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Revenue Participation Agreement November 20, 2003

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REVENUE PARTICIPATION AGREEMENT


This Revenue Participation Agreement (this "Agreement") is executed as of the 20th day of November, 2003, by Drew Scientific, Inc. ("Company"), a Texas corporation, for the benefit of Texas Mezzanine Fund Inc. ("Institution").


RECITALS


A. Company and Institution have entered into and executed that certain Loan Agreement of even date herewith (the "Loan Agreement") pursuant to which Institution has agreed to make a loan to Company in the stated principal amount of $558,000.00(the "Loan"), upon the terms and conditions set forth in the Loan Agreement.


B. As part of the consideration for making the Loan, Company has agreed that Institution may participate in certain revenues generated by Company's business operations.


AGREEMENTS


NOW, THEREFORE, for and in consideration of the Loan and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Institution hereby agree as follows:


1. Participation Interest. Company hereby grants and assigns to Institution one percent (1.0%) of Company's annual revenues in excess of $11,500,000.00 (the "Participation Interest"), commencing with annual revenues for Company's fiscal year commencing April 1, 2004.


2. Payment of Participation Interest. During the term of this Agreement, Company shall pay Institution the Participation Interest within one hundred fifty (150) days after the end of each fiscal year (commencing with Borrower's fiscal year ending March 31, 2005).


3. Financial Information regarding Revenues. The term "annual revenues" shall mean the revenues of the Company as reflected on the year-end audited financial statements of the Company. Such financial statements shall be in reasonable detail and prepared in accordance with generally accepted accounting principles, consistently applied, and certified by the general partner of the Company. Upon written request of Institution, Company shall provide to Institution financial statements, balance sheets and such other information as Institution deems necessary to periodically evaluate the financial condition of Company. The Company represents, and Institution acknowledges, that Company's achieving annual revenues in excess of $11,500,000.00 is highly uncertain and speculative. Company specifically disclaims that it has represented to Institution, or provided financial or other information to Institution that reflects the Company will generate revenues in excess of $11,500,000.00 for the year in which the Loan is made. Further, Company represents that it has not, and does not, guarantee to Institution that Company shall ever achieve $11,500,000.00 in annual revenues. Accordingly, Company and Institution acknowledge and agree that there is a substantial risk that Institution may never receive the Participation Interest in that Company's achieving annual revenues in excess of $11,500,000.00 is highly uncertain and speculative.


4. INTEREST. IT IS THE INTENT, UNDERSTANDING AND AGREEMENT OF COMPANY AND INSTITUTION THAT THE PARTICIPATION INTEREST DOES NOT CONSTITUTE, NOR SHALL IT BE CONSTRUED AS CONSTITUTING, INTEREST. TO THE GREATEST EXTENT PERMITTED BY LAW, COMPANY HEREBY WAIVES ANY AND ALL PRESENT AND FUTURE RIGHTS TO ASSERT


REVENUE PARTICIPATION AGREEMENT - Page 1


ANY CLAIM, ACTION OR CAUSE OF ACTION RELATING TO USURY, WHETHER AT LAW, BY STATUTE OR IN EQUITY, UNDER STATE OR FEDERAL JURISDICTION, ARISING OUT OF, CONNECTED WITH OR RELATING TO THE PARTICIPATION INTEREST. FURTHER, AND TO THE GREATEST EXTENT PERMITTED BY LAW, COMPANY HEREBY FULLY AND COMPLETELY RELEASES AND DISCHARGES INSTITUTION OF AND FROM ANY AND ALL CLAIMS, LIABILITIES, DEMANDS, DAMAGES, DEBTS, ACTIONS AND CAUSES OF ACTION RELATING TO USURY, WHETHER AT LAW, BY STATUTE OR IN EQUITY, UNDER STATE OR FEDERAL JURISDICTION, WHICH COMPANY HAS OR MAY IN THE FUTURE CLAIM TO HAVE AGAINST INSTITUTION, ARISING OUT OF, CONNECTED WITH OR RELATING TO THE PARTICIPATION INTEREST.


5. Representations and Warranties of Company. Company hereby represents and warrants to Institution as follows:


a. Company has the full right, power and authority to execute and
deliver this Agreement and to carry out the obligations set forth
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