Exhibit 10.21

AMENDED AND RESTATED
REFINANCING AGREEMENT

This Amended and Restated Refinancing Agreement (the “Agreement”) is made as of this 20^th day of May, 2005 by STRATEGIC TECHNOLOGIES, INC., a North Carolina corporation (“‘Strategic”) and MRA SYSTEMS, INC., d/b/a ACCESS DISTRIBUTION, a Delaware corporation (“Access”).

Recitals

A.                       Strategic and Access are parties to a Refinancing Agreement, dated as of July 31, 2002 (the “Existing Refinancing Agreement”), pursuant to which, among other things, Strategic is indebted to Access as evidenced by the following notes: (i) Amended and Restated Promissory Note, dated July 31, 2002, in the original principal amount of $15,164,283.88 (referred to herein as the “Access Note”), (ii) Amended and Restated Promissory Note, dated July 31, 2002, in the original principal amount of $7,278,603.31 (referred to herein as the “CIT Note”).

B.                       As described in the Existing Refinancing Agreement, Strategic also is indebted to Access pursuant to trade debt due to periodic purchases of goods and services.

C.                       Strategic also is indebted to Access as evidenced by a promissory note, dated November 3, 2003, in the original principal amount of $4,931,000 (the “November 2003 Note”; together with the Access Note and the CIT Note, the “Existing Notes”).

D.                       On March 24, 2004, Strategic and Access entered into a Forbearance Agreement (the “Forbearance Agreement”), pursuant to the terms and conditions of which, Access agreed to forbear from exercising its rights and remedies as a result of defaults under the Existing Refinancing Agreement, the Existing Notes and related documents and to continue to make available to Strategic purchases of goods and services in Access’s sole discretion.

E.                        Strategic and Access have agreed to restructure, amend and restate the terms of the Existing Refinancing Agreement and the Existing Notes, terminate the Forbearance Agreement, and confirm the agreements relating to the ongoing relationship between the parties.

NOW, THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party, the parties agree as follows:

1.                         Definitions. Capitalized terms not otherwise defined in this Agreement shall have the following meanings ascribed thereto.

“Access Customer Terms and Conditions” shall mean the GE Access Customer Terms and Conditions, dated the date of this Agreement, between Access and Strategic, as the same may from time to time be amended, modified, supplemented or restated.

“Access Note” shall have the meaning given to such term in the Recitals to this Agreement.

or similar liens imposed by law for amounts not yet due and payable or (vi) that are Purchase Money Liens.

“Permitted Miglietta Redemption” shall mean the redemption of all of the Capital Stock of Strategic owned by Irvin Miglietta provided the following conditions are met: (a) no Default shall then exist and be continuing, (b) the purchase price for such redemption shall not exceed $1,000,000, (c) Strategic shall pay such purchase price by executing a note not to exceed $1,000,000 to Irvin Miglietta, the payment of which shall be secured only by the Capital Stock of Strategic redeemed from Irvin Miglietta and no other assets of Strategic and (d) Irvin Miglietta and Strategic shall execute and deliver to Access a subordination agreement acceptable to Access providing for, among other things, the payment by Strategic to Irvin Miglietta in the first year after such redemption of four quarterly payments of $37,500 each and no other payments until the Notes are paid in full.

“Person” shall mean any individual, sole proprietorship, partnership, limited liability partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, institution, public benefit corporation, entity or government (whether Federal, state, county, city, municipal or otherwise, including any instrumentality, division, agency, body or department thereof), and shall include such Person’s successors and assigns.

“Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the IRC or Section 302 of ERISA, and in respect of which Strategic or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Projections” shall mean as of any date the balance sheet, statements of income and cash flow for Strategic (including forecasted Capital Expenditures) (i) by month for the next fiscal year of Strategic, and (ii) by year for the following five (5) fiscal years of Strategic, in each case prepared in a manner consistent with GAAP and accompanied by senior management’s discussion and analysis of such plan. The Projections shall include Strategic’s good faith estimate of the number of stock options and warrants Strategic plans to issue in the next fiscal year of Strategic, the categories of Persons to which Strategic plans to issue such stock options and warrants (e.g., directors, new hires, incentives to existing employees, etc.) and the number of such stock options and warrants that Strategic plans to issue to each such category of Persons.

“Purchase Money Indebtedness” shall mean and includes (i) all liabilities, obligations and indebtedness (other than the Indebtedness) for the payment of all or any part of the purchase price of any fixed assets, (ii) any liabilities, obligations and indebtedness (other than the Indebtedness) incurred at the time of or within 20 days prior to or after the acquisition of any fixed assets for the purpose of financing all or any part of the purchase price thereof, and (iii) any renewals, extensions or refinancings thereof, but not any increases in the principal amounts thereof outstanding at the time.

Purchase Money Lien - a lien upon fixed assets which secures Purchase Money Indebtedness, but only if such lien shall at all times be confined solely to the fixed assets the purchase price of which was financed through the incurrence of the Purchase Money Indebtedness secured by such lien.

7

“Requirement of Law” shall mean as to any Person, the Certificate or Articles of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Sun” shall mean Sun Microsystems, Inc.

“Sun Intercreditor Agreement” shall mean the Intercreditor Agreement, dated July 14, 2003, between Access and Sun and approved by Strategic, as the same may be amended, modified, supplemented or restated from time to time.

“Trade Debt” shall mean Indebtedness for goods sold and services rendered by Access to Strategic, as well as Indebtedness for goods sold and services rendered by third parties to Strategic for which Access invoices and collects from Strategic.

“Trademark License” shall mean rights under any written agreement now owned or hereafter acquired by any Person granting any right to use any Trademark or Trademark registration.

“Trademarks” shall mean all of the following now owned or hereafter acquired by any Person: (i) all trademarks, trade names, corporate names, business names, trade styles, service marks, logos, other source or business identifiers, prints and labels on which any of the foregoing have appeared or appear, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, including all registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State or Territory thereof, or any other country or any political subdivision thereof, and (ii) all reissues, extensions or renewals thereof.

“Wachovia” shall have the meaning given to such term in Section 7 of this Agreement.

2.                         Existing Indebtedness. Strategic agrees, confirms and reaffirms that as of the date of this Agreement, it is indebted to Access in the total approximate amount of $31,072,349.79, as follows:

a.                         Consolidated Amended and Restated Note. Strategic owes Access $10,387,648.54 which shall be evidenced by a promissory note from Strategic payable to the order of Access in the original principal amount of 10,387,648.54 and dated the date of this Agreement, in the form and in the principal amount as set forth on the attached Exhibit A (the “Consolidated Amended and Restated Note”). Such principal amount is comprised of the outstanding principal and interest amounts owing under the Access Note and the CIT Note.

b.                         Amended and Restated November 2003 Note. Strategic owes $4,931,000 in principal to Access under the November 2003 Note, which shall be amended and restated in the form and in the principal amount as set forth on the attached Exhibit B (the “Amended and Restated November 2003 Note” together with the Consolidated Amended and Restated Note, the “Notes”).

c.                          Trade Debt. Strategic owes to Access $15,753,701.25 outstanding in Trade Debt as of May 16, 2005, a statement of which is attached hereto as Exhibit C. Such amount includes discrepancies

8

in the aggregate amount of $648,685.38 which Strategic and Access agree to resolve in good faith as soon as possible. An aging of the Trade Debt from invoice date is as follows:

Any and all indebtedness of Strategic to Access which is outstanding from time to time, including all present and future indebtedness, obligations, and liabilities and all renewals and extensions thereof, or any part thereof, whether or not set forth in this Section, and all interest accruing thereon and out of pocket costs, expenses and reasonable attorney’s fees incurred in the enforcement or collection thereof, regardless of whether such indebtedness, obligations, and liabilities are direct, indirect, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, including, but not limited to, the indebtedness, obligations, and liabilities evidenced, secured, or arising pursuant to this Agreement or any other agreement entered into with Access from time to time (such agreements, including any future amendments, modifications, restatements, renewals or extensions thereof, are referred to herein as the “Loan Papers”), and all renewals and extensions thereof, or any part thereof, and all present and future amendments thereto, is referred to herein as the “Indebtedness.”

