Exhibit 10.1

TERM SHEET

March 8, 2013

[Signatures are on next page.]

Please sign and cause to be signed by the other persons indicated a copy of this letter of intent in the places provided on this page.

Exhibit 10.2

LOAN AGREEMENT

LOAN AGREEMENT (this “ Agreement ”) dated as of March 8, 2013 (the “ Effective Date ”) among NET ELEMENT INTERNATIONAL INC. , a Delaware corporation (“ Lender ”), UNIFIED PAYMENTS, LLC , a Delaware limited liability company (“ Borrower ”) and OLEG FIRER and Georgia Notes 18 LLC , a Florida limited liability company , as guarantors (each, a “ Guarantor ” and collectively, the “ Guarantors ”). The parties agree as follows:

1. ACCOUNTING AND OTHER TERMS; DEFINITIONS

1.1. Accounting and Other Terms . As used in this Agreement, the Revolving Note, any other Loan Document, or any certificate, report or other document made or delivered pursuant to this Agreement, accounting terms not defined in Section 1.2 or elsewhere in this Agreement and accounting terms partly defined in Section 1.2 to the extent not defined, shall have the respective meanings given to them under GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 1.2. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Each reference to a Section, an Exhibit or a Schedule shall be deemed to refer to a Section, an Exhibit or a Schedule, as applicable, of this Agreement, as modified or supplemented pursuant to the terms hereof. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa . All references to statutes (including the Code) and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which Lender is a party, including, without limitation, references to any of the other Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in Florida. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default that is capable of being cured, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by Lender. Wherever the phrase “to the best of Borrower’s knowledge” or words of similar import relating to the knowledge or the awareness of any Borrower are used in this Agreement or other Loan Documents, such phrase shall mean and refer to the actual knowledge of a senior officer of Borrower.

1.2. Definitions . As used in the Loan Documents, the word “shall” is mandatory, the word “may” is permissive, the word “or” is not exclusive, the words “includes” and “including” are not limiting, the singular includes the plural, and numbers denoting amounts that are set off in brackets are negative. As used in this Agreement, the following capitalized terms have the following meanings:

“ Account ” is any “account” as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to any Borrower.

“ Advance ” or “ Advances ” means an advance (or advances) under the Revolving Line.

“ Affiliate ” is, with respect to any Person, each other Person that directly or indirectly controls, or is controlled, or is under common control with such first Person. The term "control" means (a) the power to vote ten percent (10%) or more of the securities or other equity interests of a Person having ordinary voting power or (b) the possession, directly or indirectly, of any other power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, contract or otherwise.

“ Agreement ” is defined in the preamble hereof.

“ Anti-Terrorism Laws ” means any applicable laws relating to terrorism or money laundering, including Executive Order No. 13224, the USA PATRIOT Act, the applicable laws comprising or implementing the Bank Secrecy Act, and the applicable laws administered by the United States Treasury Department’s Office of Foreign Asset Control (as any of the foregoing applicable laws may from time to time be amended, renewed, extended, or replaced).

“ Bank Secrecy Act ” means 31 U.S.C. Sections 5311-5330, as the same has been, or shall hereafter be, extended, amended or replaced.

“ Borrower ” is defined in the preamble hereof.

“ Borrower’s Books ” are all Borrower’s books and records including ledgers, federal and state tax returns, records regarding Borrower’s assets, liabilities, Collateral, business operations or financial condition.

“ Borrowing Resolutions ” are, Borrower's resolutions approving the Loan Documents and the transactions contemplated thereby, together with a certificate executed by an appropriate officer of Borrower certifying that (a) such Person has the authority to execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party, (b) that attached as Exhibit A to such certificate is a true, correct, and complete copy of the resolutions then in full force and effect authorizing and ratifying the execution, delivery, and performance by such Person of the Loan Documents to which it is a party, (c) the name(s) of the Person(s) authorized to execute the Loan Documents on behalf of such Person, together with a sample of the true signature(s) of such Person(s), and (d) that Lender may conclusively rely on such certificate unless and until such Person shall have delivered to Lender a further certificate canceling or amending such prior certificate.

“ Business Day ” is any day that is not a Saturday, Sunday or other day on which banking institutions in the State of Florida are authorized or required by law or other governmental action to close.

“Cash” means unrestricted cash and Cash Equivalents.

“Cash Equivalents” means (a) marketable securities issued, or directly, unconditionally and fully guaranteed or insured, by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than one (1) year from the date of acquisition by such Person, (b) time deposits and certificates of deposit of any commercial bank having, or which is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia having, capital and surplus aggregating in excess of $500,000,000 and a rating of “A” (or such other similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) with maturities of not more than one year from the date of acquisition by such person, (c) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (a) above entered into with any person meeting the qualifications specified in clause (b) above, (d) commercial paper issued by any person incorporated in the United States having one of the two highest ratings obtainable from S&P or Moody’s, in each case maturing not more than one year after the date of acquisition by such person, (e) investments in money market funds at least 95% of whose assets are comprised of securities of the types described in clauses (a) through (d) above, and (f) demand deposit accounts maintained in the ordinary course of business with any bank meeting the qualifications specified in clause (b) above.

“ Change in Control ” means any event, transaction, or occurrence as a result of which (a) any “person” (as such term is defined in Sections 3(a)(9) and 13(d)(3) of the Exchange Act) is or becomes a beneficial owner (within the meaning Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of Borrower, representing more than 25% of the combined voting power of Borrower’s then outstanding securities; or (b) during any period of twelve consecutive calendar months, the individuals who at the beginning of such period constituted the Board of Directors of Borrower (together with any new directors whose election by the Board of Directors of Borrower was approved by a vote of not less than two-thirds of the directors then still in office who either were directions at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason other than death or disability to constitute a majority of the directors then in office.

“ Change in Law ” means (a) the adoption of any treaty, law, rule or regulation after the date of this Agreement, (b) any change in any treaty, law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by Lender with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

“ Code ” is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of Florida; provided , that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article 9 shall govern; provided further , that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Lender’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of Florida, the term “ Code ” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions.

“ Collateral ” is the collateral identified in and subject to a security interest under the Pledge Agreement and any other Loan Document, and any other property or assets of a Credit Party, whether tangible or intangible and whether real or personal, that may from time to time secure the Obligations.

“ Collateral Account ” is any Deposit Account, Securities Account, or Commodity Account.

“ Commodity Account ” is any “commodity account” as defined in the Code with such additions to such terms as may hereafter be made.

“ Compliance Certificate ” is that certain certificate in the form attached hereto as Exhibit B .

“ Contingent Obligation ” is, for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation, in each case, directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse by that Person, or for which that Person is directly or indirectly liable; (b) any obligations for undrawn letters of credit for the account of that Person; and (c) all obligations from any interest rate, currency or commodity swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; but “Contingent Obligation” does not include endorsements in the ordinary course of business. The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liability for it determined by the Person in good faith; but the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement.

“ Copyrights ” are any and all copyright rights, copyright applications, 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.

“ Credit Party ” shall mean any of the Borrower and the Guarantors.

“ Default ” shall mean an event which, with the giving of notice or passage of time or both, would constitute an Event of Default.

“ Default Rate ” is defined in Section 2.3(c).

“ Deposit Account ” ” is any “deposit account” as defined in the Code with such additions to such terms as may hereafter be made.

“ Dollars , ” “ dollars ” or use of the sign “ $ ” means only lawful money of the United States and not any other currency, regardless of whether that currency uses the “$” sign to denote its currency or may be readily converted into lawful money of the United States.

“ Domestic Subsidiary ” means a Subsidiary organized under the laws of the United States or any state or territory thereof or the District of Columbia.

“ Effective Date ” is defined in the preamble hereof.

“ Environmental Laws ” means any present or future federal, state or local law, rule, regulation or order relating to pollution, waste, disposal or the protection of human health or safety, plant life or animal life, natural resources or the environment.

“ Equipment ” is all “equipment” as defined in the Code with such additions to such term as may hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing .

“ ERISA ” is the Employee Retirement Income Security Act of 1974, and its regulations.

“ Event of Default ” is defined in Section 7.

“ Exchange Act ” is the Securities Exchange Act of 1934, as amended.

“ Executive Order No. 13224 ” means the Executive Order No. 13224 on Terrorist Financing effective September 24, 2001, as the same has been, or shall hereafter be renewed, extended, amended or replaced from time to time.

“ Funding Date ” is any date on which a Loan is made to or for the account of the applicable Borrower, which shall be a Business Day.

“ GAAP ” shall mean generally accepted accounting principles in the United States in effect from time to time.

“ Governmental Approval ” is any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

“ Governmental Authority ” is any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization.

“ Guarantor ” is any present or future guarantor of the Obligations. As of the Effective Date, the Guarantors are Oleg Firer and Georgia Notes 18 LLC .

“ Guaranty ” means that certain Non-Recourse Guaranty executed and delivered by Guarantors to Lender dated as of Effective Date.

“ Hazardous Material ” means all or any of the following: (a) substances that are defined or listed in, or otherwise classified pursuant to, any Environmental 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, or toxicity; (b) oil, petroleum or petroleum derived substances, natural gas, natural gas liquids or synthetic gas and 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 polychlorinated biphenyls.

“ Indebtedness ” is (a) indebtedness for borrowed money or the deferred price of property or services, such as reimbursement and other obligations for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease obligations, or (d) Contingent Obligations.

“ Insolvency Proceeding ” is any proceeding by or against any Person under the United States Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, or proceedings seeking dissolution, liquidation, reorganization, arrangement, or other relief.

“ Intellectual Property ” means all of each Borrower’s right, title, and interest in and to the following:

(a) its Copyrights, Trademarks and Patents;

(b) any and all trade secrets and trade secret rights, including, without limitation, any rights to unpatented inventions, know-how, operating manuals;

(c) any and all source code;

(d) any and all design rights;

(e) any and all claims for damages by way of past, present or future infringement of any of the foregoing, 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;

(f) All licenses or other rights to use any of the Copyrights, Patents or Trademarks, and all license fees and royalties arising from such use to the extent permitted by such license or rights;

(g) All amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents; and

(h) All proceeds and products of the foregoing, including without limitation all payments under insurance or any indemnity or warranty payable in respect of any of the foregoing.

“ Intellectual Property Claim ” means the assertion by any Person of a claim (whether asserted in writing, by action, suit or proceeding or otherwise) that Borrower’s ownership, use, marketing, sale or distribution of any Inventory is violative of any ownership of or right to use any Intellectual Property of such Person.

“ Inventory ” is all “inventory” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out of any Borrower’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above.

“ Investment ” is any beneficial ownership interest in any Person (including stock, partnership interest or other securities), and any loan, advance or capital contribution to any Person.

“ Lender ” is defined in the preamble hereof.

“ Lender Expenses ” are all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) for defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings).

“ Lien ” is a claim, mortgage, deed of trust, levy, charge, pledge, security interest or other encumbrance of any kind, whether voluntarily incurred or arising by operation of law or otherwise against any property.

“ Loan Documents ” are, collectively, this Agreement, the Revolving Note, the Pledge Agreement, the Guaranty, any other note or notes or guaranties executed by Borrower or any Guarantor, and any other present or future agreement between Borrower any Guarantor and/or for the benefit of Lender in connection with this Agreement, all as amended, restated, or otherwise modified.

“ Material Adverse Change ” is (a) a material impairment in the perfection or priority of Lender’s Lien in the Collateral or in the value of such Collateral; (b) a material adverse change in the business, operations, or condition (financial or otherwise) of Borrower; (c) a material impairment of the legality, validity, binding effect, or enforceability against Borrower of a Loan Document; or (d) a material impairment of the rights, remedies and benefits available to, or conferred upon, Lender under this Agreement and the other Loan Documents.

“ MBF ” is MBF Merchant Capital, LLC, an Illinois limited liability company.

“ Notice of Borrowing ” means a notice given by Borrower to Lender in accordance with Section 3.5(b), substantially in the form of Exhibit C , with appropriate insertions.

“ Obligations ” means, without limitation, all loans, advances, indebtedness, notes, liabilities, rate swap transactions, basis swaps, forward rate transactions, commodity swaps, commodity options, equity or equity index swaps, equity or equity index options, bond options, interest rate options, foreign exchange transactions, cap transactions, floor transactions, collar transactions, forward transactions, currency swap transactions, cross-currency rate swap transactions, currency options and amounts, liquidated or unliquidated, owing by a Credit Party to Lender or any Lender Affiliate at any time, of each and every kind, nature and description, whether arising under this Agreement, the Revolving Note or otherwise, and whether secured or unsecured, direct or indirect (that is, whether the same are due directly by a Credit Party to Lender or any Lender Affiliate; or are due indirectly by a Credit Party to Lender or any Lender Affiliate as endorser, guarantor or other surety, or as borrower of obligations due third persons which have been endorsed or assigned to Lender or any Lender Affiliate, or otherwise), absolute or contingent, due or to become due, now existing or hereafter arising or contracted, including, without limitation, payment when due of all amounts outstanding respecting any of the Loan Documents and including all interest, fees and other amounts accruing after any Insolvency Proceedings begin. Said term shall also include all interest and other charges chargeable to a Credit Party or due from a Credit Party to Lender or any Lender Affiliate from time to time and Lender Expenses referred to in any Loan Document.

“ Operating Documents ” are, for any Person, such Person’s formation documents, as certified with the Secretary of State of such Person’s state of formation on a date that is no earlier than 30 days prior to the Effective Date, and, (a) if such Person is a corporation, its bylaws in current form, (b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all current amendments or modifications thereto.

“ Patents ” means all patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same.

“ Payment Office ” shall mean initially 1450 S. Miami Avenue, Miami, Florida 33130; thereafter, such other office of Lender, if any, which it may designate by notice to Borrower to be the Payment Office.

“ Perfection Certificate ” is defined in Section 4.1.

“ Permitted Indebtedness ” is:

(a) Borrower’s Indebtedness to Lender under this Agreement and the other Loan Documents;

(b) Indebtedness existing on the Effective Date and shown on Schedule 6.4 ;

(c) unsecured Indebtedness to trade creditors incur red in the ordinary course of business;

(d) Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business;

(e) Indebtedness secured by Liens permitted under clause (c) of the definition of “Permitted Liens” hereunder;

(h) extensions, refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness (a) through (f) above, provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more materially burdensome terms upon Borrower.

“ Permitted Investments ” means

(a) Investments existing on the Effective Date and set forth on Schedule 6.6;

(b) Investments of Borrower consisting of cash and Cash Equivalents;

(c) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of Borrower’s business;

(d) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business; and

(e) any other Investments made in the ordinary course of business in an amount not to exceed $50,000 in the aggregate.

“ Permitted Liens ” are:

(a) (i) Liens existing on the Effective Date and shown on Schedule 6.5 or (ii) Liens arising under this Agreement and the other Loan Documents;

(b) Liens for taxes, fees, assessments or other government charges or levies, either (i) not due and payable or (ii) being contested in good faith and for which Borrower maintains adequate reserves on its Books, provided that no notice of any such Lien has been filed or recorded under the Internal Revenue Code of 1986, as amended, and the United States Treasury Regulations adopted thereunder;

(c) purchase money Liens (i) on Equipment acquired or held by Borrower incurred for financing the acquisition of the Equipment, or (ii) existing on Equipment when acquired, if the Lien is confined to the property and improvements and the proceeds of the Equipment;

(d) Liens of carriers, warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business so long as such Liens are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto;

(e) Liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations incurred in the ordinary course of business (other than Liens imposed by ERISA);

(f) Liens incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (a) through (c), but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness may not increase;

(g) leases or subleases of real property granted in the ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and sublicenses do not prohibit granting Lender a security interest therein;

(h) non-exclusive licenses of Intellectual Property granted to third parties in the ordinary course of business, and licenses of Intellectual Property that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States; and

(i) Liens arising from attachments or judgments, orders, or decrees in circumstances not constituting an Event of Default under Sections 7.4 and 7.7; and

(j) Liens in favor of other financial institutions arising in connection with Borrower’s Collateral Accounts held at such institutions.

“ Person ” is any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency.

“ Pledge Agreement ” is that certain Pledge Agreement executed and delivered by Guarantors to Lender dated as of Effective Date.

“ Registered Organization ” is any “registered organization” as defined in the Code with such additions to such term as may hereafter be made.

“ Requirement of Law ” is as to any Person, the Operating Documents of such Person, and any law (statutory or common), treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Responsible Officer ” is any of the Chief Executive Officer, President, Chief Financial Officer and Controller of Borrower.

“ Restricted License ” is any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for which a default under or termination of could interfere with the Lender’s right to sell any Collateral.

