Lender at such time that Guarantor/Pledgor learns that any of the foregoing representations and warranties are incorrect in any material respect. Guarantor/Pledgor shall neither make nor permit any modification, compromise, or substitution for any Account other than in the ordinary course of Guarantor/Pledgor’s business without the prior written consent of Lender, which consent shall not unreasonably be withheld.  Guarantor/Pledgor shall, at Lender's reasonable prior  request, arrange for verification of Accounts directly with the accounts of Guarantor/Pledgor or by other methods Acceptable to Lender.

4.8. Compliance by Guarantor/Pledgor with Laws .     Guarantor/Pledgor at all times shall be in material compliance with all applicable laws, including, without limitation, any laws, ordinances, directives, orders, statutes, or regulations an object of which is to regulate or improve health, safety, or the environment (collectively, “Environmental Laws”).

4.9. Redelivery of Collateral .     If Lender, acting in its sole reasonable Discretion, redelivers Collateral to Guarantor/Pledgor or Guarantor/Pledgor's designee for an y of the following purposes :     the ultimate sale or exchange thereof;   the presentation, collection, renewal, or registration of transfer thereof; or   the loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing with it preliminary to sale or exchange; such redelivery shall be in trust for the benefit of Lender and shall not constitute a release of Lender's security interest in it or in the proceeds or products of it unless Lender specifically so agrees in writing.  If Guarantor/Pledgor requests any such redelivery, Guarantor/Pledgor will deliver with such request a proposed form of financing statement, which financing statement will be filed by Lender if such financing statement is in form and substance satisfactory to Lender.  Any proceeds of Collateral coming into Guarantor/Pledgor's possession as a result of any such redelivery shall be held in trust for Lender and immediately delivered to Lender for application against the Indebtedness.  Lender may (in its sole reasonable Discretion) deliver any or all of the Collateral to Guarantor/Pledgor, and such delivery by Lender shall discharge Lender from all liability or responsibility for such Collateral.  Lender, at its option, may require delivery of any Collateral to Lender at any time

following the occurrence and during the continuance of a Material Event of Default with such endorsements or assignments of the Collateral as Lender may request.

4.10. Additional Rights of Lender Upon Default by Guarantor/Pledgor .     Upon the occurrence and during the continuance of a Material Event of Default under the Guaranty, after giving such notice as may be reasonable under the circumstances, Lender may as to Collateral other than Equipment, Fixtures or Inventory   cause any or all of such Collateral to be transferred to its name or to the name of its nominees;   receive or collect by legal proceedings or otherwise all dividends, interest, principal payments and other sums and all other distributions at any time payable or receivable on account of such Collateral, and hold the same as Collateral, or apply the same to the Indebtedness, the manner and distribution of the application to be in the sole reasonable Discretion of Lender; and   enter into any extension, subordination, reorganization, deposit, merger or consolidation agreement or any other agreement relating to or affecting such Collateral, and deposit or surrender control of such Collateral, and accept other property in exchange for such Collateral and hold or apply the property or money so received pursuant to this Agreement.

4.11. Assignment of Indebtedness and Collateral by Lender .     Lender may assign any of the Indebtedness and deliver any or all the Collateral to its assignee, which then shall have with respect to Collateral so delivered all the rights and powers of Lender under this Agreement, and after that Lender shall be fully discharged from all liability and responsibility with respect to Collateral so delivered under the following circumstances:   Lender is assigning the Indebtedness and related obligations for collateral purposes only;   a Material Event of Default has occurred and is continuing; or   the assignee is the successor in interest to Lender following a change of control of Lender.

4.12. Independent Investigation and D ecision by Guarantor/Pledgor .     Guarantor/Pledgor delivers this Agreement based solely on Guarantor/Pledgor's independent investigation of (or decision not to investigate) the financial condition of Borrower and is not relying on any information furnished by Lender.  Guarantor/Pledgor assumes full responsibility for obtaining any further information concerning Borrower's financial condition, the status of the Indebtedness or any other matter that the undersigned may deem necessary or appropriate now or later.  Guarantor/Pledgor waives any duty on the part of Lender, and agrees that Guarantor/Pledgor is not relying upon nor expecting Lender to disclose to Guarantor/Pledgor any fact now or later known by Lender, whether relating to the operations or condition of Borrower, the existence, liabilities or financial condition of any guarantor of the Indebtedness, the occurrence of any default with respect to the Indebtedness, or otherwise, notwithstanding any effect such fact may have upon Guarantor/Pledgor's risk or Guarantor/Pledgor's rights against Borrower.  Guarantor/Pledgor knowingly accepts the full range of risk encompassed in this Agreement, which risk includes, without limitation, the possibility that Borrower may incur Indebtedness to Lender after the financial condition of Borrower or Borrower's ability to pay debts as they mature, has deteriorated.