3.                         Collateral. Strategic acknowledges that all of the above referenced Indebtedness is due and owing without defense, offset or counterclaim, and is secured by a blanket lien on all assets of Strategic, as such collateral is described in (a) the Amended and Restated Security Agreement dated July 31, 2002 between Strategic and Access, as amended (b) the Financing Agreement dated as of October 17, 2001 between The CIT Group/Business Credit, Inc. (“CIT”) and Strategic, which interest of CIT was assigned to Access on April 12, 2002 (the “CIT Financing Agreement”), and (c) the North Carolina Deed of Trust dated June 3, 2003 by Strategic for the benefit of Access, as amended (such collateral is collectively referred to herein as the “Collateral”). Payment of the Indebtedness is also secured by the guarantees of each Guarantor pursuant to the terms of personal guarantee agreements dated on or about April 9, 2002.

4.                         Purchases of Additional Goods or Services. Strategic may submit purchase orders for purchase of goods or services from time to time, under the terms of the Access Customer Terms and Conditions. Strategic understands that Access reserves the right to modify Strategic’s active account status or trade credit limit in accordance with the terms of the Access Customer Terms and Conditions.

5.                         Interest.

a.                         Interest - Consolidated Amended and Restated Note. Strategic shall pay interest on the Indebtedness evidenced by the Consolidated Amended and Restated Note at a floating rate equal to LIBOR plus 4.5% per annum.

b.                         Interest - Amended and Restated November 2003 Note. Strategic shall pay interest on the Indebtedness evidenced by the Amended and Restated November 2003 Note at a fixed rate of 12% per annum.

c.                          Interest - Past Due Trade Debt. Strategic shall pay interest on all Past Due Trade Debt at a fixed rate of 12% per annum; provided, however, Strategic shall not be required to pay interest on Trade Debt evidenced by invoices with line items identified to be a valid dispute agreed upon by Strategic and Access. Strategic agrees to resolve with Access, in good faith and in a manner consistent

9

with past practices between Strategic and Access, disputes regarding interest accrual on Trade Debt in connection with invoices generated by Access prior to the delivery of products or service contracts to Strategic (or Strategic’s customers, as is the appropriate case).

d.                         Interest - Default Rate. During the continuance of a Default, at the option of Access and to the extent not otherwise prohibited by the terms of the Sun Intercreditor Agreement, interest shall accrue on the Indebtedness at a rate per annum equal to 2% above the interest rate otherwise applicable thereto.

e.                          Computation of Interest. All interest provided for in this Agreement shall accrue from the date of this Agreement, shall be calculated daily and shall be computed on the actual number of days elapsed over a year of 360 days.

6.                         Payment.

a.                         Required Monthly Payment. Commencing June 1, 2005 and continuing on the first day of each calendar month thereafter, Strategic shall pay to Access the amounts set forth in the following table for the month corresponding thereto, with a final payment in full on May 1, 2010 of all unpaid principal and interest on the Notes:

b.                         Application of Required Monthly Payment. The amount paid by Strategic to Access in accordance with Section 6.a. of this Agreement shall be applied to the Indebtedness as follows: first, to the payment of accrued interest; second, to the payment of the principal amount of the Note that is accruing interest at the lower rate on the date such payment is made; and third, to the payment of the principal amount of the Note that is accruing interest at the higher rate on the date such payment is made. Notwithstanding anything appearing in this Agreement to the contrary, the Past Due Trade Debt will not be required to be paid prior to January 1, 2006 unless a Default shall occur and be continuing.

c.                          Prepayment of Principal of Notes. In the event Strategic pays the entire principal amount of the Notes prior to the stated maturity thereof, Strategic shall simultaneously pay the Past Due Trade Debt owing at such time.

d.                         Excess Cash Flow Recapture. Commencing on the date Access receives Strategic’s financial statements for the month of June, 2005, and continuing on each date that Access receives Strategic’s monthly financial statements for each sixth month thereafter, Strategic shall pay to Access an amount equal to 100% of Excess Cash Flow for the six month period ending on the last day of such

10

month, which amount shall be applied to the Indebtedness in such order as Access shall elect in its discretion.

e.                          Credits. All credits which are due to Strategic which are issued pursuant to purchases or other items or which are evidenced by invoices shall be applied to the Indebtedness evidenced by the invoice to which such credit relates or if such invoice has previously been paid, to Indebtedness by order of earliest invoice date.

f.                           Net Proceeds. Strategic shall pay all of the Net Proceeds to Access for application to the outstanding Indebtedness in such order and manner as Access shall determine in its discretion, except that if Strategic sells its real property located at 301 Gregson Street, Cary, North Carolina for an amount in excess of the fair market value of such property as determined by the appraisal required to be obtained by Section 8.m.(i) of this Agreement, then Strategic can pay up to $150,000 of such excess in the aggregate to Michael G. Shook and William M. Shook to reduce Strategic’s Indebtedness for Money Borrowed owing to Michael G. Shook and William M. Shook described on Schedule 11.a. attached. If Strategic makes such a payment or payments, Strategic shall promptly notify Access to whom such payment or payments was made and in what amount or amounts and shall confirm to Access the remaining balance of the Indebtedness for Money Borrowed owing to Michael G. Shook and William M. Shook.

7.                         Cash Dominion; Deposit Accounts.

a.                         Lockbox Account. Strategic has caused to be established and shall maintain with Wachovia Bank, National Association (“Wachovia”) the blocked account described on the attached Exhibit D (the “Lockbox Account”) in connection with the lockbox described on the attached Exhibit D (the “Lockbox”). Strategic has instructed and shall continue to instruct all of its customers to remit to the Lockbox all checks and other items in payment of accounts owing by them to Strategic and to remit to the Lockbox Account any ACH, wire transfer or other electronic payment of such accounts. In addition, Strategic shall promptly cause to be deposited into the Lockbox Account: (i) all proceeds of any and all of the Collateral received by Strategic, including all amounts payable to Strategic from credit card issuers and credit card processors; and (ii) all amounts on deposit in deposit accounts used by Strategic at each of its locations. Strategic hereby ratifies and reaffirms its agreements contained in that certain Account Control Agreement (No Notification) dated January 1, 2003 among Wachovia, Strategic and Access.

b.                         Transfers from the Lockbox Account. Access shall cause collected funds in the Lockbox Account to be disbursed to Strategic only in accordance with the procedures described in this paragraph. All requests by Strategic for disbursements of collected funds to Strategic from the Lockbox Account shall be made by Strategic to Access in writing, and Access shall either notify Strategic that such disbursement request is being rejected or shall authorize disbursement of such amounts as requested by Strategic. Notwithstanding the foregoing, Access shall authorize disbursement requests made by Strategic for the payment of accrued income and sales taxes, accrued withholding taxes, accrued payroll (including accrued commissions and accrued amounts payable under Strategic’s variable compensation plans), accrued employee benefits and insurance premiums (the “Obligatory Payments”); provided, however, Access shall have the right during the continuance of a Default to refuse to authorize disbursement requests to pay Obligatory Payments but only after notifying Strategic during a month in which Obligatory Payments are accruing that Access will no longer authorize disbursements to pay Obligatory Payments accruing after such month. Such authorization for disbursement shall be made or rejected by Access within 48 hours of a written request by Strategic to Access, provided, that if such 48 hour period would end on a non-Business Day, then such period shall be extended until such same time