“ RBL ” is RBL Capital Group, LLC, a Delaware limited liability company.

“ Revolving Line ” is an Advance or Advances in an aggregate principal amount up to seven hundred and fifty thousand dollars ($750,000).

“Revolving Line Maturity Date” is September 8, 2013.

“ Revolving Note ” means a Promissory Note in substantially the form of Exhibit A .

“ SEC ” shall mean the Securities and Exchange Commission, any successor thereto, and any analogous Governmental Authority.

“ Securities Account ” is any “securities account” as defined in the Code with such additions to such term as may hereafter be made.

“ Securities Documents ” are the Pledge Agreement, the Guaranty and any other document executed by a Credit Party that purports to grant a security interest in and Lien on Collateral.

“ Solvency Certificate ” means a certificate executed by a Responsible Officer as to the financial condition, solvency and related matters of the Credit Parties and their Subsidiaries, after giving effect to the initial Advance hereunder, in substantially the form of Exhibit D hereto.

“ Subordinated Debt ” is Indebtedness incurred by Borrower subordinated to all of Borrower’s now or hereafter Indebtedness to Lender (pursuant to a subordination or other similar agreement in form and substance reasonably satisfactory to Lender entered into between Lender and the other creditor), on terms acceptable to Lender.

“ Subsidiary ” is, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless the context otherwise requires, each reference to a Subsidiary herein shall be a reference to a Subsidiary of Borrower.

“ Trademarks ” means any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks.

“ Trading with the Enemy Act ” means the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any enabling legislation or executive order relating thereto.

“ Transfer ” is defined in Section 6.1.

“ Unrestricted Subsidiary ” means any Subsidiary formed by Borrower and designated in writing by Borrower to Lender as an Unrestricted Subsidiary; provided that no Unrestricted Subsidiary shall directly or indirectly benefit from any Advance or other extension of credit made under this Agreement and if any Unrestricted Subsidiary benefits directly or indirectly from any Advance or other extension of credit made under this Agreement, it shall cease to be an Unrestricted Subsidiary hereunder.

“ USA PATRIOT Act ” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required To Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be renewed, extended, amended or replaced from time to time.

2. LOAN AND TERMS OF PAYMENT

2.1. Promise to Pay . Borrower hereby unconditionally promises to pay Lender the outstanding principal amount of all Advances and accrued and unpaid interest thereon as and when due in accordance with this Agreement.

(a) Availability . Subject to the terms and conditions of this Agreement, Lender shall make Advances not exceeding $750,000. Amounts borrowed hereunder may be repaid subject to the applicable terms hereof.

(b) Termination; Repayment . The Revolving Line terminates on the Revolving Line Maturity Date, when the principal amount of all Advances, the accrued and unpaid interest thereon, and all other Obligations relating to the Revolving Line shall be immediately due and payable.

2.2. Overadvances . If, at any time, the sum of the outstanding principal amount of all Advances exceeds the Revolving Line, Borrower shall immediately pay to Lender in Cash such excess.

2.3. Payment of Interest on the Advances .

(a) Computation of Interest . Interest on the Advances and all fees payable hereunder shall be computed on the basis of a 360-day year and the actual number of days elapsed in the period during which such interest accrues. In computing interest on any Advance, the date of the making of such Advance shall be included and the date of payment shall be excluded; provided, however, that if any Advance is repaid on the same day on which it is made, such day shall be included in computing interest on such Advance.

(b) Interest; Payment . Each Advance shall bear interest on the outstanding principal amount thereof from the date when made until paid in full at a rate per annum equal to five percent (5%). Pursuant to the terms hereof, interest on each Advance shall be paid in arrears on the Revolving Line Maturity Date. Interest shall also be paid on the date of any prepayment of any Advance pursuant to this Agreement for the portion of any Advance so prepaid and upon payment (including prepayment) in full thereof.

(c) Default Rate . Upon the occurrence and during the continuance of an Event of Default, Obligations shall bear interest at a rate per annum equal to seven percent (7%) (the “ Default Rate ”). Payment or acceptance of the increased interest provided in this Section 2.3(c) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Lender.

(d) Late Fee . If the entire amount of a required principal payment under this Agreement is not paid in full within ten (10) Business Days after the same is due, Borrower shall pay to Lender, a late fee equal to five percent (5%) of the required payment.

2.4. Fees . Borrower shall pay to Lender all Lender Expenses incurred through and after the Effective Date, when due.

2.5. Payments; Application of Payments . All payments (including prepayments) to be made by Borrower under any Loan Document shall be made in immediately available funds in Dollars, without setoff or counterclaim, before 1:00 PM (Florida time) on the date when due to Lender at the Payment Office. Payments of principal and/or interest received after 1:00 PM (Florida time) are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment shall be due the next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid.

2.6. Voluntary Termination . Borrower shall have the right to terminate the Revolving Line at any time upon not less than five (5) Business Day's prior written notice to Lender of such termination, which notice shall specify the effective date thereof, the outstanding amount of the Revolving Line to be repaid upon termination, and the outstanding amount of other Obligations to be paid upon termination. Upon termination of the Revolving Line and payment in full of all outstanding Obligations, Borrower shall be relieved of its obligations under this Agreement, including, but not limited to, its obligations under Section 2.4 hereof.

3. CONDITIONS OF LOANS

3.1. Conditions Precedent to Initial Advance . Lender’s obligation to make the initial Advance, which initial Advance shall not exceed $600,000, is subject to the condition precedent that Lender shall have received, in form and substance satisfactory to Lender in its sole discretion, such documents, and completion of such other matters, as Lender may reasonably deem necessary or appropriate, including, without limitation:

(a) duly executed original signatures to the Loan Documents;

(b) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than sixty (60) days prior to the Effective Date;

(c) duly executed original signatures to the completed Borrowing Resolutions for Borrower;

(d) certified copies, dated as of a recent date, of bankruptcy, judgment and lien searches, as Lender shall request, accompanied by written evidence (including any UCC termination statements) that the Liens and judgments indicated in any such search results either constitute Permitted Liens or have been or, in connection with the initial Advance, will be terminated or released;

(e) the Perfection Certificate of Borrower, together with the duly executed original signatures thereto;

(f) the Solvency Certificate, together with the duly executed original signatures thereto; and

(g) a duly completed Schedule 3.1(g) containing the following information for each creditor of the Borrower to be paid from the initial Advance:

3.2. Conditions Precedent to all Advances . Lender’s obligations to make each Advance, including the initial Advance, is subject to the following conditions precedent:

(a) except as otherwise provided in Section 3.4(a), timely receipt of an executed Notice of Borrowing;

(b) the representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date of the Notice of Borrowing and on the Funding Date of each Advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further, however, that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Advance;

(c) no Event of Default or Default shall have occurred and be continuing on such date, or would exist after giving effect to the Advance requested to be made on such date; provided, however that Lender, in its sole discretion, may continue to make Advances notwithstanding the existence of an Event of Default or Default and any Advances so made shall not be deemed a waiver of any such Event of Default or Default; and

(d) there has not been a Material Adverse Change.

3.3. Covenant to Deliver . The Credit Parties agree to deliver to Lender each item required to be delivered to Lender under this Agreement as a condition precedent to any Advance. The Credit Parties expressly agree that an Advance made prior to the receipt by Lender of any such item shall not constitute a waiver by Lender of Borrower’s obligation to deliver such item, and the making of any Advance in the absence of a required item shall be in Lender’s sole discretion.

3.4. Procedures for Borrowing .

(a) Subject to the prior satisfaction of all other applicable conditions to the making of an Advance set forth in this Agreement, each Advance shall be made upon Borrower’s irrevocable written notice delivered to Lender in the form of a Notice of Borrowing, each executed by a Responsible Officer of Borrower or his or her designee. Any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Lender, or with respect to any other Obligation, which shall become due, shall be deemed a request for an Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement, or any other agreement with Lender and such request shall be irrevocable.

(b) Each Notice of Borrowing must be received by Lender on a prior to 1:00 PM (Florida time) on a Business Day that is at least one (1) Business Day prior to the requested Funding Date, specifying: (1) the amount of the Advance which amount shall be in a minimum amount of $20,000; (2) the requested Funding Date; (3) the purpose of the Advance; and (4) a duly completed Schedule 3.1(g) listing the information set forth in Section 3.1(g) above.

(c) The proceeds of all such Advances will then be made available by Lender and paid to the creditor(s) of the Borrower listed on Schedule 3.1(g). Prior to Lender making any such payments to creditor(s) of the Borrower, Borrower shall inform such creditors that Lender will be making the payments directly to the creditor(s) at the instruction of Borrower.

(d) For the avoidance of doubt, the Creditor Parties hereby acknowledge that all Advances made pursuant to this Agreement, including the initial Advance, shall be made directly to creditors of the Borrower and not to a Credit Party or any Affiliate thereof. The Advances shall solely be used to satisfy accounts payable of the Borrower incurred in the ordinary course of Borrower's business.

4. REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants as follows:

4.1. Due Organization, Authorization; Power and Authority . Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Lender a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Lender that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) except as disclosed on Schedule 4.1(e), Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Lender of such occurrence and provide Lender with Borrower’s organizational identification number.

The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect, or (v) constitute an event of default under any material agreement by which Borrower is bound, other than those loan agreements that Borrower previously entered into with MBF and RBL (which events of default have been waived by MBF and RBL). Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.

4.2. Ownership of Collateral . Each of the Credit Parties and its Subsidiaries is the owner of, and has good and marketable title to or a valid leasehold interest in, all of its respective assets, including, but not limited to, the Collateral, and none of such assets are subject to any Lien other than a Permitted Lien.

The Collateral is not in the possession of any third party bailee (such as a warehouse).

Borrower is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business.

Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

4.3. Environmental Compliance . Borrower is in compliance with all applicable Environmental Laws. There are no claims, liabilities, Liens, investigations, litigation, administrative proceedings, whether pending or threatened, or judgments or orders relating to any Hazardous Materials asserted or threatened against Borrower or relating to any real property currently or formerly owned, leased or operated by Borrower.

4.4. Litigation . There are no actions, or proceedings to the knowledge of the Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) either individually or in the aggregate, if determined adversely, are reasonably likely to result in a Material Adverse Change.

4.5. Financial Statements; Financial Condition . All consolidated financial statements for Borrower and any of its Subsidiaries delivered to Lender fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated results of operations. There has not been any material adverse change in Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Lender.

4.6. Solvency . After giving effect to the transactions contemplated hereby, (a) the Borrower is solvent and able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, and (b) the fair salable value of Borrower’s assets exceeds the fair value of its liabilities, including those incurred pursuant to this Agreement. After giving effect to the transactions contemplated hereby, Borrower (a) is not left with unreasonably small capital in relation to the business in which it is engaged and (b) has not incurred and does not believe it will incur debts beyond its ability to pay such debts, as they become due. In executing this Agreement, none of the Credit Parties intends to hinder, delay or defraud either present or future creditors to which one or more of the Credit Parties may become indebted, including, but not limited to, the Lender.

4.7. Regulatory Compliance . Borrower is not an “investment company” under the Investment Company Act of 1940, as amended. Borrower is not engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of Governors). Borrower has complied in all material respects with the Federal Fair Labor Standards Act. Neither Borrower nor any of its Subsidiaries is a “holding company” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company” as each term is defined and used in the Public Utility Holding Company Act of 2005. Borrower has not violated any laws, ordinances or rules, the violation of which could reasonably be expected to have a material adverse effect on its business. None of Borrower’s or any of its Subsidiaries’ properties or assets has been used by Borrower or any Subsidiary or, to the best of Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than legally. Borrower and each of its Subsidiaries have obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all Government Authorities that are necessary to continue their respective businesses as currently conducted.

4.8. Investments . Borrower does not own any stock, partnership interest or other equity securities except for Permitted Investments.

4.9. Tax Returns and Payments; Pension Contributions . Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Lender in writing of the commencement of, and any material development in, the proceedings, (c) takes proper reserves, and (d) posts bonds or takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

4.10. Use of Proceeds . Borrower shall use the proceeds of the Advances solely as working capital and to fund its general business requirements and not for personal, family, household or agricultural purposes.

4.11. Anti-Terrorism; Trading with the Enemy . Neither Borrower nor any Subsidiary of Borrower is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. Neither Borrower nor any Subsidiary of Borrower, or, to Borrowers’ knowledge, their respective agents acting or benefiting in any capacity in connection with the Advances or other transactions hereunder, is any of the following (each a “ Blocked Person ”): (i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224; a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224; a Person or entity with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order No. 13224; a Person or entity that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; or a Person or entity who is affiliated or associated with a Person or entity listed above. Neither any Borrower or, to the knowledge of any Borrower, any of its agents acting in any capacity in connection with the Advances or other transactions hereunder (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224. Neither Borrower has engaged, nor does it intend to engage, in any business or activity prohibited by the Trading with the Enemy Act.

4.12. Full Disclosure . The reports, financial statements, certificates or other written information when furnished by a Credit Party to Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information when so furnished), taken as a whole, did not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading.

4.13. Security Documents . The Security Documents create valid security interests in, and Liens on, the Collateral purported to be covered thereby. Except as set forth in the Security Documents, such security interests and Lien are currently perfected security interests and Liens, prior to all other Liens other than Permitted Liens.

5. AFFIRMATIVE COVENANTS

Borrower shall do all of the following:

5.1. Government Compliance . Maintain its and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on Borrower’s business or operations. Borrower shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower’s business.

5.2. Financial Statements, Reports, Certificates . Deliver to Lender:

(a) Quarterly Financial Statement . Within thirty (30) days of the end of the first fiscal quarter of 2013, quarterly internally prepared financial statements of the Borrower, which shall, in each case, include a balance sheet, as at the end of such fiscal quarter, and related statements of income and cash flows, to be received and prepared in accordance with GAAP, consistently applied, subject to year-end adjustments (the “ Quarterly Financial Statements ”);

(b) Quarterly Compliance Certificate . Together with reporting referred to in sub-clause (a) a duly completed Compliance Certificate signed by a Responsible Officer , certifying that Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Lender shall reasonably request ;

(c) Legal Action Notice . A prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Fifty Thousand Dollars ($50,000) or more;

(d) Intellectual Property Notice . Prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration of any copyright, patent or trademark, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not previously disclosed in writing to Lender, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property; and

(e) Other Financial Information . Budgets, sales projections, operating plans and other financial information reasonably requested by Lender.

5.3. Taxes; Pensions; Withholding . File, and require each of its Subsidiaries to file, all required tax returns and reports and pay, and require each of its Subsidiaries to pay, all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower and each of its Subsidiaries, except for deferred payment of any taxes contested pursuant to the terms of Section 4.9 hereof, and shall deliver to Lender, on demand, appropriate certificates attesting to such payments, and pay all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms.

In the event any payments are received by Lender from Borrower pursuant to this Agreement, such payments will be made subject to applicable withholding for any taxes, levies, fees, deductions, withholding, restrictions or conditions of any nature whatsoever. Notwithstanding the foregoing, if at any time any Governmental Authority, applicable law, regulation or international agreement requires Borrower to make any such deduction or withholding from any such payment or other sum payment hereunder to Lender, the amount due from Borrower with respect to such payment or other sum payable hereunder will be increased to the extent necessary to ensure that, after the making of such required deduction or withholding, Lender receives a net sum equal to the sum which it would have received had no deductions or withholding been required, and Borrower shall pay the full amount deducted or withheld to the relevant Governmental Authority. Borrower will, upon request, furnish Lender with proof satisfactory to Lender indicating that Borrower has made such withholding payment; provided, however, that Borrower need not make any withholding payment if the amount or validity of such withholding payment is contested in good faith by appropriate proceedings and as to which payment in full is bonded or reserved against by Borrower. The agreements and obligations of Borrower contained in this provision shall survive the termination of this Agreement.

5.4. Insurance . Keep its business and the Collateral insured for risks and in amounts standard for companies in Borrower’s industry and location and as Lender may reasonably request. Insurance policies shall be in a form, with companies, and in amounts that are reasonably satisfactory to Lender. At Lender’s request, Borrower shall deliver certified copies of policies and evidence of all premium payments. If Borrower fails to obtain insurance as required under this Section 5.4 or to pay any amount or furnish any required proof of payment to third persons and Lender, Lender may make all or part of such payment or obtain such insurance policies required in this Section 5.4, and take any action under the policies Lender deems prudent.

5.5. Protection and Registration of Intellectual Property Rights .

(a) (i) Protect, defend and maintain the validity and enforceability of its Intellectual Property; (ii) promptly advise Lender in writing of material infringements of its Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Lender’s written consent.

(b) Provide written notice to Lender within thirty days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the public).

