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Business Loan Agreement

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BUSINESS LOAN AGREEMENT


THIS BUSINESS LOAN AGREEMENT (this "Agreement") is entered into as of the date set forth below between UNION BANK OF CALIFORNIA, N.A., a national banking association ("Bank") and EVER-TEK COMPUTER CORPORATION ("Borrower") with respect to each and every extension of credit (whether one or more, collectively referred to as the "Loan") from Bank to Borrower. In consideration of the Loan, Bank and Borrower agree to the following terms and conditions:


1. THE LOAN.


1.1 THE NOTE. The Loan is evidenced by one or more promissory notes or
other evidences of indebtedness, including each amendment, extension,
renewal or replacement thereof, which are incorporated herein by this
reference (whether one or more, collectively referred to as the "Note").


1.2 REVOLVING LOAN CLEAN-UP PERIOD. For any portion of the Loan which is
a revolving loan, at least ten (10) consecutive days during each three
(3) month period the principal amount outstanding under such revolving
loan must be zero (0).


1.3 COLLATERAL. The payment and performance of all obligations of
Borrower under the Loan Documents is and shall be during the term of the
Loan secured by a perfected security interest in such real or personal
property collateral as is required by Bank and each security interest
shall rank in first priority unless otherwise specified in writing by
Bank.


1.4 GUARANTY. The payment and performance of all obligations of Borrower
under the Loan Documents are and shall be during the term of the Loan
guaranteed by: Frank Segler and Segler Family Trust.


2. CONDITIONS TO AVAILABILITY OF THE LOAN. Before Bank is obligated to disburse all or any portion of the Loan, Bank must have received (a) the Note and every other document required by Bank in connection with the Loan, each of which must be in form and substance satisfactory to Bank (together with this Agreement, referred to as the "Loan Documents"), (b) confirmation of the perfection of its security interest in any collateral for the Loan, and (c) payment of any fee required in connection with the Loan.


3. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants (and each request for a disbursement of the proceeds of the Loan shall be deemed a representation and warranty made on the date of such request) that:


3.1 Borrower is an individual or Borrower is duly organized and existing
under the laws of the state of its organization and is duly qualified to
conduct business in each jurisdiction in which its business is
conducted;


3.2 The execution, delivery and performance of the Loan Documents
executed by Borrower are within Borrower's power, have been duly
authorized, are legal, valid and binding obligations of Borrower, and
are not in conflict with the terms of any charter, bylaw, or other
organization papers of Borrower or with any law, indenture, agreement or
undertaking to which Borrower is a party or by which Borrower is bound
or affected;


3.3 All financial statements and other financial information submitted
by Borrower to Bank are true and correct in all material respects, and
there has been no material adverse change in Borrower's financial
condition since the date of the latest of such financial statements;


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3.4 Borrower is properly licensed and in good standing in each state in
which Borrower is doing business, and Borrower has complied with all
laws and regulations affecting Borrower, including without limitation,
each applicable fictitious business name statute;


3.5 There is no event which is, or with notice or lapse of time or both
would be, an Event of Default (as defined in Article 5);


3.6 Borrower is not engaged in the business of extending credit for the
purpose of, and no part of the Loan will be used, directly or
indirectly, for purchasing or carrying margin stock within the meaning
of Federal Reserve Board Regulation U; and


3.7 Borrower is not aware of any fact, occurrence or circumstance which
Borrower has not disclosed to Bank in writing which has, or could
reasonably be expected to have, a material adverse effect on Borrower's
ability to repay the Loan or perform its obligations under the Loan
Documents.


4. COVENANTS. Borrower agrees, so long as the Loan or any commitment to make any advance under the Loan is outstanding and until full and final payment of all sums outstanding under any Loan Document, that Borrower will:


4.1 Maintain:


(a) A quick ratio of not less than 1.00:1.00 (As used herein
"quick ratio" means cash plus accounts receivable minus
receivable from Computer Geeks Discount Outlet, Inc. divided by
current liabilities);


(b) Tangible Net Worth of not less than Three Million Dollars
($3,000,000). (As used herein "Tangible Net Worth" means net
worth increased by indebtedness of Borrower subordinated to Bank
and decreased by patents, licenses, trademarks, trade names,
goodwill and other similar intangible assets, organizational
expenses, and monies due from affiliates including officers,
shareholders and directors);


(c) A ratio of total liabilities to Tangible Net Worth of not
greater than 1.00:1.00.;


(d) Eighty percent (80%) of net profit after all tax payments, to
be measured as of the end of each fiscal year end of Borrower,
for the twelve (12) month period immediately preceding the date
of measurement;


(e) Accounts Receivable from Computer Geeks Discount Outlet, Inc.
not to exceed Six Hundred Fifty Thousand Dollars ($650,000).


All accounting terms used in this Agreement shall have the definitions given them by generally accepted accounting principles, unless otherwise defined herein.


4.2 Give written notice to Bank within fifteen (15) days of the
following:


(a) Any litigation or arbitration proceeding affecting Borrower
where the amount in controversy is One Hundred Thousand
($100,000) or more;


(b) Any material dispute which may exist between Borrower and any
government regulatory body or law enforcement body;


(c) Any Event of Default or any event which, upon notice, or
lapse of time, or both, would become an Event of Default;


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(d) Any other matter which has resulted or is likely to result in
a material adverse change in Borrower's financial condition or
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