11

on the next Business Day. In the event that Access fails to approve or reject any such request within such 48 hour period, the request shall be deemed rejected. If a Default shall not have occurred and be continuing, collected funds in the Lockbox Account that are not disbursed to Strategic shall be retained in the Lockbox Account pending a written request for disbursement from Strategic. If a Default shall have occurred and be continuing, Collected funds in the Lockbox Account that are not disbursed to Strategic may be applied by Access as payments of the Indebtedness described in Section 5 of this Agreement, which payments may be applied in such order as Access shall elect in its discretion. For the avoidance of doubt, it is understood and agreed that amounts that may be applied by Access in accordance with the immediately preceding sentence shall not include Obligatory Payments accruing in or prior to a month in which Access has notified Strategic that Access will no longer authorize disbursements to pay Obligatory Payments. Strategic shall instruct Wachovia to provide Access with access to any on-line banking or electronic services with which to facilitate the transfers from the Lockbox Account described in this paragraph. Except as otherwise specifically set forth in this Section 7.b with respect to disbursements to pay Obligatory Payments, all decisions by Access to disburse collected funds to Strategic from the Lockbox Account shall be made by Access in its sole and absolute discretion, and no such disbursement or disbursements shall establish a custom or course of dealing between Access and Strategic.

c.                          Current Bank Accounts. Strategic represents and warrants that all its bank accounts are currently with Wachovia and that a complete listing of the Wachovia bank accounts and their respective account numbers set forth on the attached Exhibit D. Strategic hereby ratifies and reaffirms its agreements contained in that certain Account Control Agreement (With Future Notification) dated January 1, 2003 among Wachovia, Strategic and Access.

8.                         Representations, Warranties and Affirmative Covenants. To induce Access to enter into this Agreement, Strategic represents and warrants to Access (each of which representations and warranties shall survive the execution and delivery of this Agreement), and promises to and agrees with Access for so long as any of the Indebtedness shall remain outstanding, as follows:

a.                         Corporate Existence; Compliance with Law. Strategic: (a) is, as of the date of this Agreement, and will continue to be (i) a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) duly qualified to do business and in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect, and (iii) in compliance with all Requirements of Law and Contractual Obligations, except to the extent failure to comply therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (b) has and will continue to have (i) the requisite corporate power and authority and the legal right to execute, deliver and perform its obligations under the Loan Papers, and to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease, and to conduct its business as now, heretofore or proposed to be conducted, and (ii) all licenses, permits, franchises, rights, powers, consents or approvals from or by all Persons or Governmental Authorities having jurisdiction over Strategic that are necessary for the conduct of its business.

b.                         Corporate Power; Authorization; Enforceable Obligations. The execution, delivery and performance by Strategic of the Loan Papers to which it is a party: (a) are and will continue to be within Strategic’s power and authority; (b) have been and will continue to be duly authorized by all necessary or proper action; (c) are not and will not be in violation of any Requirement of Law or Contractual Obligation of Strategic; and (d) do not and will not require the consent or approval of any Governmental

12

Authority or any other Person. As of the date of this Agreement, each of the Loan Papers shall have been duly executed and delivered on behalf of Strategic, and each of the Loan Papers upon such execution and delivery shall be and will continue to be a legal, valid and binding obligation of Strategic, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency and other similar laws affecting creditors’ rights generally.

c.                          Intellectual Property. As of the date of this Agreement, all material Intellectual Property owned or used by Strategic is listed, together with application or registration numbers, where applicable, in Schedule 8.c. Strategic owns, or is licensed to use, all Intellectual Property necessary to conduct its business as currently conducted except for such Intellectual Property the failure of which to own or license could not reasonably be expected to have a Material Adverse Effect. Strategic will maintain the patenting and registration of all patented and registered Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office, or other appropriate Governmental Authority and will promptly patent or register, as the case may be, all new Intellectual Property which Strategic determines should be patented and registered to protect its interests therein and notify Access in writing within five (5) Business Days after the filing any such new patent or registration.

d.                         Full Disclosure. No information contained in any Loan Papers or Financial Statements delivered to Access or any written statement furnished by or on behalf of Strategic to Access under any of the Loan Papers, or to induce Access to execute this Agreement, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.

e.                          Insurance. As of the date of the Agreement, Schedule 8.e. lists all insurance of any nature maintained for current occurrences or claims by Strategic, as well as a summary of the terms of such insurance. Strategic shall deliver to Access certified copies and endorsements to all of its (a) “All Risk” and business interruption insurance policies naming Access loss payee, and (b) general liability and other liability policies naming Access as an additional insured. All policies of insurance on real and personal property will contain an endorsement, in form and substance acceptable to Access, showing loss payable to Access (Form 438 BFU or equivalent) and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to Access, will provide that the insurance companies will give Access at least 30 days prior written notice before any such policy or policies of insurance shall be altered or canceled and that no act or default of Strategic or any other Person shall affect the right of Access to recover under such policy or policies of insurance in case of loss or damage. Strategic shall direct all present and future insurers under its “All Risk” policies of insurance to pay all proceeds payable thereunder directly to Access. If any insurance proceeds are paid by check, draft or other instrument payable to Strategic and Access jointly, Access may endorse Strategic’s name thereon and do such other things as Access may deem advisable to reduce the same to cash. Access reserves the right at any time, upon review of Strategic’s risk profile, to require additional forms and limits of insurance as determined by Access in its reasonable commercial judgment. Strategic shall, from time to time at the request of Access, deliver to Access a report by a reputable insurance broker, satisfactory to Access, with respect to Strategic’s insurance policies. Access shall be entitled to cause copies of Strategic’s insurance policies and binders to be inspected from time to time by an insurance expert acceptable to Access at Strategic’s cost.

f.                           Taxes. Except as disclosed on Schedule 8.f., all tax returns, reports and statements required by any Governmental Authority to be filed by Strategic have, as of the date of this Agreement, been filed and will be filed with the appropriate Governmental Authority and no tax lien has been filed against Strategic or any of Strategic’s property. Proper and accurate amounts have been and will be

13

withheld by Strategic from its employees for all periods in compliance in all material respects with all Requirements of Law and such withholding have and will be timely paid to the appropriate Governmental Authorities. Schedule 8.f. sets forth as of the date of this Agreement those taxable years for which Strategic’s tax returns are currently being audited by the IRS or any other applicable Governmental Authority and any assessments or threatened assessments in connection with such audit, or otherwise currently outstanding.

g.                          Litigation. No litigation is pending or, to the knowledge of Strategic, threatened by or against Strategic or against any of Strategic’s properties or revenues (a) with respect to any of the Loan Papers or any of the transactions contemplated hereby or thereby, or (b) which could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 8.g., as of the date of this Agreement there is no litigation pending or threatened against Strategic which seeks damages in excess of $50,000 or injunctive relief or alleges criminal misconduct of Strategic. Strategic shall notify Access promptly in writing upon learning of the existence, threat or commencement of any litigation against Strategic, any ERISA Affiliate or any Plan or any allegation of criminal misconduct against Strategic.