5.6. Access to Borrower's Books . Allow Lender, or its agents, at reasonable times, on five (5) Business Day’s notice (provided no notice is required if and Event of Default has occurred and is continuing), to inspect and copy Borrower’s Books.

5.7. Formation or Acquisition of Subsidiaries . At the time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date and provided such Subsidiary is not an Unrestricted Subsidiary, Borrower and such Guarantor shall (a) cause such new Subsidiary to provide to Lender a joinder to the Loan Agreement to cause such Subsidiary to become a co-borrower hereunder or Guarantor, together with such appropriate financing statements and/or control agreements, all in form and substance satisfactory to Lender (including being sufficient to grant Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Lender appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Lender, and (c) provide to Lender all other documentation in form and substance satisfactory to Lender, including one or more opinions of counsel satisfactory to Lender, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 5.7 shall be a Loan Document.

5.8. Environmental Compliance . Comply in all material respects with all Environmental Laws. Not suffer, cause or permit any disposal of Hazardous Materials at any property owned, leased or operated by Borrower or any Subsidiary except in accordance with applicable Environmental Laws. Promptly notify Lender in the event of the disposal of any Hazardous Materials in violation of any Environmental Law in any material respect at any property owned, leased or operated by Borrower or any of its Subsidiaries, or in the event of any release, or threatened release, of a Hazardous Materials in violation of any Environmental Law in any material respect from any such property. Deliver promptly to Lender copies of any material documents received from the United States Environmental Protection Agency or any state, provincial, county or municipal environmental or health agency concerning a violation or alleged violation by Borrower or any Subsidiary of any Environmental Law.

5.9. Further Assurances . Execute any further instruments and take further action as Lender reasonably requests to perfect or continue Lender’s Lien in the Collateral or to affect the purposes of this Agreement. Deliver to Lender, within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a material effect on any of the Governmental Approvals or otherwise on the operations of Borrower or any of its Subsidiaries.

6. NEGATIVE COVENANTS

Borrower shall not do any of the following without Lender’s prior written consent:

6.1. Dispositions . Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively, “ Transfer ”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business; (b) of worn-out or obsolete Equipment; and (c) in connection with Permitted Liens and Permitted Investments.

6.2. Changes in Business, Management, Control, or Business Locations .

(a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; (c)  permit or suffer any Change in Control or (d) have a change in any member of senior management of Borrower unless Lender has been provided prior written notice of such change and such new member of senior management is reasonably acceptable to Lender.

6.3. Mergers or Acquisitions . Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person. A Subsidiary may merge or consolidate into another Subsidiary or into Borrower.

6.4. Indebtedness . Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness.

6.5. Encumbrance . Create, incur, allow, or suffer any Lien on any of the Collateral other than Permitted Liens.

6.6. Distributions; Investments .

(a)  Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock and (iii) Borrower may make dividends or make any distribution or payment or redeem, retire or purchase any capital stock, so long as no Default or Event of Default has occurred and is continuing or would result from such dividend or distribution or payment or redemption, retirement or purchase of capital stock; or

(b) di rectly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so.

6.7. Transactions with Affiliates . Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

6.8. Subordinated Debt . (a) Make or permit any payment on any Subordinated Debt, except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated Debt which would increase the amount thereof or adversely affect the subordination thereof to Obligations owed to Lender.

6.9. Compliance . Become an “investment company” or a company controlled by an “investment company”, under the Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds of any Advance for that purpose; fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction, as defined in ERISA, to occur; fail to comply with the Federal Fair Labor Standards Act or violate any other law or regulation, if the violation could reasonably be expected to have a material adverse effect on Borrower’s business, or permit any of its Subsidiaries to do so; withdraw or permit any Subsidiary to withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred compensation plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

7. EVENTS OF DEFAULT

Any one of the following shall constitute an event of default (an “ Event of Default ”) under this Agreement:

7.1. Payment Default . Borrower fails to (a) make any payment of principal or interest on any Advance on its due date, or (b) pay any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day cure period shall not apply to payments due on the Revolving Line Maturity Date). During the cure period, the failure to make or pay any payment specified under clause (a) or (b) hereunder is not an Event of Default (but no Advance will be made during the cure period);

7.2. Covenant Default .

(a) A Credit Party fails or neglects to perform any obligation in Section 5 or violates any covenant in Section 6; or

(b) A Credit Party fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 7) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within fourteen (14) days after written notice of the occurrence thereof. Cure periods provided under this section shall not apply to covenants set forth in clause (a) above;

7.3. Material Adverse Change . A Material Adverse Change occurs;

7.4. Attachment; Levy; Restraint on Business .

(a) (i) The service of process, by trustee or similar process, attaching to any funds of Borrower or of any entity under the control of Borrower (including a Subsidiary) on deposit or otherwise maintained with Lender or any Lender Affiliate, or (ii) a notice of lien or levy is filed against any of Borrower’s assets by any government agency, and the same under subclauses (i) and (ii) hereof are not, within ten (10) days after the occurrence thereof, discharged or stayed (whether through the posting of a bond or otherwise); provided, however, no Advances shall be made during any ten (10) day cure period; or

(b) (i) any material portion of Borrower’s assets is attached, seized, levied on, or comes into possession of a trustee or receiver, or (ii) any court order enjoins, restrains, or prevents Borrower from conducting any material part of its business;

7.5. Insolvency . (a) Borrower is unable to pay its debts (including trade debts) as they become due or otherwise becomes insolvent; (b) Borrower begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against Borrower and not dismissed or stayed within sixty (60) days (but no Advances shall be made while of any of the conditions described in clause (a) exist and/or until any Insolvency Proceeding is dismissed);

7.6. Other Agreements . There is, under any agreement to which a Credit Party is a party with a third party or parties, (a) any default resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount individually or in the aggregate in excess of One Hundred Thousand Dollars ($100,000); or (b) any default by a Credit Party, the result of which could have a Material Adverse Effect; provided, however, that the Event of Default under this Section 7.6 caused by the occurrence of a default under such other agreement shall be cured or waived for purposes of this Agreement upon Lender receiving written notice from the party asserting such default of such cure or waiver of the default under such other agreement, if at the time of such cure or waiver under such other agreement (x) Lender has not declared an Event of Default under this Agreement and/or exercised any rights with respect thereto; (y) any such cure or waiver does not result in an Event of Default under any other provision of this Agreement or any Loan Document; and (z) in connection with any such cure or waiver under such other agreement, the terms of any agreement with such third party are not modified or amended in any manner which could in the good faith judgment of Lender be materially less advantageous to Borrower or any Guarantor.

7.7. Judgments . One or more final judgments, orders, or decrees for the payment of money in an amount, individually or in the aggregate, of at least Two Hundred Fifty Thousand Dollars ($250,000) (not covered by independent third-party insurance as to which liability has been accepted by such insurance carrier) shall be rendered against Borrower and the same are not, within ten (10) days after the entry thereof, discharged or execution thereof stayed or bonded pending appeal, or such judgments are not discharged prior to the expiration of any such stay (provided that no Advances will be made prior to the discharge, stay, or bonding of such judgment, order, or decree);

7.8. Misrepresentations . A Credit Party or any Person acting for a Credit Party makes any material representation, warranty, or other statement now or later in this Agreement, any Loan Document or in any writing delivered to Lender or to induce Lender to enter this Agreement or any Loan Document, and such material representation, warranty, or other statement is incorrect in any material respect when made;

7.9. Subordinated Debt . Any document, instrument, or agreement evidencing any Subordinated Debt shall for any reason be revoked or invalidated or otherwise cease to be in full force and effect, any Person shall be in breach thereof or contest in any manner the validity or enforceability thereof or deny that it has any further liability or obligation thereunder, or the Obligations shall for any reason be subordinated or shall not have the priority contemplated by this Agreement;

7.10. Guaranty . (a) The Guaranty terminates or ceases for any reason to be in full force and effect; (b) any Guarantor does not perform any obligation or covenant under a Guaranty; (c) any circumstance described in Sections 7.3, 7.4, 7.5, 7.7, or 7.8 occurs with respect to any Guarantor, or (d) the liquidation, winding up, or termination of existence of any Guarantor; or (e) (i) a material impairment in the perfection or priority of Lender’s Lien in the Collateral provided by Guarantor or in the value of such Collateral or (ii) a material adverse change in the general affairs, management, results of operation, condition (financial or otherwise) or the prospect of repayment of the Obligations occurs with respect to any Guarantor;

7.11. Lender Group . Borrower or any of its Subsidiaries defaults under any agreement (other than any Loan Document) with Lender or any of its Affiliates; or

7.12. Governmental Approvals. Any Governmental Approval shall have been revoked, rescinded, suspended, modified in an adverse manner or not renewed in the ordinary course for a full term or has caused or could reasonably be expected to cause, a Material Adverse Change, or materially adversely affects the legal qualifications of Borrower or any of its Subsidiaries to hold such Governmental Approval in any applicable jurisdiction and such revocation, rescission, suspension, modification or non-renewal could reasonably be expected to materially affect the status of or legal qualifications of Borrower or any of its Subsidiaries to hold any Governmental Approval in any other jurisdiction.

8. LENDER’S RIGHTS AND REMEDIES

8.1. Rights and Remedies . While an Event of Default occurs and continues beyond any applicable cure period, Lender may, upon written notice to Borrower, do any or all of the following:

(a) declare all Obligations immediately due and payable (but if an Event of Default described in Section 7.5 occurs all Obligations are immediately due and payable without any action by Lender);

(b) stop advancing money or extending credit for Borrower’s benefit under this Agreement or under any other agreement between Borrower and Lender;

(c) [Reserved]

(d) [Reserved]

(e) apply to the Obligations any (i) balances and deposits of a Credit Party it holds, or (ii) any amount held by Lender owing to or for the credit or the account of Borrower;

(f) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral;

(g) demand and receive possession of Borrower’s Books; and

(h) exercise all rights and remedies available to Lender under the Loan Documents or at law or equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof).

8.2. [Reserved]

8.3. Protective Payments . If Borrower fails to obtain the insurance called for by Section 5.4 or fails to pay any premium thereon or fails to pay any other amount which Borrower is obligated to pay under this Agreement or any other Loan Document, Lender may obtain such insurance or make such payment, and all amounts so paid by Lender are Lender Expenses and immediately due and payable, bearing interest at the then highest rate applicable to the Obligations, and secured by the Collateral. Lender will make reasonable efforts to provide Borrower with notice of Lender obtaining such insurance at the time it is obtained or within a reasonable time thereafter. No payments by Lender are deemed an agreement to make similar payments in the future or Lender’s waiver of any Event of Default.

8.4. Application of Payments and Proceeds upon Default . If an Event of Default has occurred and is continuing beyond any applicable cure period, Lender may apply any funds in its possession, whether from Borrower account balances, payments, proceeds realized as the result of any disposition of the Collateral, or otherwise, to the Obligations in such order as Lender shall determine in its sole discretion. Any surplus shall be paid to Borrower or other Persons legally entitled thereto; Borrower shall remain liable to Lender for any deficiency. If Lender, in its good faith business judgment, directly or indirectly enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, Lender shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction of the Obligations until the actual receipt by Lender of cash therefor.

8.5. No Waiver; Remedies Cumulative . Lender’s failure, at any time or times, to require strict performance by Borrower of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish any right of Lender thereafter to demand strict performance and compliance herewith or therewith. No waiver hereunder shall be effective unless signed by the party granting the waiver and then is only effective for the specific instance and purpose for which it is given. Lender’s rights and remedies under this Agreement and the other Loan Documents are cumulative. Lender has all rights and remedies provided under the Code, by law, or in equity. Lender’s exercise of one right or remedy is not an election and shall not preclude Lender from exercising any other remedy under this Agreement or other remedy available at law or in equity, and Lender’s waiver of any Event of Default is not a continuing waiver. Lender’s delay in exercising any remedy is not a waiver, election, or acquiescence.

8.6. [Reserved]

8.7. Borrower Liability . To the extent there is more than one Borrower, any Borrower may, acting singly, request Advances hereunder. Each Borrower hereby appoints the other as agent for the other for all purposes hereunder, including with respect to requesting Advances hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all Advances made hereunder, regardless of which Borrower actually receives said Advance, as if each Borrower hereunder directly received all Advances. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Lender may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other provision of this Agreement or other related document, until the Obligations are paid in full in cash and all commitments to extend credit are irrevocably terminated each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Lender under this Agreement) to seek contribution, indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section shall be null and void. If any payment is made to a Borrower in contravention of this Section, such Borrower shall hold such payment in trust for Lender and such payment shall be promptly delivered to Lender for application to the Obligations, whether matured or unmatured.

9. NOTICES

All notices, consents, requests, approvals, demands, or other communication by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by electronic mail or facsimile transmission; (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email address indicated below. Lender or Borrower may change its mailing or electronic mail address or facsimile number by giving the other party written notice thereof in accordance with the terms of this Section 9.

10. CHOICE OF LAW, VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE

This Agreement and the other Loan Documents shall be governed by and construed in accordance with the laws of the State of Florida applied to contracts to be performed wholly within the State of Florida. Any judicial proceeding brought by Lender against Borrower with respect to any of the Obligations, this Agreement or any other Loan Document or related agreement may be brought in any court of competent jurisdiction in the County of Miami-Dade, State of Florida, United States of America, and, by execution and delivery of this Agreement, Borrower accepts for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts in connection with any such judicial proceeding brought by Lender against Borrower, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Borrower hereby waives personal service of any and all process upon it and consents that all such service of process may be made by registered mail (return receipt requested) directed to Borrower at its address set forth in Section 9 and service so made shall be deemed completed five (5) days after the same shall have been so deposited in the mails of the United States of America. Nothing herein shall affect the right to serve process in any manner permitted by law or shall limit the right of Lender to bring proceedings against Borrower in the courts of any other jurisdiction. Borrower waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . Any judicial proceeding by Borrower against Lender involving, directly or indirectly, any matter or claim in any way arising out of, related to or connected with this Agreement or any related agreement, shall be brought only in a federal or state court located in the County of Miami-Dade, State of Florida.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND LENDER EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

11. GENERAL PROVISIONS

11.1. Successors and Assigns . This Agreement binds and is for the benefit of the successors and permitted assigns of each party. Borrower may not assign this Agreement or any rights or obligations under it without Lender’s prior written consent (which may be granted or withheld in Lender’s discretion). Lender has the right, without the consent of or notice to Borrower, to sell, transfer, assign, negotiate, or grant participation in all or any part of, or any interest in, Lender’s obligations, rights, and benefits under this Agreement and the other Loan Documents.

11.2. Indemnification .

(a) Borrower shall indemnify Lender and its officers, directors, Affiliates, employees and agents from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel) which may be imposed on, incurred by, or asserted against Lender in any litigation, proceeding or investigation instituted or conducted by any governmental agency or instrumentality or any other Person with respect to any aspect of, or any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the other Loan Documents, whether or not Lender is a party thereto, except to the extent that any of the foregoing is caused by the gross negligence or willful misconduct of the party being indemnified (as determined by a court of competent jurisdiction in a final and non-appealable judgment).

(b) Borrower shall indemnify Lender and its officers, directors, Affiliates, employees and agents from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel) which may be imposed on, incurred by, or asserted against Lender (i) under or on account of Borrower’s violation of any applicable Environmental Laws, including, without limitation, the assertion of any Lien thereunder and/or (ii) with respect to any discharge of Hazardous Materials, the presence of any Hazardous Materials affecting real property owned or leased by Borrower, whether or not the same originates or emerges from such real property or any contiguous real estate. Borrower’s obligations under this sub-section shall arise upon the discovery of the presence of any Hazardous Material at any real property owned or leased by Borrower, whether or not any federal, state, or local environmental agency has taken or threatened any action in connection with the presence of any Hazardous Materials.

11.3. Time of Essence . Time is of the essence for the performance of all Obligations in this Agreement.

11.4. Severability of Provisions . Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision.

11.5. Correction of Loan Documents . Lender may correct patent errors and fill in any blanks in the Loan Documents consistent with the agreement of the parties so long as Lender provides Borrower with written notice of such correction and allows Borrower at least ten (10) days to object to such correction. In the event of such objection, such correction shall not be made except by an amendment signed by both Lender and Borrower .

11.6. Amendments in Writing; Waiver; Integration . No purported amendment or modification of any Loan Document, or waiver, discharge or termination of any obligation under any Loan Document, shall be enforceable or admissible unless, and only to the extent, expressly set forth in a writing signed by the party against which enforcement or admission is sought. Without limiting the generality of the foregoing, no oral promise or statement, nor any action, inaction, delay, failure to require performance or course of conduct shall operate as, or evidence, an amendment, supplement or waiver or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in it, and shall not apply to any subsequent or other circumstance, whether similar or dissimilar, or give rise to, or evidence, any obligation or commitment to grant any further waiver. The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of the Loan Documents merge into the Loan Documents.

