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Cross-collateral And Cross-default Agreement

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General Electric Capital Corporation 1000 Windward Concourse; Ste. 403 Alpharetta GA 30005 (770) 999-4900


You (and/or your successors or assigns, "you") have entered into that certain Master Security Agreement dated as of March 17, 1999 (the "Master Agreement"), whereby you have made, or will make direct loans or otherwise extend credit to us in the aggregate principal amount of up to TEN-MILLION DOLLARS ($10,000,000.00), evidenced by now existing or hereafter acquired Promissory Notes (each a "Note" and collectively "Notes"). Each Note is secured by specific Collateral arising from the bona fide sale to us, by various vendors, of equipment (collectively, the "Collateral"). The specific Collateral associated with each Note is listed on a collateral schedule ("Collateral Schedule") that references the related Note and is incorporated by reference into the Master Agreement (each Note together with the related Collateral Schedule an "Account" and collectively the "Accounts").

You (or your successors or assigns) have or will enter into that certain Aircraft Security Agreement dated as of April 29, 1999 and related Promissory Note (the "Aircraft Note") in the aggregate principal amount OF FIVE-MILLION FOUR-HUNDRED THOUSAND DOLLARS ($5,400,000.00) (the "Aircraft Loan"), granting you a security interest in a 1983 Cessna Citation III; serial number 650-0001; FAA Registration number N651CC; with two Garrett model TFE-731-3C-100S engines, serial numbers P-87180-4897-TT and P-87182-4897-TT used by us to purchase; together with all instruments, avionics, equipment and accessories attached and/or connected thereto, plus all logs, manuals issued for, or reflecting use or maintenance thereon (herein, the "Aircraft").




In order to induce you to extend our time of payment on one or more of the Accounts and/or the Aircraft Loan, and to make additional loans to us under the Master Agreement, and in consideration of you so doing, and for other good and valuable consideration, the receipt of which we hereby acknowledge, we agree as follows:

All Collateral presently existing and hereafter acquired by us and financed by you under the Master Agreement in which you have or shall have a security interest,
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