h.                         Real Estate; Property. The real estate listed in Schedule 8.h. constitutes all of the real property owned, leased, or used by Strategic in its business, and Strategic will not execute any material agreement or contract in respect of such real estate after the date of this Agreement without giving Access prompt prior written notice thereof. Strategic holds and will continue to hold good and marketable fee simple title to all of its owned real estate, and good and marketable title to all of its other properties and assets, and valid and insurable leasehold interests in all of its leases (both as lessor and lessee, sublessee or assignee), and none of its properties and assets are or will be subject to any liens, except Permitted Encumbrances.

i.                             ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other existing ERISA Events, could reasonably be expected to result in a liability of Strategic of more than $50,000. The present value of all accumulated benefit obligations of Strategic under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent Financial Statements reflecting such amounts, exceed the fair market value of the assets of such Plan by more than $50,000, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Account Standards No. 87) did not, as of the date of the most recent Financial Statements reflecting such amounts, exceed the fair market value of the assets of such underfunded Plans by more than $50,000. Neither Strategic nor any ERISA Affiliate has incurred or reasonably expects to incur any Withdrawal Liability in excess of $50,000.

j.                            Examinations; Appraisals. Strategic shall, with respect to each owned or leased property, during normal business hours and upon reasonable advance notice (unless a Default shall have occurred and be continuing, in which event no notice shall be required and Access shall have access at any and all times): (i) provide access to such property to Access and any of its officers, employees and agents, as frequently as Access determines to be appropriate; (ii) permit Access and any of its officers, employees and agents to inspect, audit and make extracts and copies (or take originals if reasonably necessary but only if a Default shall have occurred and be continuing) from all of Strategic’s books and records; and (iii) permit Access to inspect, review, evaluate and make physical verifications and appraisals of the Collateral in any manner and through any medium that Access reasonably considers advisable, and Strategic agrees to render to Access, at Strategic’s cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto.

14

k.                         Ventures, Subsidiaries and Affiliates; Outstanding Capital Stock. Except as set forth in Schedule 8.k., as of the effective date of this Agreement Strategic has no subsidiaries, is not engaged in any joint venture or partnership with any other Person, and is not an affiliate of any other Person. Schedule 8.k. contains a materially complete list of all of the holders of issued and outstanding Capital Stock of Strategic and of rights to purchase, options, warrants or similar rights or agreements pursuant to which Strategic may be required to issue, sell, repurchase or redeem any of its Capital Stock, along with the respective numbers of shares owned or subject to purchase by each such Person.

l.                             Meetings; Representation. Strategic will hold, at its principal place of business, regular meetings of its board of directors at least every calendar quarter (unless the holding of any such meeting is waived by Access at the request of Strategic) and of its shareholders at least once a year, and minutes of such meetings shall be prepared and maintained as a part of the permanent records of Strategic. Strategic will provide Access with a copy of any and all proposed agendas prepared by Strategic for all meetings of the shareholders and board of directors at least 1 week in advance (except in the case of special meetings of the board of directors, in which case such notice shall be as prompt as practicable) and copies of all minutes of such meetings within 30 days following the date of such meetings. Access shall be entitled to have 1 representative present, either telephonically or in person, at each meeting of the shareholders of Strategic and at each regular and special meeting of the board of directors of Strategic, in each case, in a non-voting observer capacity. If Access determines to have its representative physically present at such meetings, all travel and other out-of-pocket expenses incurred by Access’s representatives in attending such meetings shall be incurred at Access’s own expense.

m.                     Covenants Concerning Cary Real Property.

(i)                         By no later than June 30, 2005, Strategic will cause (x) an appraisal of its real property located at 301 Gregson Street, Cary, North Carolina to be conducted for Access at Strategic’s cost by an appraiser selected by Strategic and acceptable to Access and (y) the full report of such appraisal to be delivered to Access.

(ii)                      By no later than July 31, 2005, Strategic will list its real property located at 301 Gregson Street, Cary, North Carolina for sale with a commercial real estate broker selected by Strategic and acceptable to Access.

(iii)                   If Strategic receives commercially reasonable offers to purchase its real property located at 301 Gregson Street, Cary, North Carolina for a cash purchase price at least equal to the fair market value of such property (with fair market value to be determined in accordance with the appraisal referenced in clause (i) of this Section 8.m.), Strategic will consider such offers subject to its reasonable business discretion and considering other reasonable business considerations arising as a consequence of the sale of such real property.

n.                         Further Assurances. At any time and from time to time, upon the written request of Access and at the sole expense of Strategic, Strategic shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as Access may reasonably deem desirable (a) to obtain the full benefits of this Agreement and the other Loan Papers, (b) to protect, preserve and maintain Access’s rights in any Collateral, or (c) to enable Access to exercise all or any of the rights and powers herein granted.

9.                         Financial Statements. For so long as any of the Indebtedness shall remain outstanding, Strategic shall deliver or cause to be delivered to Access:

15

a.                         Accounts Payable Aging. Within 20 days following the end of each fiscal month of Strategic, an accounts payable aging report as of the last day of such month in form reasonably satisfactory to Access.

b.                         Accounts Receivable Information.

(i)                         Within 20 days following the end of each fiscal month of Strategic, an accounts receivable aging report as of the last day of such month in form reasonably satisfactory to Access.

(ii)                      By no later than May 13, 2005, and by no later than June 30 and December 31 of each year (including 2005), a current list of Strategic’s customers in a form acceptable to Access, including, without limitation, the latest known addresses of such customers.

c.                          Monthly Financial Statements. Within 20 days following the end of each fiscal month of Strategic, Financial Statements for such fiscal month and the portion of Strategic’s fiscal year then ended (including the last fiscal month of each fiscal year), which shall set forth Strategic’s revenue from its top 10 customers in such fiscal month and in the portion of Strategic’s fiscal year then elapsed, provide comparisons to budget and actual results for the corresponding period during the prior fiscal year of Strategic, both on a monthly and year-to-date basis, and be accompanied by a certification in the form of Exhibit E by the Chief Executive Officer or Chief Financial Officer of Strategic that, to the best knowledge of the officer signing the certification, such Financial Statements contain no material misstatement or omission of fact, that there was no Default (or specifying those Defaults of which he or she was aware), and showing in reasonable detail the calculations used in determining compliance with the financial covenants hereunder;

d.                         Annual Financial Statements. By March 15 of each fiscal year of Strategic, unaudited company-prepared Financial Statements for such fiscal year together with audit and accounting schedules, and within 180 days following the close of each fiscal year of Strategic, the Financial Statements for such fiscal year certified without qualification by an independent certified accounting firm acceptable to Access, which shall provide comparisons to the prior fiscal year of Strategic, and shall be accompanied by (i) a statement in reasonable detail showing the calculations used in determining compliance with the financial covenants hereunder, (ii) a report from Strategic’s accountants to the effect that in connection with their audit examination nothing has come to their attention to cause them to believe that a Default has occurred or specifying those Defaults of which they are aware, and (iii) any management letter that may be issued;

e.                          Projections. Prior to the close of each fiscal year of Strategic, the Projections (except that the Projections for Strategic’s fiscal year ending December 31, 2005 shall be delivered to Access not later than May 13, 2005), which will be prepared by Strategic in good faith, with care and diligence, and using assumptions which are reasonable under the circumstances at the time such Projections are delivered to Access and disclosed therein when delivered;

f.                           Guarantor Financial Information. By not later than December 1 of each year (including 2005) a current personal financial statement of each Guarantor in a form reasonably acceptable to Access, and within 30 days after the filing thereof with the IRS and applicable state taxing authorities, complete, true and correct copies of each Guarantor’s Federal and state income tax returns;