11.7. Maximum Charges. In no event whatsoever shall interest and other charges charged hereunder exceed the highest rate permissible under law. In the event interest and other charges as computed hereunder would otherwise exceed the highest rate permitted under law, such excess amount shall be first applied to any unpaid principal balance owed by Borrower, and if the then remaining excess amount is greater than the previously unpaid principal balance, Lender shall promptly refund such excess amount to Borrower and the provisions hereof shall be deemed amended to provide for such permissible rate.

11.8. Counterparts . This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Agreement.

11.9. Survival . All covenants, representations and warranties made in this Agreement continue in full force until this Agreement has terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been paid in full and satisfied. The obligation of Borrower in Section 11.2 to indemnify Lender shall survive until the statute of limitations with respect to such claim or cause of action shall have run.

11.10. Confidentiality/Sharing of Information .

(a) Lender shall hold all non-public information obtained by Borrower pursuant to the requirements of this Agreement in accordance with Lender’s customary procedures for handling highly confidential information of this nature; provided, however, Lender may disclose such confidential information (i) to its examiners, affiliates, outside auditors, counsel and other professional advisors, (ii) to any prospective transferees, and (iii) as required or requested by any Governmental Authority or pursuant to legal process or applicable law; provided, further that (x) unless specifically prohibited by applicable law or court order, Lender shall use reasonable efforts prior to disclosure thereof, to notify Borrower of the applicable request for disclosure of such non-public information (A) by a Governmental Authority (other than any such request in connection with an examination of the financial condition of Lender by such Governmental Authority) or (B) pursuant to legal process and (y) in no event shall Lender be obligated to return any materials furnished by Borrower other than those documents and instruments in possession of Lender in order to perfect its Lien on the Collateral once the Obligations have been paid in full and this Agreement has been terminated.

11.11. Attorneys’ Fees, Costs and Expenses . All costs and expenses incurred in the enforcement of Borrower's obligations under this Agreement shall be part of the Obligations, including, without limitation, (i) reasonable attorneys’ fees and disbursements incurred by Lender, (i) in all efforts made to enforce payment of any Obligation or effect collection of any Collateral, (ii) in preserving, enforcing and foreclosing on Lender’s security interest in or Lien on any of the Collateral, whether through judicial proceedings or otherwise, (iii) in defending or prosecuting any actions or proceedings relating to Lender’s transactions with Borrower, or (iv) in connection with the enforcement of this Agreement or any consent or waivers hereunder and all related agreements, documents and instruments.

11.12. Electronic Execution of Documents . The words “execution,” “signed,” “signature” and words of like import in any Loan Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability as a manually executed signature or the use of a paper-based recordkeeping systems, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act.

11.13. Captions . The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

11.14. Construction of Agreement . The parties mutually acknowledge that they and their attorneys have participated in the preparation and negotiation of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the uncertainty to exist.

11.15. Relationship . The relationship of the parties to this Agreement is determined solely by the provisions of this Agreement. The parties do not intend to create any agency, partnership, joint venture, trust, fiduciary or other relationship with duties or incidents different from those of parties to an arm’s-length contract.

11.16. Third Parties . Nothing in this Agreement, whether express or implied, is intended to: (a) confer any benefits, rights or remedies under or by reason of this Agreement on any persons other than the express parties to it and their respective permitted successors and assigns; (b) relieve or discharge the obligation or liability of any person not an express party to this Agreement; or (c) give any person not an express party to this Agreement any right of subrogation or action against any party to this Agreement.

11.17. USA PATRIOT Act Notice . Lender hereby notifies Borrower that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies Borrower, which information includes the names and addresses of Borrower and other information that will allow Lender to identify Borrower in accordance with the USA PATRIOT Act.

11.18. Injunctive Relief . Borrower recognizes that, in the event Borrower fails to perform, observe or discharge any of its obligations or liabilities under this Agreement, any remedy at law may prove to be inadequate relief to Lenders; therefore, Lender, if Lender so requests, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving that actual damages are not an adequate remedy.

11.19. Consequential Damages . None of Lender nor any agent or attorney for any of them, shall be liable to Borrower for indirect, punitive, exemplary, incidental, special or consequential damages arising from any breach of contract, tort or other wrong relating to the establishment, administration or collection of the Obligations.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.

EXHIBIT A

SECURED REVOLVING NOTE

FOR VALUE RECEIVED, UNIFED PAYMENTS, LLC, a Delaware limited liability company (“Borrower”) hereby promises to pay to the order of NET ELEMNENT INTERNATIONAL INC. or the holder (the “Lender”) of this Secured Revolving Note (this “Revolving Note”) at 1450 S. Miami Avenue, Miami, Florida or such other place of payment as the holder of this Revolving Note may specify from time to time in writing, in lawful money of the United States of America, the principal amount of SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a rate as specified in the Loan Agreement (defined hereafter).

This Revolving Note is the Revolving Note referred to in, and is executed and delivered in connection with, that certain Loan Agreement dated as of March 8, 2013, by and between Lender, Borrower and certain Guarantors thereunder (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Revolving Note.

Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Revolving Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Revolving Note has been negotiated and delivered to Lender and is payable in the State of Florida. This Revolving Note shall be governed by and construed and enforced in accordance with, the laws of the State of Florida, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction.

EXHIBIT B

COMPLIANCE CERTIFICATE

The undersigned, the ___________ of UNIFIED PAYMENTS, LLC, a Delaware limited liability company (the “ Borrower ”), gives this certificate to NET ELEMENT INTERNATIONAL INC. (the “ Lender ”), in accordance with the requirements of Sections 5.2(b) of that certain Loan Agreement, dated as of March 8, 2013 (including all annexes, exhibits or schedules thereto, and as from time to time amended, restated, supplemented or otherwise modified, the “ Loan Agreement ”), by and between Lender, Borrower and certain Guarantors thereunder. Capitalized terms used herein without definition are so used as defined in the Loan Agreement.

EXHIBIT C

NOTICE OF BORROWING

Pursuant to Section 3.4(a) of the Loan Agreement, please take notice that Borrower requests a Revolving Loan as follows:

Funding Date of Proposed Advance: ______________ __, 2013

Amount of Advance: $________________

Purpose of Advance: __________________________________________

To induce Lender to make the requested Advance, Borrower hereby represents and warrants that all of the conditions contained in Section 3.2 of the Loan Agreement have been satisfied on and as of the date hereof, and will continue to be satisfied on and as of the Funding Date of the requested Advance, before and after giving effect thereto.

Schedule 3.1(g) to Notice of Borrowing

EXHIBIT D

SOLVENCY CERTIFICATE

The undersigned ______________ of the Borrower is familiar with the properties, businesses, assets and liabilities of the Borrower and is duly authorized to execute this Certificate on behalf of the Borrower.

The undersigned certifies that he has made such investigation and inquiries as to the financial condition of the Borrower as the undersigned deems necessary and prudent for the purpose of providing this Certificate. The undersigned acknowledges that the Lender is relying on the truth and accuracy of this Certificate in connection with the making of the Advances and other extensions of credit under the Loan Agreement.

The undersigned certifies that the financial information, projections and assumptions which underlie and form the basis for the representations made in this Certificate believed by the undersigned to be reasonable when made and were made in good faith and continue to be believed by the undersigned to be reasonable as of the date hereof.

BASED ON THE FOREGOING, the undersigned certifies that to his knowledge, after giving effect to the transactions contemplated by the Loan Agreement:

This Solvency Certificate may, upon execution, be delivered by facsimile or electronic mail in accordance with Section 9 of the Loan Agreement, which shall be deemed for all purposes to be an original signature.

Schedule 6.5

Existing Liens

MBF Merchant Capital, LLC

RBL Capital Group, LLC

Cynergy Data, LLC

California Sate Tax Liens

Process Pink Payments, LLC - predecessor Nevada entity to Process Pink, LLC a Delaware LLC.

o Lien for $1,966.00 pursuant to lien filing made 03/27/2012 (Filing No. 20-1203271727 / Certificate No. G000370785)

o Lien for $1,991.59 (including interests through 06/22/2012) pursuant to lien filing made 07/17/2012 (Filing No. 12-7321339980 / Certificate No. G000370785)

First Business Solutions Corp., a Nevada corporation (and the predecessor entity to First Business Solutions, LLC) (“FB Nevada”)

o Lien for $20,801.49 (including interests through 06/22/2012) pursuant to lien filing made 06/29/2012 (Filing No. 12-7319287888 / Certificate No. G000550359)

o Lien for $10,086.55 (including interests through 06/22/2012) pursuant to lien filing made 10/01/2012 (Filing No. 12- / Certificate No. G000224930)

o Further, we understand there exist the following CA state tax liens against this entity:

§ Lien for $10,007 filed 4/24/2012

§ Lien for $10,636 filed 4/30/2012

§ Lien for $10,078 filed 09/28/2012

First Business Solutions, Inc., a California corporation (and the predecessor to FB Nevada)

o Lien for $8,393.76 (including interests through 07/27/2012) pursuant to lien filing dated 08/02/2012 (Filing No. 12-7323567622 / Certificate No. G000306711

o Lien for $9,823.19 (including interests through 04/13/2012) pursuant to lien filing made 04/19/2012 (Filing No. 12-7310901357 / Certificate No. G000464351)

o Further, we understand there exist the following CA state tax liens against this entity:

§ Lien for $8,137 filed 05/31/2012

§ Lien for $110 filed 11/29/2012

§ Lien for $110 filed 1/17/2012

§ Lien for $9,724 filed 02/01/2012

Federal Tax Liens

IRS tax lien in the amount of $170,000.00 against Merchant Processing Services Corp., a New York corporation (and the predecessor to New Edge Payments, LLC).

This lien was settled by payment of an amount of $153,235.75 in March 2011. Proof of payment has been sent to Lender. No release of lien was received.

Exhibit 10.3

SECURED REVOLVING NOTE

(EXECUTED AND DELIVERED IN ____________________)

FOR VALUE RECEIVED, UNIFED PAYMENTS, LLC, a Delaware limited liability company (“Borrower”) hereby promises to pay to the order of NET ELEMNENT INTERNATIONAL INC. or the holder (the “Lender”) of this Secured Revolving Note (this “Revolving Note”) at 1450 S. Miami Avenue, Miami, Florida or such other place of payment as the holder of this Revolving Note may specify from time to time in writing, in lawful money of the United States of America, the principal amount of SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a rate as specified in the Loan Agreement (defined hereafter).

This Revolving Note is the Revolving Note referred to in, and is executed and delivered in connection with, that certain Loan Agreement dated as of March 8, 2013, by and between Lender, Borrower and certain Guarantors thereunder (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Revolving Note.

Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Revolving Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Revolving Note has been negotiated and delivered to Lender and is payable in the State of Florida. This Revolving Note shall be governed by and construed and enforced in accordance with, the laws of the State of Florida, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction.

Exhibit 10.4

EXECUTION VERSION

NON-RECOURSE Guaranty

This NON-RECOURSE GUARANTY (this “Guaranty” ) is executed as of March 8, 2013 by OLEG FIRER , an individual having an address at 3363 NE 163rd Street, Suite 705, North Miami Beach, Florida 33160 and Georgia Notes 18 LLC , a Florida limited liability company, having an address at 4000 NE 168th Street, Unit 101, North Miami Beach, FL 33160 (each, a “ Guarantor ” and collectively, the “ Guarantors ”), for the benefit of NET ELEMENT INTERNATIONAL INC. , a Florida corporation, having an address at 1450 S. Miami Avenue, Miami, Florida 33130 (“ Lender ”).

WITNESSETH:

A.            Pursuant to that certain Secured Revolving Note, dated of even date herewith, executed by UNIFIED PAYMENTS, LLC , a Delaware limited liability company (“ Borrower ”) and payable to the order of Lender in the original principal amount of SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) (together with all renewals, modifications, increases and extensions thereof, the “ Note ”), Borrower has become indebted, and may from time to time be further indebted, to Lender with respect to a loan (the “ Loan ”) which is made pursuant to that certain Loan Agreement, dated of even date herewith, between Borrower, Guarantors and Lender (as the same may be amended, modified, supplemented, restated, replaced or otherwise modified from time to time, the “ Loan Agreement ”), which Loan is secured by that certain Pledge Agreement, dated of even date herewith, between Guarantors and Lender (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “ Pledge Agreement ”), and further evidenced, secured or governed by other instruments and documents executed in connection with the Loan (together with the Note, the Loan Agreement and the Pledge Agreement, collectively, the “ Loan Documents” ). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

B.             Oleg Firer is the direct owner of 75.5% of the issued and outstanding membership interests in Borrower and Mr. Firer will benefit from Lender’s making of the Loan.

C.             Georgia Notes 18 LLC is the direct owner of 24.5% of the issued and outstanding membership interests in Borrower and Georgia Notes 18 LLC will benefit from Lender's making of the Loan.

D.             Each of the Guarantors has granted a security interest to Lender in his membership interests in the Borrower pursuant to the Pledge Agreement.

E.             Lender is not willing to make the Loan, or otherwise extend credit, to Borrower unless the Guarantors unconditionally guarantee payment and performance to Lender of the Guaranteed Obligations (as herein defined).

NOW, THEREFORE, as an inducement to Lender to make the Loan to Borrower and to extend such additional credit as Lender may from time to time agree to extend under the Loan Documents, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Guarantors do hereby agree as follows:

ARTICLE 1
NATURE AND SCOPE OF GUARANTY

Section 1.1             Guaranty of Obligations . Guarantors, as primary obligors, hereby, irrevocably and unconditionally guarantee to Lender and its successors and assigns the payment and performance of the Guaranteed Obligations as and when the same shall become due and payable, whether by lapse of time, acceleration of maturity or otherwise.

Section 1.2             Definition of Guaranteed Obligations .

(a)                 "Guaranteed Obligations" shall mean, solely following the occurrence of a Bad Faith Act, the Loan, as evidenced by the Note and the other Loan Documents, when and as the same shall become due, whether at the stated maturity thereof, by acceleration, demand, or otherwise, and any and all interest accrued and to accrue on the Loan (including, without limitation, interest at the Default Rate), and late charges, reasonable attorneys’ fees, costs, expenses, and all other indebtedness, obligations and liabilities of Borrower with respect to the Loan as provided in Loan Documents.

(b)                As used herein, "Bad Faith Act" shall mean:

(i)                  a Guarantor pledges, assigns, or grants a security interest in the Pledged Company Interests;

(ii)                Borrower or any Subsidiary thereof files a voluntary petition under the Bankruptcy Code or any other federal, state, local or foreign bankruptcy or insolvency law;

(iii)              an Affiliate, officer, director or representative which controls, directly or indirectly, Borrower files, or joins in the filing of, an involuntary petition against Borrower under the Bankruptcy Code or any other federal, state, local or foreign bankruptcy or insolvency law, or solicits or causes to be solicited petitioning creditors for any involuntary petition against Borrower from any Person;

(iv)              Borrower files an answer consenting to, or otherwise acquiescing in, or joining in, any involuntary petition filed against it, by any other Person under the Bankruptcy Code or any other federal, state, local or foreign bankruptcy or insolvency law, or solicits or causes to be solicited petitioning creditors for any involuntary petition against Borrower from any Person; or

(v)                Borrower makes an assignment for the benefit of creditors, or admits, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due.

(c)                 As used herein, "Bankruptcy Code" shall mean Title 11 of the United States Code entitled "Bankruptcy", as amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder.

(d)                As used herein, "Pledged Company Interests" shall have the meaning ascribed to it in the Pledge Agreement.

(e)                 Notwithstanding anything to the contrary in this Guaranty or in any of the other Loan Documents, Lender shall not be deemed to have waived any right which Lender may have under sections 506(a), 506(b), or 1111(b) or any other provisions of the Bankruptcy Code to file a claim in the amount of the Guaranteed Obligations or to require that all Collateral shall continue to secure all of the Guaranteed Obligations owing to Lender in accordance with the Loan Documents.

Section 1.3             Nature of Guaranty .

(a)                 This Guaranty is an irrevocable, absolute, continuing guaranty of payment and performance and not a guaranty of collection. This Guaranty may not be revoked by a Guarantor and shall continue to be effective with respect to any Guaranteed Obligations arising or created after any attempted revocation by a Guarantor and after a Guarantor’s death (in which event this Guaranty shall be binding upon such Guarantor’s estate and such Guarantor’s legal representatives and heirs). The fact that at any time or from time to time the Guaranteed Obligations may be increased or reduced shall not release or discharge the obligation of a Guarantor to Lender with respect to the Guaranteed Obligations. This Guaranty may be enforced by Lender and any subsequent holder of the Note and shall not be discharged by the assignment, sale, pledge, transfer, participation or negotiation of all or part of the Note.