16

g.                          Analysis of Training Business. By no later than June 30, 2005, Strategic will deliver to Access a complete analysis prepared by Strategic of the value and profitability of the training component of Strategic’s business, which analysis shall be in a form reasonably satisfactory to Access and will include, among other things, a determination by Strategic of whether the training components of its business should be divested to maximize Strategic’s value and profitability;

h.                         Options and Warrants Report. Within 20 days following the end of June and December in each year, a report in form reasonably satisfactory to Access of the number of stock options and warrants Strategic issued in the 6-month period then ended, the names of the Persons to which such stock options and warrants were issued and the number of stock options and warrants issued to each such Person.

i.                             Other Financial Information. Strategic shall advise Access promptly, in reasonable detail, of: (a) any lien, other than Permitted Encumbrances, attaching to or asserted against any of the Collateral or any occurrence causing a material loss or decline in value of any Collateral and the estimated (or actual, if available) amount of such loss or decline; (b) any material change in the composition of the Collateral; and (c) the occurrence of any Default or other event which has had or could reasonably be expected to have a Material Adverse Effect. Strategic shall, upon request of Access, furnish to Access such other reports and information in connection with the affairs, business, financial condition, operations, prospects or management of Strategic or the Collateral as Access may request, all in reasonable detail.

j.                            Amendment to Sun Intercreditor Agreement. Strategic shall use its best efforts to cause Sun to agree to amend the Sun Intercreditor Agreement to extend the “Conversion Date” (as defined in the Sun Intercreditor Agreement) by one or more years.

10.                  Financial Covenants. Unless agreed to in writing by Access to the contrary, for so long as any of the Indebtedness shall remain outstanding, Strategic covenants and agrees that it shall:

a.                         Fixed Charge Coverage Ratio. Achieve a Fixed Charge Coverage Ratio of not less than the ratio shown in the table below for the period corresponding thereto:

b.                         Capital Expenditures. Not make aggregate Capital Expenditures in any fiscal year of Strategic in excess of $300,000; provided, however, Capital Expenditures made by Strategic for the purchase of a new telephone system (costing approximately $500,000) and Capital Expenditures made by Strategic with the proceeds of marketing development funds shall not be taken into account in applying the foregoing limitation.

17

c.                          Quarterly Revenue. Beginning with the fiscal quarter ending March 31, 2005, achieve for each fiscal quarter of Strategic gross revenue (as set forth on Strategic’s Financial Statements) in such fiscal quarter at least equal to (i) 60% of the Approved Projections of revenue provided to Access for such fiscal quarter for Strategic’s hardware business and (ii) 85% of the Approved Projections of revenue provided to Access for such fiscal quarter for Strategic’s business other than its hardware business.

d.                         Quarterly Gross Margin. Beginning with the fiscal quarter ending March 31, 2005, achieve a gross profit margin (as set forth on Strategic’s Financial Statements) at least equal to 85% of the Approved Projections of gross profit margin provided to Access for such fiscal quarter.

11.                  Negative Covenants. Unless agreed to in writing by Access to the contrary, Strategic covenants and agrees that it shall not:

a.                         Debt. Create, incur, assume or suffer to exist any debt, whether by way of loan or otherwise; provided, however, the foregoing restriction shall be exclusive of (i) the Indebtedness, (ii) current accounts payable other than Trade Debt incurred in the ordinary course of business, (iii) debt outstanding on the date hereof to BB&T, (iv) Capital Lease Obligations on the date hereof and additional Capital Lease Obligations up to $50,000 per Capital Lease not to exceed $300,000 in additional Capital Lease Obligations per calendar year in the aggregate; provided, however, Capital Lease Obligations related to the lease of a new telephone systems (costing approximately $500,000) shall not be taken into account in applying the foregoing limitations, (v) Indebtedness for Money Borrowed outstanding on the date hereof to shareholders of Strategic as more specifically listed on Schedule 11.a. attached hereto and (vi) Indebtedness for Money Borrowed owing to Irvin Miglietta in connection with the Permitted Miglietta Redemption.

b.                         Contingent Obligations. Create, incur, assume or suffer to exist any Contingent Obligation; provided, however, the foregoing restriction shall not apply to trade credit incurred by Strategic, operating leases entered into by Strategic, performance bonds issued for Strategic’s account or Strategic’s obligations to subcontractors, in each case, in the ordinary course of Strategic’s business.

c.                          Liens. Create, incur, assume or suffer to exist any lien on any property of Strategic, whether now owned or hereafter acquired, other than Permitted Encumbrances.

d.                         Sales of Assets. Except for the sale of Strategic’s real property located at 301 Gregson Street, Cary, North Carolina for cash, Strategic shall not sell, transfer, issue, convey, assign or otherwise dispose of any of its assets or properties, including its accounts receivable or any shares of its Capital Stock, or engage in any sale-leaseback, synthetic lease or similar transaction (provided, that the foregoing shall not prohibit (i) the sale of inventory or obsolete or unnecessary equipment in the ordinary course of its business, (ii) the disposition of uncollectible accounts receivable in the ordinary course of its business consistent with past practices or (iii) the issuance of Capital Stock or options to purchase Capital Stock to employees and consultants in the ordinary course of its business consistent with past practices provided such issuances have been fully disclosed to Access prior to the making thereof).

e.                          Loans or Advances. Except for (i) currently outstanding loans to Michael G. Shook, William M. Shook and Steve Jones which are more specifically described on Schedule 11.e. attached hereto and (ii) advances to employees in the ordinary course of business which are required to be repaid within the current payroll period, make or agree to make or allow to remain outstanding any loans or advances to any person, entity, or affiliate; provided, however, the foregoing restrictions shall not apply

18

to advances or extensions of credit in the form of accounts receivable incurred in the ordinary course of business and upon terms common in the industry for such accounts receivable. Strategic shall not forgive or write-off any of the loans owing by Michael G. Shook or William M. Shook to Strategic.

f.                           Dividends and Distributions. Except for the Permitted Miglietta Redemption, declare, pay or make, whether in cash or other property, or set aside or apply any money or assets to pay or make any dividend or distribution on, or purchase, redeem or otherwise acquire for value, any share of any class of its Capital Stock.

g.                          Cancellation of Insurance. Allow any insurance policy currently carried by Strategic or otherwise required to be carried under any of the Loan Papers to be terminated or lapse or expire without provision for adequate renewal or comparable substitution.

h.                         Mergers and Consolidations; Changes in Corporate Structure. (i) merge or consolidate with any party, or permit any such merger or consolidation with Strategic unless Strategic is the surviving entity of such merger or consolidation, (ii) form, acquire or become a shareholder, partner or joint venturer in any corporation, partnership, joint venture or other business entity in which Strategic does not have a controlling interest; (iii) discontinue business; (iv) make any material change in the nature of or manner in which it conducts its business if such change could reasonably be expected to have a Material Adverse Effect; (v) form any Plan; (vi) liquidate, wind-up or dissolve; (vii) remove those individuals serving as the Chief Executive Officer and President of Strategic on the date of this Agreement and/or permit Michael G. Shook, William M. Shook, Irvin Miglietta and Thomas Colleary to collectively own less than a majority of the issued and outstanding voting Capital Stock of Strategic.

i.                             Transactions with Affiliates. Directly or indirectly, enter into any sale, lease or exchange of property or any contract for the rendering of goods or services or any loan or advance with an affiliate; provided, however, the foregoing restrictions shall not apply to advances or extensions of credit in the form of accounts receivables incurred in the ordinary course of business and upon terms common in the industry for such accounts receivable.

j.                            Lines of Business. Expand, on its own or through any subsidiary or affiliate, into any lines of business other than those in which it is engaged as of the date hereof if such an expansion could reasonably be expected by Strategic to have a Material Adverse Effect.

k.                         Organization or Acquisition of Subsidiaries. Organize or acquire any subsidiary in addition to those existing as of the date hereof, if any such organization or acquisition would have a Material Adverse Effect.

12.                  Conditions Precedent. This Agreement shall become effective and be deemed effective as of the date hereof upon the satisfaction or waiver in writing by Access of the following conditions precedent:

a.                         Receipt by Access of this Agreement, together with all completed schedules thereto, duly executed by Strategic and the Guarantors;

b.                         Receipt by Access of the Notes duly executed by Strategic;

c.                          Receipt by Access of an opinion of counsel to Strategic in form and content satisfactory to Access;

19

d.                         Receipt by Access of the Access Customer Terms and Conditions duly executed by Strategic;

e.                          Receipt by Access of evidence satisfactory to Access that all defaults by Strategic under any loan agreements, deeds of trust or other loan documents between Strategic and BB&T have been cured or waived;

f.                           Receipt by Access of a current personal financial statement of each Guarantor in a form reasonably acceptable to Access and true and correct copies of each Guarantor’s 2004 Federal and state income tax returns; and

g.                          Such other documents, instruments and agreements as Access shall reasonably request in connection with the foregoing matters.

13.                  Defaults. The term “Default” as used herein, means the occurrence of any one or more of the following events (including the passage of time, if any, specified therefore) provided that if any such event occurs and Access subsequently agrees in writing that it will not exercise any remedies hereunder as a result thereof, the occurrence of such event shall no longer be deemed a “Default” hereunder insofar as the state of facts giving rise to such event is concerned, but the same shall not operate as or be deemed to be a waiver with respect to any identical or similar state of facts which occurs thereafter:

a.                         Payment of Indebtedness (Other than Trade Debt). If default is made in the payment of any Indebtedness other than Trade Debt, in any case, when the same shall be due and payable, or

b.                         Default on Covenants in this Agreement. If there is any default by reason of the failure of Strategic to perform any of the covenants or agreements contained in this Agreement, or if any representation or warranty in this Agreement or any other Loan Paper, or in any written statement pursuant hereto or thereto, or in any report, financial statement or certificate made or delivered to Access by Strategic or any guarantor of the Indebtedness shall be untrue or incorrect as of the date when made or deemed made, or

c.                          Default on Covenants in Other Agreements. If there is any default by reason of the failure of Strategic to perform any of the covenants contained in any other agreement executed by Strategic with or for the benefit of Access (other than the failure of Strategic to pay Trade Debt when the same shall be due and payable), whether or not executed in connection with this Agreement, which is not cured within the cure periods stated therein, if any, or

d.                         Default under Co-Sale Agreements. If there is any default by reason of the failure of Strategic to perform any of the covenants contained in the Co-Sale Agreements with certain shareholders of Strategic, each dated October 17, 2001, which is not cured within the cure periods stated therein, if any, or

f.                           Voluntary Debtor Relief. Strategic shall (a) execute an assignment for the benefit of creditors, or (b) admit in writing its inability to pay its debts generally as they become due, or (c) voluntarily seek the benefit or benefits of any Debtor Relief Law or become a party to any proceeding provided for by any Debtor Relief Law that could suspend or otherwise affect any of the rights of Access granted in this Agreement or any other Loan Paper. As used herein “Debtor Relief Law” means any applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, insolvency,

20

reorganization, or similar Debtor Relief Laws affecting the rights of creditors generally from time to time in effect.

g.                          Involuntary Proceedings. Strategic shall involuntarily (a) have an order, judgment, or decree entered against it by any state, commonwealth, federal, foreign, territorial, or other court or governmental department, commission, board, bureau, agency or instrumentality pursuant to any Debtor Relief Law that could suspend or otherwise affect any of the rights granted to Access in this Agreement or any other Loan Paper, and such order, judgment, or decree is not permanently stayed or reversed within 60 days after the entry thereof, or (b) have a petition filed against it seeking the benefit or benefits provided for by any Debtor Relief Law that would suspend or otherwise affect any of the rights granted to Access in this Agreement or any other Loan Paper, and such petition is not discharged within 60 days after the filing thereof.

h.                         Acceleration of Other Debt. The acceleration, by the holder thereof, of the maturity of $50,000 or more of any other debt owed by Strategic.

i.                             Undischarged Final Judgments. Except for the judgments listed on Schedule 13.i., the entry of a final judgment or final judgments against Strategic or any subsidiary for the payment of money in an amount which, in the aggregate, could have a Material Adverse Effect, and the same shall remain undischarged for a period of 60 days during which execution shall not be effectively stayed.

j.                            Attachment. The failure to have discharged within a period of 60 days after the commencement thereof any attachment, sequestration, or similar proceeding against any of Strategic’s assets.

k.                         Other Agreements. The occurrence of a default by Strategic under any other material financial or loan agreement to which Strategic is a party or by which it or any of its assets is bound but only to the extent such default is reasonably expected to have a Material Adverse Effect.

14.                  Remedies Upon Default.

a.                         Remedies Upon Default. Should a Default occur and be continuing, Access may, at its election, do any one or more of the following:

i.                              Acceleration. Declare the entire unpaid balance of the Indebtedness, or any part thereof, immediately due and payable, whereupon it shall be due and payable.

ii.                           Termination. Terminate any agreement or commitment by Access to lend any funds hereunder or sell or finance any goods or services.

iii.                        Judgment. Reduce any claim to judgment.

iv.                       Foreclosure. Take such steps as Access may deem appropriate to foreclose or otherwise enforce the security interests in the Collateral and all liens granted to Access to secure payment and performance of the Indebtedness.

v.                          Rights. Exercise any and all rights afforded by applicable law, including, but not limited to, the Uniform Commercial Code, or by any of the agreements with Strategic, or by law or equity, or otherwise.

21

b.                         Cumulative Rights. All rights available to Access under this Agreement or any other Loan Paper shall be cumulative of and in addition to all other rights granted to Access at law or in equity, whether or not the Indebtedness is due and payable and whether or not Access shall have instituted any suit for collection, foreclosure, or other action in connection with this or any other agreement.

c.                          Expenses. Any expenses incurred by Access pursuant to the exercise of any right provided herein shall become part of the Indebtedness and shall bear interest at a fixed rate of 12% per annum from the date spent until the date repaid by Strategic.

d.                         Waivers. The acceptance by Access at any time and from time to time of part payment on the Indebtedness shall not be deemed to be a waiver of any Default then existing. No waiver by Access of any Default shall be deemed to be a waiver of any other then existing or subsequent Default. No delay or omission by Access in exercising any right under this Agreement or any other Loan Paper shall impair such right or be construed as a waiver thereof or any acquiescence therein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof, or the exercise of any other right under such agreements or otherwise.

15.                  Term. This Agreement shall continue in full force and effect until the repayment in full of (a) the accrued interest on and outstanding principal balance of the Indebtedness evidenced by the Notes and (b) the Indebtedness consisting of Past Due Trade Debt.