(b)                Notwithstanding anything set forth herein or in any other Loan Document to the contrary, in the event a Guarantor does not fulfill its obligations under this Guaranty, Lender's remedies against such Guarantor are limited solely to those set forth in the Pledge Agreement.

Section 1.4             Guaranteed Obligations Not Reduced by Offset . The Guaranteed Obligations and the liabilities and obligations of a Guarantor to Lender hereunder shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense of Borrower or any other party against Lender or against payment of the Guaranteed Obligations, whether such offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise, other than the defense of actual payment or actual performance.

Section 1.5             Payment by Guarantor . If all or any part of the Guaranteed Obligations shall not be paid when due, whether at demand, maturity, acceleration or otherwise, a Guarantor shall, upon fourteen (14) days written notice by Lender, pay in lawful money of the United States of America, the amount due on the Guaranteed Obligations to Lender at Lender’s address as set forth herein. Such demand(s) may be made at any time coincident with or after the time payment and/or performance of all or part of the Guaranteed Obligations is due and may be made from time to time with respect to the same or different items of Guaranteed Obligations. Such demand shall be deemed made, given and received in accordance with the notice provisions hereof.

Section 1.6             No Duty to Pursue Others . Except as required by applicable law, it shall not be necessary for Lender (and each Guarantor hereby waives any rights which Guarantor may have to require Lender), in order to enforce the obligations of such Guarantor hereunder, first to (i) institute suit or exhaust its remedies against Borrower or others liable on the Loan or the Guaranteed Obligations or any other Person, (ii) enforce Lender’s rights against any Collateral which shall ever have been given to secure the Loan, (iii) enforce Lender’s rights against any other guarantors of the Guaranteed Obligations, (iv) join Borrower or any others liable on the Guaranteed Obligations in any action seeking to enforce this Guaranty, (v) exhaust any remedies available to Lender against Borrower or any collateral which shall ever have been given to secure the Loan, or (vi) resort to any other means of obtaining payment of the Guaranteed Obligations. In no event shall Lender be required to mitigate damages or take any other action to reduce, collect or enforce the Guaranteed Obligations.

Section 1.7             Waivers . Each Guarantor agrees to the provisions of the Loan Documents and except to the extent otherwise required in the Loan Documents, hereby waives notice of (i) any loans or advances made by Lender to Borrower, (ii) acceptance of this Guaranty, (iii) any amendment or extension of any of the Loan Documents, (iv) the execution and delivery by Borrower and Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory note or other documents arising under the Loan Documents, (v) the occurrence of (A) any breach by Borrower of any of the terms or conditions of the Loan Agreement or any of the other Loan Documents, or (B) an Event of Default, (vi) Lender’s transfer, sale, assignment, pledge, participation or disposition of the Guaranteed Obligations, or any part thereof, (vii) the sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (viii) protest, proof of non-payment or default by Borrower, or (ix) any other action at any time taken or omitted by Lender and, generally, all demands and notices of every kind in connection with the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations and/or the obligations hereby guaranteed.

Section 1.8             Payment of Expenses . In the event that a Guarantor should breach or fail to timely perform any provisions of this Guaranty, such Guarantor shall, upon fourteen (14) days written notice by Lender, pay Lender all reasonable costs and expenses (including court costs and reasonable attorneys’ fees) incurred by Lender in the enforcement hereof or the preservation of Lender’s rights hereunder, together with interest thereon at the Default Rate from the date requested by Lender until the date of payment to Lender. The covenant contained in this Section shall survive the payment and performance of the Guaranteed Obligations.

Section 1.9             Effect of Bankruptcy . In the event that pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law or any judgment, order or decision thereunder, Lender must rescind or restore any payment or any part thereof received by Lender in satisfaction of the Guaranteed Obligations, as set forth herein, any prior release or discharge from the terms of this Guaranty given to a Guarantor by Lender shall be without effect and this Guaranty and the Guaranteed Obligations shall remain (or shall be reinstated to be) in full force and effect. It is the intention of Borrower and each Guarantor that the Guarantors' obligations hereunder shall not be discharged except by a Guarantor’s performance of such obligations and then only to the extent of such performance.

Section 1.10         Waiver of Subrogation, Reimbursement and Contribution . Notwithstanding anything to the contrary contained in this Guaranty, each Guarantor hereby unconditionally and irrevocably waives, releases and abrogates any and all rights such Guarantor may now or hereafter have under any agreement, at law or in equity (including, without limitation, any law subrogating the Guarantor to the rights of Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from Borrower or any other party liable for payment of any or all of the Guaranteed Obligations for any payment made by a Guarantor under or in connection with this Guaranty or otherwise.

Section 1.11         Borrower . The term “Borrower” as used herein shall include any new or successor corporation, association, partnership (general or limited), limited liability company joint venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or any interest in Borrower, as permitted under the Loan Agreement.

Section 1.12         Other Guaranties . This Guaranty is separate, distinct and in addition to any liability and/or obligations that Borrower or either Guarantor may have under any other guaranty or indemnity executed by Borrower or the Guarantors in connection with the Loan, and no other agreement, guaranty or indemnity executed in connection with the Loan shall act to reduce or set-off any of the Guarantors' liability hereunder.

ARTICLE 2
EVENTS AND CIRCUMSTANCES NOT REDUCING
OR DISCHARGING GUARANTOR’S OBLIGATIONS

The Guarantors hereby consent and agree to each of the following and agree that each Guarantor’s obligations under this Guaranty shall not be released, diminished, impaired, reduced or adversely affected by any of the following and waives any common law, equitable, statutory or other rights (including without limitation rights to notice) which such Guarantor might otherwise have as a result of or in connection with any of the following:

Section 2.1             Modifications/Sales . Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Guaranteed Obligations, the Note, the Pledge Agreement, the Loan Agreement, the other Loan Documents or any other document, instrument, contract or understanding between Borrower and Lender or any other parties pertaining to the Guaranteed Obligations, or any sale, assignment or foreclosure of the Note, the Loan Agreement, the Pledge Agreement, or any other Loan Documents or any sale or transfer of all or any portion of the Collateral, or any failure of Lender to notify a Guarantor of any such action.

Section 2.2             Adjustment . Any adjustment, indulgence, forbearance or compromise that might be granted or given by Lender to Borrower or the Guarantors.

Section 2.3             Condition of Borrower or Guarantor . The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, a Guarantor or any other Person at any time liable for the payment or performance of all or part of the Guaranteed Obligations; or any dissolution of Borrower or a Guarantor or any sale, lease or transfer of any or all of the assets of Borrower or a Guarantor or any changes in the shareholders, partners or members, as applicable, of Borrower or a Guarantor; or any reorganization of Borrower or a Guarantor.

Section 2.4             Invalidity of Guaranteed Obligations . The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations or any document or agreement executed in connection with the Guaranteed Obligations for any reason whatsoever, including without limitation the fact that (i) the Guaranteed Obligations or any part thereof exceeds the amount permitted by law, (ii) the act of creating the Guaranteed Obligations or any part thereof is ultra vires, (iii) the officers or representatives executing the Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (iv) the Guaranteed Obligations violate applicable usury laws, (v) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower, other than the defense of actual payment or actual performance, (vi) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (vii) any of the Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that the Guarantors shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.

Section 2.5             Release of Credit Parties . Any full or partial release of the liability of Borrower for the Guaranteed Obligations or any part thereof, or of any co-guarantors, or any other Person now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations, or any part thereof, it being recognized, acknowledged and agreed by each Guarantor that such Guarantor may be required to pay the Guaranteed Obligations in full without assistance or support from any other Person, and such Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that other Persons (including Borrower) will be liable to pay or perform the Guaranteed Obligations, or that Lender will look to other Persons (including Borrower) to pay or perform the Guaranteed Obligations.

Section 2.6             Other Collateral . The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations.

Section 2.7             Release of Collateral . Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including, without limitation, negligent, willful, unreasonable or unjustifiable impairment) of any Collateral existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations.

Section 2.8             Care and Diligence . The failure of Lender or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of any collateral, property or security, including, but not limited to, any neglect, delay, omission, failure or refusal of Lender (i) to take or prosecute any action for the collection of any of the Guaranteed Obligations, or (ii) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon any security therefor, or (iii) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations.

Section 2.9             Unenforceability . The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by each Guarantors that such Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the collateral for the Guaranteed Obligations.

Section 2.10         Representation . The accuracy or inaccuracy of the representations and warranties made by a Guarantor herein or by Borrower in any of the Loan Documents.

Section 2.11         Offset . The Note, the Loan Agreement, the Guaranteed Obligations and the liabilities and obligations of the Guarantors to Lender hereunder shall not be reduced, discharged or released because of or by reason of any existing or future right of offset, claim or defense of Borrower against Lender, or any other Person, or against payment of the Guaranteed Obligations, whether such right of offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise, other than the defense of actual payment or actual performance.

Section 2.12         Merger . The reorganization, merger or consolidation of Borrower or a Guarantor into or with any other Person.

Section 2.13         Preference . Any payment by Borrower to Lender is held to constitute a preference under bankruptcy laws or for any reason Lender is required to refund such payment or pay such amount to Borrower or to any other Person.

Section 2.14         Other Actions Taken or Omitted . Any other action taken or omitted to be taken with respect to the Loan Documents, the Guaranteed Obligations, or the security and collateral therefor, whether or not such action or omission prejudices a Guarantor or increases the likelihood that such Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof, it being the unambiguous and unequivocal intention of each Guarantor that such Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES

To induce Lender to enter into the Loan Documents and to extend credit to Borrower, each Guarantor represents and warrants to Lender as follows:

Section 3.1             Benefit . Guarantor owns a direct interest in Borrower, and has received, or will receive, direct or indirect benefit from the making of this Guaranty with respect to the Guaranteed Obligations.

Section 3.2             Familiarity and Reliance . Guarantor is familiar with, and has independently reviewed books and records regarding, the financial condition of the Borrower and is familiar with the value of any and all collateral intended to be created as security for the payment of the Note or Guaranteed Obligations; provided, however, Guarantor is not relying on such financial condition or the collateral as an inducement to enter into this Guaranty. Guarantor has received copies of the Loan Documents.

Section 3.3             No Representation by Lender . Neither Lender nor any other party has made any representation, warranty or statement to Guarantor in order to induce Guarantor to execute this Guaranty.

Section 3.4             Guarantor’s Financial Condition . As of the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor is and will be solvent and has and will have assets which, fairly valued, exceed its obligations, liabilities (including contingent liabilities) and debts, and has and will have property and assets sufficient to satisfy and repay its obligations and liabilities, including the Guaranteed Obligations.

Section 3.5             Legality . The execution, delivery and performance by Guarantor of this Guaranty and the consummation of the transactions contemplated hereunder do not and will not contravene or conflict with any law, statute or regulation whatsoever to which Guarantor is subject or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, or result in the breach of, any indenture, mortgage, charge, lien, or any contract, agreement or other instrument to which Guarantor is a party or which may be applicable to Guarantor. This Guaranty is a legal and binding obligation of Guarantor and is enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors’ rights.

Section 3.6             Survival . All representations and warranties made by Guarantor herein shall survive the execution hereof.

ARTICLE 4
SUBORDINATION OF CERTAIN INDEBTEDNESS

Section 4.1             Subordination of All Guarantor Claims .

(a)                 As used herein, the term “Guarantor Claims” shall mean all debts and liabilities of Borrower to a Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, and whether the obligations of Borrower thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by a Guarantor; provided, however, the term "Guarantor Claims" shall not include debts and liabilities of Borrower to a Guarantor on account of wages, salaries and ordinary course employee benefits that have been preapproved in writing by Lender. The Guarantor Claims shall include, without limitation, all rights and claims of a Guarantor against Borrower (arising as a result of subrogation or otherwise) as a result of Guarantor’s payment of all or a portion of the Guaranteed Obligations.

(b)                From and after the occurrence and during the continuance of a Default or Event of Default, Guarantor shall not receive or collect, directly or indirectly, from Borrower or any Affiliate of Borrower any amount upon the Guarantor Claims.

Section 4.2             Claims in Bankruptcy . In the event of any receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving a Guarantor as a debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Each Guarantor hereby assigns such dividends and payments to Lender. Should Lender receive, for application against the Guaranteed Obligations, any dividend or payment which is otherwise payable to Guarantor and which, as between Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then, upon payment to Lender in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Lender to the extent that such payments to Lender on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if Lender had not received dividends or payments upon the Guarantor Claims.

Section 4.3             Payments Held in Trust . Notwithstanding anything to the contrary contained in this Guaranty, in the event that Guarantor should receive any funds, payments, claims or distributions which are prohibited by this Guaranty, Guarantor agrees to hold in trust for Lender an amount equal to the amount of all funds, payments, claims or distributions so received, and agrees that it shall have absolutely no dominion over the amount of such funds, payments, claims and/or distributions so received except to pay them promptly to Lender, and Guarantor covenants promptly to pay the same to Lender.

Section 4.4             Liens Subordinate . Each Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created or attach. Without the prior written consent of Lender, Guarantor shall not (i) exercise or enforce any creditor’s rights it may have against Borrower, or (ii) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation the commencement of, or the joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on assets of Borrower held by Guarantor. The foregoing shall in no manner vitiate or amend, nor be deemed to vitiate or amend, any prohibition in the Loan Documents against Borrower or Guarantor transferring any of its assets to any Person other than Lender.

ARTICLE 5
COVENANTS

Section 5.1             [Reserved]

Section 5.2             [Reserved]

ARTICLE 6
MISCELLANEOUS

Section 6.1             Waiver . No failure to exercise, and no delay in exercising, on the part of Lender, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right. The rights of Lender hereunder shall be in addition to all other rights provided by law. No modification or waiver of any provision of this Guaranty, nor any consent to any departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand.

Section 6.2             Notices . All notices, demands, requests, consents, approvals or other communications (any of the foregoing, a “Notice” ) required, permitted or desired to be given hereunder shall be in writing and shall be sent by registered or certified mail, postage prepaid, return receipt requested, or delivered by hand or by reputable overnight courier, addressed to the party to be so notified at its address hereinafter set forth, or to such other addresses as such party may hereafter specify in accordance with the provisions of this Section 6.2 . Any Notice shall be deemed to have been received: (a) three (3) days after the date such Notice is mailed, (b) on the date of delivery by hand if delivered during business hours on a Business Day (otherwise on the next Business Day), and (c) on the next Business Day if sent by an overnight commercial courier, in each case addressed to the parties as follows:

Any party may change the address to which any such Notice is to be delivered by furnishing ten (10) days’ written notice of such change to the other parties in accordance with the provisions of this Section 6.2 . Notices shall be deemed to have been given on the date set forth above, even if there is an inability to actually deliver any Notice because of a changed address of which no Notice was given or there is a rejection or refusal to accept any Notice offered for delivery. Notice for any party may be given by its respective counsel.

Section 6.3             Governing Law; Submission to Jurisdiction . (a) THIS GUARANTY WAS NEGOTIATED IN THE STATE OF FLORIDA, AND MADE BY GUARANTOR AND ACCEPTED BY LENDER IN THE STATE OF FLORIDA, AND THE PROCEEDS OF THE NOTE WERE DISBURSED FROM THE STATE OF FLORIDA, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION RELATED HERETO, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS GUARANTY AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, GUARANTOR HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS GUARANTY AND/OR THE OTHER LOAN DOCUMENTS, AND THIS GUARANTY AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA.

(b) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY, AT LENDER’S OPTION, BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE STATE OF FLORIDA AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING, THE GUARANTORS DO HEREBY DESIGNATE AND APPOINT

STEVEN WOLBERG, ESQ.

UNIFIED PAYMENTS, LLC

3363 NE 163RD STREET, SUITE 705

NORTH MIAMI BEACH, FL 33160

AS THEIR AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON THEIR BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN MIAMI, FLORIDA, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF FLORIDA. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN MIAMI, FLORIDA (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS, AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN MIAMI, FLORIDA OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST BORROWER IN ANY OTHER JURISDICTIONS.

Section 6.4             Invalid Provisions . If any provision of this Guaranty is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Guaranty, such provision shall be fully severable and this Guaranty shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Guaranty, and the remaining provisions of this Guaranty shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Guaranty, unless such continued effectiveness of this Guaranty, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein.

Section 6.5             Amendments . This Guaranty may be amended only by an instrument in writing executed by the party against whom such amendment is sought to be enforced.