16.                  Indemnity. Strategic agrees to indemnify and hold Access and its affiliates, and their respective employees, attorneys and agents (each, an “Indemnified Person”), harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses of any kind or nature whatsoever (including reasonable attorneys’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Papers or with respect to the execution, delivery, enforcement, performance and administration of, or in any other way arising out of or relating to, this Agreement and the other Loan Papers or any other documents or transactions contemplated by or referred to herein or therein and any actions or failures to act with respect to any of the foregoing, including any and all product liabilities, environmental liabilities, taxes and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Loan Papers (collectively, “Indemnified Liabilities”), except to the extent that any such Indemnified Liability is finally determined by a court of competent jurisdiction to have resulted solely from such Indemnified Person’s gross negligence or willful misconduct. Notwithstanding Section 15 of this Agreement to the contrary, the indemnification obligations described in this Section 16 shall survive the termination of this Agreement. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO STRATEGIC, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY OTHER LOAN PAPER OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

22

17.                  Miscellaneous.

a.                         Notices. Whenever this Agreement requires or permits any consent, approval, notice, request, or demand from one party to another, the consent, approval, notice, request, or demand must be in writing to be effective and shall be deemed to have been given (a) when received, when sent by confirmed facsimile at the facsimile numbers provided by the parties from time to time, (b) when received, when sent overnight delivery via Federal Express or other national overnight courier service, and (c) on the fifth day after it is enclosed in an envelope, addressed to the party to be notified at the address stated below (or at such other address as may have been designated by written notice), properly stamped, sealed, and deposited in the United States mail. Notwithstanding the foregoing, notices under Section 7.b. above may be made by facsimile or e-mail, as approved by Access, and then in each case to the most recent facsimile or e-mail address provided by one party to the other in writing from time to time. The address of each party for the purposes hereof is as follows:

b.                         Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. This Agreement is being executed and delivered, and is intended to be performed, in the State of North Carolina, and the substantive laws of such state shall govern the validity, construction, enforcement, and interpretation of the Loan Papers, unless otherwise specified therein, without regard to its conflict of law provisions.

23

Each party consents to the personal jurisdiction of the state and federal courts located in the State of North Carolina in connection with any controversy related to this Agreement, waives any argument that venue in any such forum is not convenient and agrees that any litigation initiated by any of them in connection with this Agreement shall be venued in either the Superior Court of Wake County, North Carolina or the United States District Court for the Eastern District of North Carolina, Raleigh Division. EACH OF STRATEGIC AND ACCESS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

c.                          Maximum Interest Rate. Regardless of any provision contained in this Agreement or any other Loan Paper, Access shall never be entitled to receive, collect, or apply, as interest on the Indebtedness, any amount in excess of the maximum amount of interest permitted to be charged by applicable law, and, in the event Access ever receives, collects, or applies as interest, any such excess, such amount which would be excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such; and, if the Indebtedness is paid in full, any remaining excess shall forthwith be paid to Strategic. In determining whether or not the interest paid or payable, under any specific contingency, exceeds the Highest Lawful Rate, Strategic and Access shall, to the maximum extent permitted under applicable law, (a) characterize any nonprincipal payment as an expense, fee, or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Indebtedness so that the interest is uniform throughout the entire term of the Indebtedness.

d.                         Severability. If any provision of this Agreement or any other Loan Paper is held to be illegal, invalid, or unenforceable under present or future laws effective during the term thereof, such provision shall be fully severable; the appropriate agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part thereof; and the remaining provisions thereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance therefrom. Furthermore, in lieu of such illegal, invalid, or unenforceable provision there shall be added automatically as a part of such agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.

e.                          Survival. Except as specifically provided herein, all representations, warranties, covenants and agreements of Strategic contained herein shall continue in full force and effect so long as any part of the Indebtedness remains unpaid and, except as otherwise indicated, shall not be affected by any investigation made by any party.

f.                           Further Assurances. Strategic agrees that at any time and from time to time, upon the written request by Access, it will execute and deliver such further documents and do such further acts and things Access may reasonably request in order to fully effect the purpose of this Agreement and any other Loan Paper and to provide for the payment of the principal and interest on the Indebtedness in accordance with the terms and provisions of such agreements.

g.                          Costs and Expenses. Strategic agrees to pay or reimburse Access for all costs and expenses (including the reasonable fees and expenses of all counsel, advisors, consultants (including environmental and management consultants) and auditors retained in connection therewith), incurred in connection with: (a) the preparation, negotiation, execution, delivery, performance and enforcement of the Loan Papers and the preservation of any rights thereunder; (b) collection, including deficiency collections; (c) the forwarding to Strategic or any other Person on behalf of Strategic by Access of the

24

proceeds of any cash advance (including a wire transfer fee of $20 per wire transfer); (d) any amendment, waiver or other modification with respect to any of the Loan Papers; (e) any litigation, dispute, suit, proceeding or action (whether instituted by or between any combination of Access, Strategic or any other Person), and an appeal or review thereof, in any way relating to the Collateral, any of the Loan Papers, or any action taken or any other agreements to be executed or delivered in connection therewith, whether as a party, witness or otherwise; and (f) any effort (i) to monitor the Indebtedness, (ii) to evaluate, observe or assess Strategic or its affairs, and (iii) to verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of the Collateral.

h.                         Entire Agreement. This instrument embodies the entire agreement between the parties and supersedes all prior agreements and understandings, if any, relating to the subject matter hereof (except documents, agreements and instruments delivered or to be delivered in accordance with the express terms hereof, and except for the CIT Financing Agreement, to the extent of the collateral description and remedies set forth therein).

i.                             Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that Strategic may not assign or otherwise transfer any of its rights under this Agreement without the prior written consent of Access.

j.                            Parties Bound. This Agreement shall be binding upon and inure to the benefit of Access and Strategic and their respective successors and assigns; provided that Strategic may not, without the prior written consent of Access, assign any rights, powers, duties, or obligations hereunder.

k.                         Amendments and Waivers. This Agreement may be modified or amended only in writing by an agreement or agreements entered into by Access and Strategic, and Access may waive compliance by Strategic with any provision of this Agreement; provided, however, that no such consent, waiver, modification, or amendment shall extend to or affect any obligation not expressly consented to, waived, modified, or amended, or impair any right consequent on such obligation.

l.                             Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Facsimiles or other photocopies of executed signature pages to this Agreement shall be considered originals.

m.                     Amendment and Restatement. This Agreement amends, restates and replaces the Existing Refinancing Agreement in its entirety.

n.                         Forbearance Agreement. The Forbearance Agreement is hereby terminated and of no further force and effect whatsoever.

o.                         RELEASE OF CLAIMS. TO INDUCE ACCESS TO ENTER INTO THIS AGREEMENT, EACH OF STRATEGIC AND EACH GUARANTOR HEREBY RELEASES, ACQUITS AND FOREVER DISCHARGES ACCESS AND ACCESS’S OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, AND GENERAL ELECTRIC CAPITAL CORPORATION AND ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IN ANY CASE, FROM ALL LIABILITIES, CLAIMS, DEMANDS, ACTIONS OR CAUSES OF ACTION OF ANY KIND (IF ANY THERE BE), WHETHER ABSOLUTE OR CONTINGENT, DUE OR TO BECOME DUE, DISPUTED OR UNDISPUTED, AT LAW OR IN EQUITY, THAT ANY OF THEM NOW

25

HAS OR EVER HAD AGAINST ACCESS OR GENERAL ELECTRIC CAPITAL CORPORATION ARISING UNDER OR IN CONNECTION WITH THE EXISTING REFINANCING AGREEMENT, THIS AGREEMENT, THE EXISTING NOTES, THE NOTES, ANY RELATED DOCUMENTS BETWEEN OR AMONG ANY OF STRATEGIC AND ANY OF THE GUARANTORS, ON THE ONE HAND, AND ACCESS OR GENERAL ELECTRIC CAPITAL CORPORATION, ON THE OTHER HAND, OR OTHERWISE.

p.                         Press Releases. Neither Strategic nor any of its affiliates will in the future issue any press release or other public disclosure using the name of General Electric Capital Corporation or its affiliates or referring to this Agreement or the other Loan Papers without at least two (2) Business Days’ prior notice to Access, and without the prior written consent of Access unless (and only to the extent that) Strategic or its affiliate is required to do so under law and then, in any event, Strategic or its affiliate will consult with Access before issuing such press release or other public disclosure.

q.                         Conflict Among Loan Papers. Should any term or provision of any of the Loan Papers other than this Agreement or of the CIT Financing Agreement conflict with any term or provision of this Agreement, then in any such case the terms and provisions of this Agreement shall be controlling.