Section 6.6             Parties Bound; Assignment; Joint and Several . This Guaranty shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, permitted assigns, heirs and legal representatives; Lender shall have the right to assign, or transfer its rights under this Guaranty in connection with any assignment, sale, pledge, participation or transfer of the Loan and the Loan Documents. Any assignee or transferee of Lender shall be entitled to all the benefits afforded to Lender under this Guaranty. Guarantors shall not have the right to assign or transfer their rights or obligations under this Assignment without the prior written consent of Lender, and any attempted assignment without such consent shall be null and void. If a Guarantor consists of more than one Person or party, the obligations of each such Person or party shall be joint and several.

Section 6.7             Headings . Section headings are for convenience of reference only and shall in no way affect the interpretation of this Guaranty.

Section 6.8             Recitals . The recitals and introductory paragraphs hereof are a part hereof, form a basis for this Guaranty and shall be considered prima facie evidence of the facts and documents referred to therein.

Section 6.9             Counterparts . To facilitate execution, this Guaranty may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Guaranty to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages.

Section 6.10         Rights and Remedies . If a Guarantor becomes liable for any indebtedness owing by Borrower to Lender, by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby and the rights of Lender hereunder shall be cumulative of any and all other rights that Lender may ever have against such Guarantor. The exercise by Lender of any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy.

Section 6.11         Entirety . THIS GUARANTY EMBODIES THE FINAL, ENTIRE AGREEMENT OF EACH GUARANTOR AND LENDER WITH RESPECT TO SUCH GUARANTOR’S GUARANTY OF THE GUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF. THIS GUARANTY IS INTENDED BY GUARANTOR AND LENDER AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THE GUARANTY, AND NO COURSE OF DEALING BETWEEN GUARANTOR AND LENDER, NO COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY. THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND LENDER.

Section 6.12         Waiver of Right To Trial By Jury . EACH GUARANTOR, AND BY ITS ACCEPTANCE OF THIS GUARANTY, LENDER, EACH HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE PLEDGE AGREEMENT, THE LOAN AGREEMENT, OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER AND GUARANTOR ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY THE OTHER PARTY.

Section 6.13         [Reserved]

Section 6.14         Reinstatement in Certain Circumstances . If at any time any payment of the principal of or interest under the Note or any other amount payable by the Borrower under the Loan Documents is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time.

Section 6.15         Gender; Number; General Definitions . Unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, (a) words used in this Guaranty may be used interchangeably in the singular or plural form, (b) any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, (c) the word “Borrower” shall mean “each Borrower and any subsequent owner or owners of the Borrower's assets or any part thereof or interest therein”, (d) the word “Lender” shall mean “Lender and any subsequent holder of the Note”, (e) the word “Note” shall mean “the Note and any other evidence of indebtedness secured by the Loan Agreement”, and (f) the phrases “attorneys’ fees”, “legal fees” and “counsel fees” shall include any and all reasonable attorneys’, paralegal and law clerk fees and disbursements, including, but not limited to, fees and disbursements at the pre-trial, trial and appellate levels, incurred or paid by Lender in protecting its interest in the Collateral and/or in enforcing its rights hereunder.

Section 6.16         Other Guarantees . This Guaranty is in addition to, and nothing contained herein shall effect, reduce or limit in any respect the liability of a Guarantor, or the amount of such liability, under any other guaranty executed in connection with the Loan .

Section 6.17         Termination . This Guaranty shall terminate on the earlier of (a) the payment and satisfaction in full of the Guaranteed Obligations and (b) the date on which Lender forecloses on the Collateral or accepts a voluntary surrender thereof in accordance with the Code.

[NO FURTHER TEXT ON THIS PAGE]

IN WITNESS WHEREOF , each Guarantor has executed this Guaranty as of the day and year first above written.

[Signature Page - Non-Recourse Guaranty]

Exhibit 10.5

EXECUTION VERSION

PLEDGE AGREEMENT

This PLEDGE AGREEMENT (this “ Agreement ”), dated as of March 8, 2013, made by OLEG FIRER , an individual having an address at 3363 NE 163rd Street, Suite 705, North Miami Beach, Florida 33160 and Georgia Notes 18 LLC , a Florida limited liability company, having an address at 4000 NE 168th Street, Unit 101, North Miami Beach, FL 33160 (each, a “ Pledgor ” and collectively, the “ Pledgors ”), for the benefit of NET ELEMENT INTERNATIONAL INC. , a Florida corporation, having an address at 1450 S. Miami Avenue, Miami, Florida 33130 (“ Lender ”).

WITNESSETH:

A.                  Pursuant to that certain Secured Revolving Note, dated of even date herewith, executed by UNIFIED PAYMENTS, LLC , a Delaware limited liability company (“ Borrower ”) and payable to the order of Lender in the original principal amount of SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) (together with all renewals, modifications, increases and extensions thereof, the “ Note ”), Borrower has become indebted, and may from time to time be further indebted, to Lender with respect to a loan (the “ Loan ”) which is made pursuant to that certain Loan Agreement, dated of even date herewith, between Borrower, Guarantors and Lender (as the same may be amended, modified, supplemented, restated, replaced or otherwise modified from time to time, the “ Loan Agreement ”), which Loan is guaranteed pursuant to that certain Non-Recourse Guaranty, dated of even date herewith, between the Pledgors and Lender (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “ Guaranty ”), and further evidenced, secured or governed by other instruments and documents executed in connection with the Loan (together with the Note, the Loan Agreement and the Pledge Agreement, collectively, the “ Loan Documents” ). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

B.                  Oleg Firer is the direct owner of 75.5% of the issued and outstanding membership interests in Borrower and Mr. Firer will benefit from Lender’s making of the Loan.

C.                  Georgia Notes 18 LLC is the direct owner of 24.5% of the issued and outstanding membership interests in Borrower and Georgia Notes 18 LLC will benefit from Lender's making of the Loan.

D.                  It is a condition precedent to the obligation of Lender to make the Loan that Pledgors guaranty to Lender payment and performance of the Guaranteed Obligations (as defined herein) pursuant to the Guaranty;

E.                  This Agreement is delivered as security for the Guaranty;

F.                  If either Pledgor shall fail to pay the Guaranteed Obligations under the Guaranty as and when due thereunder, Lender shall have the right to exercise its rights and remedies under this Agreement; and

G.                  Lender is not willing to make the Loan, or otherwise extend credit, to Borrower unless Pledgor pledges to Lender, and grants a security interest in, all of Pledgor’s right, title and interest in the Pledged Company Interests (as defined herein) to secure Pledgor’s payment of the Guaranteed Obligations as and when due.

NOW, THEREFORE , in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which being hereby acknowledged, and to induce Lender to make the Loan pursuant to the Loan Agreement, the Pledgors hereby agree with Lender as follows:

1.                   Defined Terms . (a) Unless otherwise provided herein, all capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed thereto in the Loan Agreement and, for the purposes of this Agreement, the following terms shall have the following meanings:

“Borrower Operating Agreement” means that certain Amended and Restated Limited Liability Company Agreement, dated as of December 21, 2012, as the same may be amended, modified, supplemented, replaced or otherwise modified from time to time.

“Code” means the Uniform Commercial Code from time to time in effect in the State of Florida.

“Collateral” has the meaning ascribed to such term in Section 2 hereof.

“Event of Default” shall have the meaning ascribed to such term in the Loan Agreement.

“Guaranteed Obligations” shall have the meaning ascribed to such term in the Guaranty.

“ Membership Certificate ” has the meaning ascribed to it in Section 2(b) hereof.

“Pledged Company Interests” means all of the membership interests of Pledgors in Borrower, together with all membership interest certificates, options or rights of any nature whatsoever which may be issued or granted by Borrower to Pledgors while this Agreement is in effect.

“Proceeds” means all “proceeds” as such term is defined in Section 9-102(a)(64) of the Code on the date hereof and, in any event, shall include, without limitation, all dividends or other income from the Pledged Company Interests, collections thereon or distributions with respect thereto.

“Termination Date” means the earlier of (a) the payment and satisfaction in full of the Guaranteed Obligations and (b) the date on which Lender forecloses on the Collateral or accepts a voluntary surrender thereof in accordance with the Code.

(b)                The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section, subsection, schedule and exhibit references are to this Agreement unless otherwise specified. The word “including” when used in this Agreement shall be deemed to be followed by the words “but not limited to.”

2.                   Pledge; Grant of Security Interest; Delivery of Collateral . (a) Pledgors hereby pledge and grant to Lender, as collateral security for the prompt performance, observance and indefeasible payment in full of all of the Guaranteed Obligations when due (whether at the stated maturity, by acceleration or otherwise), a first priority security interest in all of each Pledgors' right, title and interest to the following, whether now owned by such Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (collectively, the “Collateral” ):

(i)                  all Pledged Company Interests and all other ownership interests of Pledgors in Borrower;

(ii)                all securities, moneys or property representing dividends or interest on any of the Pledged Company Interests, or representing a distribution in respect of the Pledged Company Interests, or resulting from a split-up, revision, reclassification or other like change of the Pledged Company Interests or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Company Interests;

(iii)              all right, title and interest of Pledgors in, to and under any policy of insurance payable by reason of loss or damage to the Pledged Company Interests and any other Collateral;

(iv)              all “securities,” “accounts,” “general intangibles,” “instruments” and “investment property” (in each case, as defined in the Code) constituting or relating to the foregoing;

(v)                all right, title and interest of Pledgors in, to and under the Borrower Operating Agreement or any other agreement or instrument relating to the Pledged Company Interests, including, without limitation, (A) all rights of Pledgors to receive moneys or distributions with respect to the Pledged Company Interests due and to become due under or pursuant to the Borrower Operating Agreement, (B) all rights of Pledgors to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Pledged Company Interests, (C) all claims of Pledgors for damages arising out of or for breach of or default under the Borrower Operating Agreement, (D) any right of Pledgors to perform under the Borrower Operating Agreement and to compel performance and otherwise exercise all rights and remedies thereunder, and (E) all of the right, title and interest of Pledgors as members to participate in the operation or management of Borrower and all of Pledgors' ownership interests under the Borrower Operating Agreement; and

(vi)              all Proceeds of any of the foregoing property of Pledgors.

(b)                Delivery of the Collateral . All certificates or instruments representing or evidencing the Collateral shall be delivered to and held by or on behalf of Lender pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignments in blank, all in form and substance reasonably satisfactory to Lender. Concurrently with the execution and delivery of this Agreement, Pledgors shall deliver to Lender a certificate evidencing the Pledged Company Interests (which certificate shall constitute a “security certificate” (as defined in the Code) (“the “ Membership Certificate ”), the form of which is attached hereto as Exhibit A . The Pledged Company Interests are “securities” within the meaning of Sections 8-l02(a)(15 ) and 8-103 of the Code. The Borrower’s Operating Agreement and the Membership Certificate each state that the Pledged Company Interests are “securities” as such term is defined in Article 8 of the UCC as in effect in the State of Delaware.

(c)                 If either Pledgor shall fail to pay the Guaranteed Obligations under the Guaranty as and when due thereunder following the occurrence of a Bad Faith Act (as such term is defined in the Guaranty), Lender shall have the right, upon written notice to Pledgors, to transfer to or to register in the name of Lender or its nominee any or all of the Collateral. Concurrently with the execution and delivery of this Agreement, Pledgors shall deliver to Lender an assignment of membership interest endorsed by each Pledgor in blank (an “ Assignment of Interest ”), in the form set forth on Exhibit B hereto, for the Pledged Company Interests, transferring all of the Pledged Company Interests in blank, duly executed by Pledgor and undated. Lender shall have the right, after a Pledgor fails to pay the Guaranteed Obligations under the Guaranty as and when due thereunder, to transfer to, and to designate on a Pledgor’s Assignment of Interest, any Person to whom the Pledged Company Interests are sold in accordance with the provisions of this Agreement and the Code. In addition, Lender shall have the right, at Lender’s sole cost and expense, at any time to exchange any Assignment of Interest representing or evidencing the Pledged Company Interests or any portion thereof for one or more additional or substitute Assignments of Interest representing or evidencing smaller or larger percentages of the Pledged Company Interests represented or evidenced thereby, subject to the terms thereof.

(d)                Pledgors shall promptly deliver to Lender, or cause Borrower or any other entity issuing the Collateral to deliver directly to Lender, share certificates or other instruments representing any Collateral acquired or received after the date of this Agreement with a stock or bond power duly executed by Pledgors in the form attached as the reverse side to the Membership Certificate attached as Exhibit A hereto. If at any time Lender notifies Pledgors that it reasonably requires additional stock or bond powers endorsed in blank, Pledgors shall promptly execute in blank and deliver the requested stock power to the Lender.

(e)                 This Agreement is executed only as security for the payment of the Guaranteed Obligations and, therefore, the execution and delivery of this Agreement shall not subject Lender to, or transfer or pass to Lender, or in any way affect or modify, the liability of Pledgors under the Borrower Operating Agreement. In no event shall the acceptance of this Agreement by Lender or the exercise by Lender of any rights hereunder or assigned hereby constitute an assumption of any liability or obligation of Pledgors to, under or in connection with the Borrower Operating Agreement.

3.                   Representations and Warranties . Each Pledgor represents and warrants as of the date hereof that:

(a)                 Benefit . The Pledgors, taken together, are the owners of 100% of the issued and outstanding membership interests of Borrower and have received, or will receive, direct or indirect benefit from the making of the Loan.

(b)                Familiarity and Reliance . Each Pledgor is familiar with, and has independently reviewed books and records regarding, the financial condition of Borrower and is familiar with the value of any and all Collateral intended to be created as security for the Guaranty or Guaranteed Obligations; provided, however, neither Pledgor is relying on such financial condition or the Collateral as an inducement to enter into this Agreement.

(c)                 No Representation By Lender . Neither Lender nor any other party has made any representation, warranty or statement to Pledgor in order to induce Pledgor to execute this Agreement, except to extend the Loan in accordance with the terms of the Loan Agreement.

(d)                [Reserved]

(e)                 Legality . The execution, delivery and performance by Pledgor of this Agreement and the consummation of the transactions contemplated hereunder do not and will not contravene or conflict with any law, statute or regulation whatsoever to which Pledgor is subject, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the breach of, any indenture, mortgage, charge, lien, contract, agreement or other instrument to which Pledgor is a party or which may be applicable to Pledgor. This Agreement is a legal and binding obligation of Pledgor and is enforceable against Pledgor in accordance with its terms, except as limited by principles of equity bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors’ rights.

(f)                 Survival . All representations and warranties made by Pledgor herein shall survive the execution hereof.

(g)                Approvals . No authorizations, approvals and consents of, and no filings and registrations with, any governmental or regulatory authority or agency that have not been obtained are necessary for (i) the execution, delivery or performance by Pledgor of this Agreement or for the validity or enforceability thereof, (ii) the grant by Pledgor of the assignments and security interests granted hereby, or the pledge by Pledgor of the Collateral pursuant hereto, (iii) the perfection or maintenance of the pledge, assignment and security interest created hereby (including the first priority nature of such pledge, assignment and security interest) except for the filing of financing statements under the Uniform Commercial Code, or (iv) the exercise by Lender of all rights and remedies in respect of the Collateral pursuant to this Agreement.

(h)                Ownership . Pledgor owns all of the membership interests in Borrower. Pledgor has good and indefeasible title to the Collateral, free and clear of all pledges, liens, mortgages, hypothecations, security interests, charges, options or other encumbrances whatsoever, except the lien and security interest created by this Agreement. Except as permitted in this Agreement, Pledgor shall not, directly or indirectly, sell, assign, transfer or otherwise dispose of, or grant any option with respect to the Collateral. The Pledged Company Interests are not and will not be subject to any contractual restriction upon the transfer thereof (except for any such restrictions contained herein or in the other Loan Documents and as may be set forth in the Borrower Operating Agreement) and under applicable federal securities laws.

(i)                  Principal Place of Business and State of Organization . Pledgors' principal place of business is c/o Unified Payments, 3363 NE 163rd Street, Suite 750, North Miami Beach, Florida 33160. Pledgors will not change Pledgors' principal place of business unless Pledgors have previously notified Lender thereof and taken such action as is necessary or reasonably requested by Lender to cause the security interest of Lender in the Collateral to continue to be perfected.

(j)                  [Reserved]

(k)                Authorization . Each Pledgor authorizes Lender to: (i) subject to the terms and provisions of Section 6 hereof, perform any and all other acts which Lender in good faith deems reasonably necessary for the protection and preservation of the Collateral or its value or Lender’s security interest therein, including, without limitation, if a Pledgor fails to pay the Guaranteed Obligations under the Guaranty as and when due thereunder, transferring, registering or arranging for the transfer or registration of the Collateral to or in Lender’s own name and receiving the income therefrom as additional security for the Guaranteed Obligations, as set forth more fully in Section 5(b) hereof, and (ii) pay any third party charges or expenses which Lender deems reasonably necessary for the foregoing purpose, but without any obligation on the part of Lender to do so (and any amounts so paid shall constitute Guaranteed Obligations hereunder and under the Guaranty). If any of the Pledged Company Interests ever becomes certificated, then upon delivery of the certified Pledged Company Interests to Lender, Pledgor authorizes Lender to store, deposit and safeguard the Collateral. Any obligation of Lender for the reasonable care of the Collateral in Lender’s possession shall be limited to the same degree of care which Lender uses for similar property of its own account.

(l)                  Delivery . Pledgors have delivered to Lender true, correct and complete copies of the Borrower Operating Agreement and its certificate of formation. There are and shall be no other agreements governing the formation or organization of Borrower and, with respect to Pledgors, there are and shall be no other terms of the membership interests owned by Pledgor in Borrower.

(m)              Acknowledgment and Consent of Borrower . Pledgor has delivered to Lender an acknowledgement and consent executed by Borrower in the form of Exhibit C attached hereto and made a part hereof.

4.                   Covenants . Pledgor covenants and agrees with Lender that, from and after the date of this Agreement until the Termination Date:

(a)                 Acknowledgements of Parties . If Pledgor shall, as a result of its ownership of the Pledged Company Interests, become entitled to receive or shall receive any regular membership certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Pledged Company Interests, or otherwise in respect thereof, Pledgor shall accept the same as Lender’s agent, hold the same in trust for Lender and deliver the same forthwith to Lender in the exact form received, duly endorsed by Pledgor to Lender, if required, together with an undated regular membership interest power covering such certificate duly executed in blank and with, if Lender so requests, signature guaranteed, to be held by Lender hereunder as additional security for the Guaranteed Obligations. Any sums paid to Pledgor upon or in respect of the Pledged Company Interests upon the liquidation or dissolution of Borrower shall be paid over to Lender to be held by it hereunder as additional security for the Guaranteed Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Company Interests or any property shall be distributed upon or with respect to the Pledged Company Interests pursuant to the recapitalization or reclassification of the capital of Borrower or pursuant to the reorganization thereof, the property so distributed shall be delivered to Lender to be held by it, subject to the terms hereof, as additional security for the Guaranteed Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Company Interests shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to Lender, hold such money or property in trust for Lender, segregated from other funds of Pledgor, as additional security for the Guaranteed Obligations.

(b)                Without the prior written consent of Lender, Pledgor shall not, directly or indirectly (i) vote to enable, or take any other action to permit, Borrower to issue any membership interests, or to issue any other securities convertible into or granting the right to purchase or exchange for any membership interests in Borrower, or (ii) except as permitted by the Loan Agreement, sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur, authorize or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien provided for by this Agreement. Pledgor shall defend the right, title and interest of Lender in and to the Collateral against the claims and demands of all Persons whomsoever.

(c)                 At any time and from time to time, upon the written request of Lender, and at the sole expense of Pledgor, Pledgor shall promptly and duly give, execute, deliver file and/or record such further instruments and documents and take such further actions as Lender may reasonably request for the purposes of obtaining, creating, perfecting, validating or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, filing UCC financing or continuation statements. Pledgor hereby authorizes Lender to file any such financing statement or continuation statement without the signature of Pledgor to the extent permitted by law. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to Lender and duly endorsed in a manner reasonably satisfactory to Lender, to be held as Collateral pursuant to this Agreement.

(d)                [Reserved]

(e)                 Pledgor shall pay, and save Lender harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.

(f)                 Pledgor shall not, directly or indirectly, without the prior written consent of Lender, attempt to waive, alter, amend, modify, supplement or change in any way, or release, subordinate, terminate or cancel in whole or in part, or give any consent under, any of the instruments, documents, policies or agreements constituting the Collateral or any of the rights or interests of Pledgor as party, holder, mortgagee or beneficiary thereunder. Pledgor agrees that all rights to do any and all of the foregoing have been collaterally assigned to Lender, but Pledgor agrees that, upon request from Lender from time to time, Pledgor shall do any of the foregoing or shall join Lender in doing so or shall confirm the right of Lender to do so and shall execute such instruments and undertake such actions as Lender may reasonably request in connection therewith.

(g)                Without the prior written consent of Lender, Pledgor shall not make any election, compromise, adjustment or settlement in respect of any of the Collateral.

(h)                Lender may, in its discretion, for the account and expense of Pledgor, pay any amount or do any act required of Pledgor hereunder or requested by Lender to preserve, protect, maintain or enforce the obligations of Pledgor under this Agreement, the Guaranty, the Collateral or the security interests granted herein, provided Pledgor has failed to pay such amount or take such action within ten (10) business days after written demand by Lender. Any such payment shall be deemed an advance by Lender to Pledgor and shall be payable by Pledgor within ten (10) business days after written demand.

(i)                  Each Pledgor shall promptly give to Lender notice of all pending material legal or arbitration proceedings in respect of the Collateral, and of all proceedings pending by or before any governmental or regulatory authority or agency, affecting the Collateral upon Pledgor’s knowledge thereof.

(j)                  Pledgor waives (i) all rights to require Lender to proceed against any other Person, entity or collateral or to exercise any remedy set forth herein or in any other agreement, (ii) any right of subrogation or interest in the Guaranteed Obligations or Collateral until the Guaranteed Obligations have been paid in full, (iii) any rights to notice of any kind or nature whatsoever, unless specifically required in this Agreement or the Guaranty or is non-waivable under any applicable law, and (iv) to the extent permissible, its rights under Section 9-207 of the Code. Pledgor agrees that the Collateral, other collateral or any other guarantor or endorser may be released, substituted or added with respect to the Guaranteed Obligations, in whole or in part, without releasing or otherwise affecting the liability of Pledgor, the pledge and security interests granted hereunder, or this Agreement. Lender is entitled to all of the benefits of a secured party set forth in Section 9-207 of the Code.

5.                   Certain Understandings of Parties; Registration of Pledge; Control of Collateral, Etc.

(a)                 The parties acknowledge and agree that the terms of the Pledged Company Interests do and will provide that they shall constitute a “security” within the meaning of Article 8 of the Uniform Commercial Code (including §8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, Article 8 of the Code and Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.

(b)                [Reserved]

6.                   Cash Dividends; Voting Rights . If there are any regular membership interest cash distributions or cash dividends including, without limitation, profits, losses, income, surplus, return on capital and equity interest distributions, paid in the normal course of business of Borrower, such distributions and dividends shall be paid to Lender in accordance with the Loan Agreement. Unless an Event of Default shall have occurred under the Guaranty and Pledgor shall have failed to pay the Guaranteed Obligations as and when due under the Guaranty, Pledgor shall be permitted to exercise all voting and regular membership interests or rights with respect to the Pledged Company Interests, provided that no vote shall be cast or right exercised or other action taken which, in Lender’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Loan Agreement, the Note, this Agreement or any other Loan Documents.

7.                   Rights of Lender .

(a)                 If Pledgor shall fail to pay the Guaranteed Obligations under the Guaranty as and when due thereunder, Lender shall have the right to receive any and all income, cash dividends, distributions, proceeds or other property received or paid in respect of the Collateral and make application thereof to the Guaranteed Obligations, in such order as Lender, in its sole discretion, may elect, in accordance with the Loan Documents. If Pledgor shall fail to pay the Guaranteed Obligations under the Guaranty as and when due thereunder, then all Pledged Company Interests, at Lender’s option, shall be registered in the name of Lender or its nominee (if not already so registered), and Lender or its nominee may thereafter exercise (i) all voting, and all regular membership and other rights pertaining to the Pledged Company Interests, and (ii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such Pledged Company Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Company Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of Borrower, or upon the exercise by Pledgor or Lender of any right, privilege or option pertaining to such Pledged Company Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Company Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability, subject to Section 10 below, except to account for property actually received by it, but Lender shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. To further effect the provisions hereof, Pledgor hereby grants to Lender or its nominee, on behalf of Lender, an irrevocable proxy to exercise upon the occurrence of an Event of Default all voting and membership rights relating to the Pledged Interests in any instance. Pledgor has evidenced such proxy by execution and delivery of an Irrevocable Proxy Agreement in the form attached hereto as Exhibit D . Upon the request of Lender, Pledgor agrees to deliver to Lender such further reasonable evidence of such irrevocable proxy to vote the Pledged Interests as Lender may reasonably request.

(b)                The rights of Lender under this Agreement shall not be conditioned or contingent upon the pursuit by Lender of any right or remedy against Pledgor or Borrower or against any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any other security therefor, guarantee thereof or right of offset with respect thereto. Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

(c)                 Upon the Termination Date, Lender’s rights under this Agreement shall terminate and Lender shall execute and deliver to Pledgors UCC-3 termination statements or those documents and agreements reasonably requested by Pledgors to terminate all of Lender’s rights under this Agreement and all other Loan Documents.

(d)                Pledgor also authorizes Lender, at any time and from time to time, to execute, in connection with the sale provided for in Sections 8 or 9 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

(e)                 The powers conferred on Lender hereunder are solely to protect Lender’s interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence or willful misconduct.

(f)                 If Pledgor fails to perform or comply with any of its agreements contained herein which failure continues beyond any applicable grace or cure period, if any, and Lender, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses of Lender incurred in connection with such performance or compliance shall be payable by Pledgor to Lender within ten (10) days after written demand therefor and shall constitute obligations secured hereby.

8.                   Remedies . After the continuance beyond any applicable cure period of an Event of Default, Lender may exercise, in addition to all other rights and remedies granted in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Guaranteed Obligations:

(a)                 all rights and remedies of a secured party under the Code (whether or not said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without limitation, the right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if Lender were the sole and absolute owner thereof (and Pledgor agrees to take all such action as may be appropriate to give effect to such right);

(b)                Lender may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral;

(c)                 Lender in its discretion may, in its name or in the name of Pledgor or otherwise, demand, sue for, collect, direct payment of or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so.

After the occurrence of an Event of Default, without limiting the generality of the foregoing, Lender may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker’s board or office of Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best in its sole discretion, for cash or on credit or for future delivery without assumption of any credit risk. Lender shall have the right, without notice or publication, to adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and any such sale may be made at any time or place to which the same may be adjourned without further notice, except to Pledgor. Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of Pledgor, which right or equity of redemption is hereby waived and released to the extent permitted by law. Lender shall apply any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Lender hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Guaranteed Obligations, in such order as Lender may elect, and only after such application and after the payment by Lender of any other amount required by any provision of law, including, without limitation, Sections 9-610 and 9-615 of the Code, need Lender account for the surplus, if any, to Pledgor. To the extent permitted by applicable law, Pledgor waives all claims, damages and demands it may acquire against Lender arising out of the exercise by Lender of any of its rights hereunder, except to the extent arising from gross negligence, willful misconduct or bad faith of Lender. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given in writing at least ten (10) business days before such sale or other disposition.

(d)                The rights, powers, privileges and remedies of Lender under this Agreement are cumulative and shall be in addition to all rights, powers, privileges and remedies available to Lender at law or in equity. All such rights, powers and remedies shall be cumulative and may be exercised successively or concurrently without impairing the rights of Lender hereunder.

9.                   Private Sales . (a) Pledgor recognizes that Lender may be unable to effect a public sale of any or all of the Pledged Company Interests, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to Lender than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of being a private sale. Lender shall be under no obligation to delay a sale of any of the Pledged Company Interests for the period of time necessary to permit Borrower or Pledgor to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if Borrower or Pledgor would agree to do so.

(b)                Pledgor further shall use its commercially reasonable good faith efforts to do or cause to be done all such other acts as may be reasonably necessary to make any sale or sales of all or any portion of the Pledged Company Interests pursuant to this Section 9 valid and binding and in compliance with any and all other requirements of applicable law. Pledgor further agrees that a breach of any of the covenants contained in this Section 9 will cause irreparable injury to Lender, that Lender has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.

(c)                 Lender shall not incur any liability as a result of the sale of any Collateral, or any part thereof, at any private sale conducted in a commercially reasonable manner, it being agreed that some or all of the Collateral is or may be of one or more types that threaten to decline speedily in value and that are not customarily sold in a recognized market.

(d)                [Reserved]

(e)                 Pledgor agrees that Lender shall not have any general duty or obligation to make any effort to obtain or pay any particular price for any Pledged Company Interests sold by Lender pursuant to this Agreement. Lender, may, in its sole discretion, among other things, accept the first offer received, or decide to approach or not to approach any potential purchasers. Without in any way limiting Lender’s right to conduct a foreclosure sale in any manner which is considered commercially reasonable, Pledgor hereby agrees that any foreclosure sale conducted in accordance with the following provisions shall be considered a commercially reasonable sale and hereby irrevocably waives any right to contest any such sale:

(i)                  Lender conducts the foreclosure sale in the State of Florida,

(ii)                The foreclosure sale is conducted in accordance with the laws of the State of Florida,

(iii)              Not less than ten (10) days in advance of the foreclosure sale, Lender notifies Pledgor in writing at the address set forth herein of the time and place of such foreclosure sale,

(iv)              The foreclosure sale is conducted by an auctioneer licensed in the State of Florida and is conducted in front of a Florida State Court in the City of Miami, County of Miami-Dade, having jurisdiction over the Collateral on any business day between the hours of 9:00 a.m. and 5:00 p.m.,

(v)                The notice of the date, time and location of the foreclosure sale is published in the Miami Herald and the Wall Street Journal (or such other daily newspaper widely circulated in Miami, Florida) for seven (7) consecutive days prior to the date of the foreclosure sale, and

(vi)              Lender sends notification of the foreclosure sale to all secured parties identified as a result of a search of the UCC financings statements in the filing offices located in the State of Delaware conducted not later than twenty (20) days and not earlier than thirty (30) days before such notification date.

10.               Limitation on Duties Regarding Collateral . Lender’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the Code or otherwise, shall be to deal with it in the same manner as Lender deals with similar securities and property for its own account. Neither Lender nor any of its members, directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor or otherwise.

11.               [Reserved]

12.               Attorney-in-Fact . Without limiting any rights or powers granted by this Agreement to Lender, following the occurrence and continuation of an Event of Default after the expiration of any applicable cure period, Lender is hereby appointed, which appointment as attorney-in-fact is irrevocable and coupled with an interest, the attorney-in-fact of Pledgor for the purpose during the occurrence and continuation of an Event of Default of carrying out the provisions of this Agreement and taking any action and executing any instruments which Pledgor fails to do following not less than ten (10) business days written notice by Lender, and which Lender may deem reasonably necessary or advisable to accomplish the purposes hereof including, without limitation:

(a)                 to file any claims or take any action or institute any proceedings that Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Lender, with respect to any of the Collateral; and

(b)                to execute, in connection with the sale provided for in Sections 8 or 9 , any endorsement, assignments, or other instruments of conveyance or transfer with respect to the Collateral.

If so reasonably requested by Lender, Pledgor shall ratify and confirm any such sale or transfer by executing and delivering to Lender at Pledgor’s expense all proper deeds, bills of sale, instruments of assignment, conveyance of transfer and releases as may be designated in any such request. The power-of-attorney granted pursuant to this Section 12 shall terminate upon the Termination Date.

13.               [Reserved]

14.               [Reserved]

15.               Miscellaneous .

(a)                 Severability . Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(b)                Headings . The headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

(c)                 No Waiver; Cumulative Remedies . Lender shall not by any act (except by written instrument pursuant to Section 15(d) hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by Lender of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which Lender would otherwise have on any future occasion. The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights, remedies, powers or privileges provided by law.

(d)                Waivers and Amendments; Successors and Assigns . None of the terms or provisions of this Agreement may be waived, amended, or otherwise modified except by a written instrument executed by all parties to this Agreement. This Agreement shall be binding upon Pledgor and its legal representatives, successors and permitted assigns and shall inure to the benefit of Lender and its successors and assigns; provided no Pledgor shall have any right to assign its rights hereunder except to the extent provided in the Loan Agreement. The rights of Lender under this Agreement shall automatically be transferred to any permitted transferee to which Lender transfers the Note and Loan Agreement.

(e)                 Notices . Notices by Lender to Pledgor or Borrower to be effective shall be in writing, , and shall be deemed to have been duly given if made in accordance with the terms and provisions of Section 11.6 of the Loan Agreement, and shall be addressed to the parties as follows:

(f)                 Governing Law .