[signatures on next page]

26

Exhibit A

Form of Consolidated Amended and Restated Note

CONSOLIDATED AMENDED AND RESTATED
PROMISSORY NOTE

For value received, Strategic Technologies, Inc. (“Maker”) promises to pay to the order of MRA Systems, Inc. dba Access Distribution (“Holder”) via wire transfer to AT Bankers Trust, ABA #021001033, Acct. #50261567, or at such other place or account as designated by Holder in writing to Maker, the principal sum of Ten Million Three Hundred Eighty-Seven Thousand Six Hundred Forty-Eight and 54/100 Dollars ($10,387,648.54), from the date hereof. Interest on unpaid balances of principal from the date hereof shall accrue at the floating rate of LIBOR, as that term is defined in the Agreement, plus four and one half percent (4.5%) per annum.

Payments of principal and interest under this Note shall be made in accordance with the Amended and Restated Refinancing Agreement, dated the date hereof, between Maker and Holder (as from time to time amended, modified, supplemented or restated, the “Agreement”), the terms of which are incorporated herein for all purposes. All outstanding principal, and accrued and unpaid interest, which is not paid earlier as set forth herein, shall be due and payable on May 1, 2010.

This Note is secured by a blanket lien on all assets of Maker pursuant to that certain Amended and Restated Security Agreement between Maker and Holder dated as of July 31, 2002, as amended, Financing Agreement dated as of October 17, 2001 between The CIT Group/Business Credit, Inc. (“CIT”) and Strategic, which interest of CIT was assigned to Holder on April 12, 2002 and North Carolina Deed of Trust executed by Maker for the benefit of Holder dated June 3, 2003, as amended.

This Note is a modification, restatement and consolidation of that certain (a) Amended and Restated Promissory Note executed by Maker to Holder dated July 31, 2002 in the original principal amount of $15,164,283.88 and (b) Amended and Restated Promissory Note executed by Maker to Holder dated July 31, 2002 in the original principal amount of $7,278,603.31.

Upon a Default, as that term is defined in the Agreement, then the holder of this Note shall have the right and option, without notice or demand, to declare the unpaid balance of principal and accrued interest on this Note at once due and payable.

Prepayment. This Note, at the option of Maker, may be prepaid in whole or in part at any time without additional interest or penalty, with any such prepayment being applied first to principal in the inverse order of maturity, and then applied to outstanding and unpaid interest.

Miscellaneous.

At any time, any deposit or other indebtedness credited by or due from the Holder to Maker may be set off against and applied in payment of any amounts due hereunder (the “Obligations”), whether due or not, and such deposits or other indebtedness may at all times be held and treated as collateral security for the payment of the Obligations.

1

The Maker of this Note waives demand, presentment for payment, protest and notice of protest, and non-payment. If this note is not paid when due, and is given to an attorney or collection agency for collection, or suit filed thereon, Maker agrees to pay all collection fees and expenses including but not limited to attorneys fees based upon customary hourly rates and not a statutorily prescribed percentage of the debt collected.

This promissory note shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its choice of law rules.

SUBSCRIBED AND SWORN to before me this         day of                     , 2005, in the County of                     , State of                     , by                     .

WITNESS my hand and official seal.

2

Exhibit B

Form of Amended and Restated November 2003 Note

AMENDED AND RESTATED
PROMISSORY NOTE

For value received, Strategic Technologies, Inc. (“Maker”) promises to pay to the order of MRA Systems, Inc. dba Access Distribution (“Holder”) via wire transfer to AT Bankers Trust, ABA #021001033, Acct. #50261567, or at such other place or account as designated by Holder in writing to Maker, the principal sum of Five Million Five Hundred Sixty-One Thousand and No/100 Dollars ($5,561,000), from the date hereof. Interest on unpaid balances of principal from the date hereof shall accrue at a fixed rate of twelve percent (12%) per annum.

Payments of principal and interest under this Note shall be made in accordance with the Amended and Restated Refinancing Agreement, dated the date hereof, between Maker and Holder (as from time to time amended, modified, supplemented or restated, the “Agreement”), the terms of which are incorporated herein for all purposes. All outstanding principal, and accrued and unpaid interest, which is not paid earlier as set forth herein, shall be due and payable on May 1, 2010.

This Note is secured by a blanket lien on all assets of Maker pursuant to that certain Amended and Restated Security Agreement between Maker and Holder dated as of July 31, 2002, as amended, Financing Agreement dated as of October 17, 2001 between The CIT Group/Business Credit, Inc. (“CIT”) and Strategic, which interest of CIT was assigned to Holder on April 12, 2002 and North Carolina Deed of Trust executed by Maker for the benefit of Holder dated June 3, 2003, as amended.

This Note is a modification, restatement and consolidation of that certain promissory note executed by Maker to Holder dated November 3, 2003 in the original principal amount of $4,931,000.

Upon a Default, as that term is defined in the Agreement, then the holder of this Note shall have the right and option, without notice or demand, to declare the unpaid balance of principal and accrued interest on this Note at once due and payable.

Prepayment. This Note, at the option of Maker, may be prepaid in whole or in part at any time without additional interest or penalty, with any such prepayment being applied first to principal in the inverse order of maturity, and then applied to outstanding and unpaid interest.

Miscellaneous.

At any time, any deposit or other indebtedness credited by or due from the Holder to Maker may be set off against and applied in payment of any amounts due hereunder (the “Obligations”), whether due or not, and such deposits or other indebtedness may at all times be held and treated as collateral security for the payment of the Obligations.

The Maker of this Note waives demand, presentment for payment, protest and notice of protest, and non-payment. If this note is not paid when due, and is given to an attorney or collection agency for

1

collection, or suit filed thereon, Maker agrees to pay all collection fees and expenses including but not limited to attorneys fees based upon customary hourly rates and not a statutorily prescribed percentage of the debt collected.

This promissory note shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its choice of law rules.

SUBSCRIBED AND SWORN to before me this         day of                     , 2005, in the County of                     , State of                     , by                     .

WITNESS my hand and official seal.

2

SCHEDULE 8.f.

Taxes

[List all current Tax Audits and past due Tax Returns]

1.                          Welfare Benefit Plan 5500 filings for Strategic Technologies, Inc for 1998 through 2003 have never been filed.

2.                          Tennessee Sales Tax Lien – Filed December 2004 due to an assessment for sales tax from a prior sales tax audit.

3.                          Alabama Sales Tax Audit.

4.                          New York Sales Tax Audit.