(i) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF FLORIDA, AND MADE BY PLEDGOR AND ACCEPTED BY LENDER IN THE STATE OF FLORIDA, AND THE PROCEEDS OF THE NOTE SECURED HEREBY WERE DISBURSED FROM THE STATE OF FLORIDA, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE GUARANTEED OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA . TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF LENDER AND PLEDGOR HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT AND THE NOTE, AND THIS AGREEMENT AND THE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA.

(ii) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR PLEDGOR ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY AT LENDER’S OR PLEDGOR’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF MIAMI, COUNTY OF MIAMI-DADE, AND EACH OF LENDER AND PLEDGOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND EACH OF LENDER AND PLEDGORS HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. PLEDGOR DOES HEREBY DESIGNATE AND APPOINT:

STEVEN WOLBERG, ESQ.

C/O UNIFIED PAYMENTS

3363 NE 163RD STREET, SUITE 705

NORTH MIAMI BEACH, FLORIDA 33160

AS THEIR AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON THEIR BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN MIAMI, FLORIDA, AND AGREE THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO PLEDGOR IN THE MANNER PROVIDED IN SECTION 11.6 OF THE LOAN AGREEMENT SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON PLEDGOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF FLORIDA. PLEDGOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN MIAMI, FLORIDA (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

(g)                Agents . Lender may employ agents and attorneys-in-fact in connection herewith and shall not be responsible for their actions except for the gross negligence or willful misconduct of any such agents or attorneys-in-fact selected by it in good faith.

(h)                [Reserved]

(i)                  Counterparts. This Agreement may be executed in any number of counterparts and all the counterparts taken together shall be deemed to constitute one and the same instrument.

(j)                  WAIVER OF JURY TRIAL, DAMAGES, JURISDICTION . PLEDGOR AND LENDER EACH HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL ON ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR ANY DEALINGS BETWEEN PLEDGOR AND LENDER. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. PLEDGOR AND LENDER EACH ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO LENDER TO ENTER INTO A BUSINESS RELATIONSHIP WITH PLEDGOR. EACH OF LENDER AND PLEDGOR REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH WAIVER IS KNOWINGLY AND VOLUNTARILY GIVEN FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED, EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, REPLACEMENTS, REAFFIRMATIONS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, OR ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

WITH RESPECT TO ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, EACH OF LENDER AND PLEDGOR SHALL AND HEREBY DOES SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF FLORIDA AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF FLORIDA (AND ANY APPELLATE COURTS TAKING APPEALS THEREFROM). PLEDGOR AND LENDER EACH HEREBY WAIVES AND AGREES NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, (A) THAT IT IS NOT SUBJECT TO SUCH JURISDICTION OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN THOSE COURTS OR THAT THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY NOT BE ENFORCED IN OR BY THOSE COURTS OR THAT IT IS EXEMPT OR IMMUNE FROM EXECUTION, (B) THAT THE ACTION, SUIT OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR (C) THAT THE VENUE OF THE ACTION, SUIT OR PROCEEDING IS IMPROPER. IN THE EVENT ANY SUCH ACTION, SUIT, PROCEEDING OR LITIGATION IS COMMENCED, EACH OF LENDER AND PLEDGOR AGREES THAT SERVICE OF PROCESS MAY BE MADE, AND PERSONAL JURISDICTION OVER EACH OF LENDER AND PLEDGOR OBTAINED, BY SERVICE OF A COPY OF THE SUMMONS, COMPLAINT AND OTHER PLEADINGS REQUIRED TO COMMENCE SUCH LITIGATION UPON THE OTHER PARTY AT THE ADDRESS OF THE OTHER PARTY SET FORTH IN THE INTRODUCTORY PARAGRAPH OF THIS AGREEMENT OR AT SUCH ADDRESS AS EACH PARTY SHALL DESIGNATE WITH RESPECT TO ITSELF BY NOTICE GIVEN IN ACCORDANCE WITH SECTION 15(E).

[NO FURTHER TEXT ON THIS PAGE]

IN WITNESS WHEREOF , the parties have caused this Agreement to be executed as of the date set forth above.

[Signature Page - Pledge Agreement]

EXHIBIT A

CERTIFICATE for LIMITED LIABILITY COMPANY INTERESTS IN

unified payments, llc

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES laws OR BLUE SKY LAWS OF ANY STATE. THE HOLDER OF THIS CERTIFICATE, BY ITS ACCEPTANCE HEREOF, REPRESENTS THAT IT IS ACQUIRING THIS SECURITY FOR INVESTMENT AND NOT WITH A VIEW TO ANY SALE OR DISTRIBUTION HEREOF. ANY TRANSFER OF THIS CERTIFICATE OR ANY LIMITED LIABILITY COMPANY INTEREST REPRESENTED HEREBY IS SUBJECT TO THE TERMS, CONDITIONS AND RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT (AS DEFINED BELOW).

UNIFIED PAYMENTS, LLC, a Delaware limited liability company (the “Company”), hereby certifies that [______________________________________] (the “Holder”) is the registered owner of ____% percent of the limited liability company interests in the Company. The rights, powers, preferences, restrictions and limitations of such limited liability company interests in the Company are set forth in, and this Certificate and the limited liability company interests in the Company represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Operating Agreement of the Company dated December 21, 2012, as the same may be further amended or restated from time to time (the “Limited Liability Company Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the limited liability company interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Limited Liability Company Agreement. The Company will furnish a copy of the Limited Liability Company Agreement to the Holder without charge upon written request to the Company at its principal place of business. Transfer of any or all of the limited liability company interests in the Company evidenced by this Certificate is subject to certain restrictions in the Limited Liability Company Agreement and can be effected only after compliance with all of those restrictions and the presentation to the Company of this Certificate, accompanied by an assignment in the form appearing on the reverse side of this Certificate, duly completed and executed by and on behalf of the transferor in such Transfer, and an application for transfer in the form appearing on the reverse side of this Certificate, duly completed and executed by and on behalf of the transferee in such Transfer.

Each limited liability company interest in the Company shall constitute a “security” within the meaning of, and governed by Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the States of Delaware and Florida.

This Certificate and the limited liability company interests evidenced hereby shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be executed as of the date set forth below.

( REVERSE SIDE OF CERTIFICATE)

ASSIGNMENT OF INTEREST

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________________________________ (print or typewrite name of transferee), __________________ (insert Social Security or other taxpayer identification number of transferee), the following specified percentage of limited liability company interests in the Company: ______________ (identify the percentage interest being transferred) effective as of the date specified in the Application for Transfer of Interests below, and irrevocably constitutes and appoints __________________________ and its authorized officers, as attorney-in-fact, to transfer the same on the books and records of the Company, with full power of substitution in the premises.

APPLICATION FOR TRANSFER OF INTERESTS

The undersigned applicant (the “Applicant”) hereby (a) applies for a transfer of the percentage of limited liability company interests in the Company described above (the “Transfer”) and applies to be admitted to the Company as a substitute member of the Company, (b) agrees to comply with and be bound by all of the terms and provisions of the Limited Liability Company Agreement, (c) represents that the Transfer complies with the terms and conditions of the Limited Liability Company Agreement, (d) represents that the Transfer does not violate any applicable laws and regulations, and (e) agrees to execute and acknowledge such instruments (including, without limitation, a counterpart of the Limited Liability Company Agreement), in form and substance satisfactory to the Company, as the Company reasonably deems necessary or desirable to effect the Applicant’s admission to the Company as a substitute member of the Company and to confirm the agreement of the Applicant to be bound by all the terms and provisions of the Limited Liability Company Agreement with respect to the limited liability company interests in the Company described above. Initially capitalized terms used herein and not otherwise defined herein are used as defined in the Limited Liability Company Agreement.

The Applicant directs that the foregoing Transfer and the Applicant’s admission to the Company as a Substitute Member shall be effective as of ______________________________.

Name of Transferee (Print)

________________________________________

The Company has determined (a) that the Transfer described above is permitted by the Limited Liability Company Agreement, (b) hereby agrees to effect such Transfer and the admission of the Applicant as a substitute member of the Company effective as of the date and time directed above, and (c) agrees to record, as promptly as possible, in the books and records of the Company the admission of the Applicant as a substitute member.

EXHIBIT B

FORM OF ASSIGNMENT OF MEMBERSHIP INTEREST

THIS ASSIGNMENT OF MEMBERSHIP INTEREST (this “ Assignment ”) dated as of ___________________, ____, made by OLEG FIRER , an individual having an address at ______________ and Georgia Notes 18 LLC , a Florida limited liability company, having an address at _______________ (together with their successors and assigns, the “ Assignors ”) to ______________________ (the “ Assignee ”).

RECITALS

The Assignors have entered into that certain Pledge Agreement, dated as of March 8, 2013, in favor of Net Element International Inc., a Florida corporation (such Agreement, as it may be amended or otherwise modified from time to time, the “ Pledge Agreement ”). Unless otherwise noted, terms defined in the Pledge Agreement are used herein as defined therein.

The Assignors are the sole shareholders of Unified Payments LLC, a Delaware limited liability company (the “ Company ”) existing under and evidenced by that certain Amended and Restated Limited Liability Company Agreement, dated as of December 21, 2012, as the same may be amended, modified, supplemented, replaced or otherwise modified from time to time in accordance with the terms of the Loan Agreement (such agreement, as it may be amended, supplemented or otherwise modified from time to time, the " Operating Agreement ”). Under the Operating Agreement, the Assignors have certain rights, title and interest in and to the Company and the property and assets of the Company (collectively, the “ Interest ”). The Interest represents one hundred percent (100%) of the ownership interests in the Company.

Lender has required that the Assignors shall have executed and delivered this Assignment.

NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

Section 1.                 Assignment and Acceptance of Assigned Interest . As of the Effective Date (as defined in Section 8 herein), the Assignors hereby sell, transfer, convey and assign (without recourse and, except as set forth herein, representation or warranty) (collectively, the “ Assignment ”) to the Assignee all of the Assignors' right, title and interest in and to the Interest and of their rights under the Operating Agreement, including, without limitation, all of their (a) rights to receive moneys due and to become due under or pursuant to the Operating Agreement, (b) rights to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Operating Agreement, (c) claims for damages arising out of or for breach of or default under the Operating Agreement, and (d) rights to perform thereunder and to compel performance, and otherwise exercise all rights and remedies thereunder. The percentage interest of the Assignors' right, title and interest in the Interest and of the Assignors' rights under the Operating Agreement that are being assigned to the Assignee pursuant to this Agreement are hereinafter referred to as the “ Assigned Interest ”.

Section 2.                 Capital Account . On the Effective Date, the portion of all profits and losses, and all other items of income, gain, loss, deduction or credit, allocable to the Assigned Interest shall be credited or charged, as the case may be, to the Assignee and the Assignee shall be entitled to the portion of all distributions, payments or other allocations payable in respect of the Assigned Interest, regardless of the source of such distributions, payments or other allocations or the date on which they were earned.

Section 3.                 Representations and Warranties of the Assignor . The Assignors represent to Lender, as of the date of this Assignment, and to Lender and the Assignee as of the Effective Date, that:

(a)                 This Assignment has been duly executed and delivered by the Assignors and is a valid and binding obligation of the Assignors, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and general principles of equity; and

(b)                The Assignors are the sole owners of the Assigned Interest free and clear of any liens, except for the liens created by the Pledge Agreement.

Section 4.                 Future Assurances . Each of the Assignors and the Assignee mutually agrees to cooperate at all times from and after the date hereof with respect to any of the matters described herein, and to execute such further deeds, bills of sale, assignments, releases, assumptions, notifications or other documents as may be reasonably requested for the purpose of giving effect to, evidencing or giving notice of the assignment evidenced hereby.

Section 5.                 Successors and Assigns . This Assignment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors and assigns.

Section 6.                 Modification and Waiver . No supplement, modification, waiver or termination of this Assignment or any provisions hereof shall be binding unless executed in writing by all parties hereto and the original of such writing has been delivered to Assignee.

Section 7.                 Counterparts . Any number of counterparts of this Assignment may be executed. Each counterpart will be deemed to be an original instrument and all counterparts taken together will constitute one agreement. Delivery of an executed counterpart of a signature page to this Assignment by telecopier shall be as effective as delivery of a manually executed counterpart of this Assignment.

Section 8.                 Execution; Effective Date . This Assignment will be binding and effective and will result in the assignment of the Assigned Interest on the date first written above (the “ Effective Date ”); provided, however, that the Effective Date shall not occur prior to the occurrence of an Event of Default (as such term is defined in Section 2(c) of the Pledge Agreement).

Section 9.                 Governing Law . This Assignment will be governed by the laws of the State of Florida.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed and delivered.

EXHIBIT C

[FORM OF BORROWER CONSENT AND ACKNOWLEDGMENT]

Unified Payments, LLC, a Delaware limited liability company hereby acknowledges receipt of a copy of the Pledge Agreement and agrees that it is bound thereby.

Dated as of March 8, 2013

EXHIBIT D

[FORM OF IRREVOCABLE PROXY AGREEMENT]

This IRREVOCABLE PROXY AGREEMENT (this “Agreement”) is made as of March 8, 2013, by and among OLEG FIRER and Georgia Notes 18 LLC , a Florida limited liability company (“Pledgors"), UNIFIED PAYMENTS, LLC, a Delaware limited liability company (the “Company”), and NET ELEMENT INTERNATIONAL INC. (“Pledgee”).

Pledgors are the beneficial and record holder of 100% of the membership interests in Company (the “Pledged Interests”); and

Pledgors desire to grant to Pledgee the proxy granted pursuant hereto; and

Pledgors and Pledgee intend that the proxy granted pursuant hereto to be irrevocable until that certain __________________________________________ ($_______________) loan made by Pledgee to Company, evidenced by a Promissory Note of even date hereof made by Company to the order of Pledgee is irrevocably satisfied and that the powers and proxies granted pursuant to this Agreement are given to secure the obligations of Pledgors under that certain Pledge Agreement, dated as of the date hereof, between Pledgors and Pledgee (the “Pledge Agreement”);

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

1. Irrevocable Proxy . Pledgors hereby grant to Pledgee an irrevocable proxy to vote the pledged interests and other equity interests pledged by Pledgors and to exercise all other rights, powers, privileges and remedies to which a holder of the pledged interests or other equity interests would be entitled (including without limitation giving or withholding written consents of shareholders, members or partners, as applicable, calling special meetings of shareholders, members or partners, as applicable, and voting at such meetings), which proxy is coupled with an interest and shall be effective, automatically and without the necessity of any action (including any transfer of any pledged interests on the record books of the issuer thereof) by any other person (including the issuer of the pledged interests or any officer or agent thereof), upon the occurrence of an Event of Default (as defined in the Pledge Agreement) and which proxy shall only terminate upon either (i) the payment in full of the Debt (as defined in the Pledge Agreement) other than the surviving obligations (which, however, shall remain subject to the preferential payment provisions) or (ii) the cure of such Event of Default.

THE PROXIES AND POWERS GRANTED BY PLEDGORS PURSUANT TO THIS AGREEMENT ARE COUPLED WITH AN INTEREST AND ARE GIVEN TO SECURE THE PERFORMANCE OF THE PLEDGORS' OBLIGATIONS UNDER THE PLEDGE AGREEMENT AND UNDER THIS AGREEMENT.

2. Agreements of Company . Company shall give copies of any notices or other communications relating to the Pledged Interests (as defined in the Pledge Agreement) that it sends to Pledgors or to any other members to Pledgee at the same time as such notices or other communications are sent to Pledgors or any such other member of Company. Company acknowledges the powers and proxies granted herein and agrees that Pledgee shall have the sole right following the occurrence of an Event of Default (as defined in the Pledge Agreement) to vote the Pledgor’s Interests with respect to any matter.

3. Termination . This Agreement shall terminate at such time as the Loan has been paid in full. The Company agrees that, during the term of this Agreement, it will not remove, and will not permit to be removed (upon registration of transfer, reissuance or otherwise), the legend from any such certificate and will place or cause to be placed the legend on any new certificate issued to represent the membership interest theretofore represented by a certificate carrying a legend.

4. Miscellaneous

(a) Notices . All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, delivered by hand or by messenger or by a nationally recognized overnight courier, addressed:

(b) Governing Law . This Agreement and all acts and transactions pursuant hereto shall be governed, construed and interpreted in accordance with the laws of the State of Florida as they apply to contracts entered into and wholly to be performed within such state by residents thereof

(c) Amendment . Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by each of the parties to this Agreement.

(d) Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

(e) Jurisdiction; Venue . With respect to any disputes arising out of or related to this Agreement, the parties consent to the exclusive jurisdiction of, and venue in, the state or federal courts located within the State of Florida.