8.	Notes Payable and Capital Leases

Long term debt consists of:

	Dec. 31, 2013		Dec. 31, 2012

Mezzanine Note Payable BMO Private Equity, balance due January 18, 2018, interest at 11.50% (effective rate of 15.56%)	$	5,000,000	$	5,000,000
Less: Remaining debt discount to be amortized		(555,000)		(663,000)
Term Loan with Barrington Bank, payable in monthly installments of $11,000 amortized over 7 years, interest at 6.25%, balance due May 2016, which uses balloon production and related equipment as collateral.		533,000		633,000
Mortgage Loan with BMO Harris, payable in monthly installments of $7,778 plus interest at prime (3.25%) plus a premium rate (based on loan covenants) of 0.75% (4.00%) at December 31, 2013 and 2012, (amortized over 25 years), balance due July 18, 2017.		1,979,000		2,084,000
Promissory Note with John J. Blaser and Stephanie M. Blaser due on demand, interest at 4.25%.		15,000		-
Equipment Loan with BMO Harris, payable in monthly installments of $22,323 beginning April 2012 plus interest at prime (3.25%) plus a premium rate (based on loan covenants) of 0.75% (4.00%) at December 31, 2013 and 2012, (amortized over 60 months), balance due March 31, 2017.		871,000		1,138,000
Capital Lease with First American Equipment Finance, payable in monthly installments of $2,890 (amortized over 5 years).		122,000		-
Capital Lease with Wells Fargo, payable in monthly installments of $367 (amortized over 5 years).		18,000		-
Subordinated Notes (Officer) due on demand, interest at 9% (see Notes 9, 12).		4,000		29,000
Subordinated Notes (Officer) due on demand, interest at 8% (see Notes 9, 12).		632,000		595,000
Subordinated Notes (Officer) due on demand, interest at prime (3.25%) plus 2% (5.25%) at December 31, 2013 and 2012 (see Note 9).		520,000		500,000
Notes Payable (Affiliates) due 2015, interest at prime (3.25%) plus 0.25% (3.50%) at December 31, 2013 and 2012 (see Note 12).		32,000		30,000
Promissory Note with Merrick Company due on demand, interest at 4.25%.		94,000		-
Promissory Note with Schwan Leasing due on demand, interest at 4.25%.		70,000		-
Notes Payable (Affiliates) due 2021, interest at 11.75% (see Note 12).		105,000		116,000
Employee Advances due on demand		-		3,000
Total long-term debt		9,440,000		9,462,000
Less current portion		(382,000)		(1,485,000)
Total Long-term debt, net of current portion	$	9,058,000	$	7,980,000

On April 29, 2010, the Company entered into a Credit Agreement and associated documents with BMO Harris under which BMO Harris agreed to extend to the Company a credit facility in the aggregate amount of $14,417,000. The facility includes (i) a Revolving Credit providing for maximum advances to the Company, and letters of credit, based upon the level of availability measured by levels of eligible receivables and inventory of the Company of $9,000,000, (ii) an Equipment Loan of up to $2,500,000 providing for loans for the purchase of equipment, (iii) a Mortgage Loan of $2,333,350, and (iv) a Term Loan in the amount of $583,333. The amount we can borrow on the Revolving Credit includes 85% of eligible accounts and 60% of eligible inventory (up to a maximum of $9,000,000). The Mortgage Loan is amortized over a term of 25 years. The maturity date of the facility was April 30, 2013, which was subsequently amended and restated to July 17, 2017. As of December 31, 2013 the balance outstanding on the Revolving Line of credit with BMO Harris was $8,384,000, which bears interest of 3.5%, leaving an amount available for borrowing of $1,391,000. As of December 31, 2013 the balance outstanding on the Line of credit at Flexo Universal was $165,000, which bears interest of 13.6%.

Certain terms of the loan agreement, as amended, include:

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Restrictive Covenants: The Loan Agreement includes several restrictive covenants under which we are prohibited from, or restricted in our ability to:

Borrow money;

Pay dividends and make distributions;

Make certain investments;

Use assets as security in other transactions;

Create liens;

Enter into affiliate transactions;

Merge or consolidate; or

Transfer and sell assets.

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Financial Covenants: The Loan Agreement includes a series of financial covenants we are required to meet including:

We are required to maintain a tangible net worth (plus Subordinated Debt) in excess of $7,100,000 plus 50% of cumulative net income of the Company after January 1, 2010;

We are required to maintain specified ratios of senior debt to EBITDA on an annual basis and determined quarterly; and,

We are required to maintain a level of adjusted EBITDA to fixed charges on an annual basis determined quarterly of not less than 1.1 to 1. Adjusted EBITDA is EBITDA minus (i) taxes paid, (ii) dividends paid, (iii) payments for the purchase or redemption of stock, and (iv) unfunded capital expenditures.

As of December 31, 2013, the Company was in compliance with these covenants.

On July 17, 2012, the Company entered into Amendment Number 3 to the Credit Agreement among the Company and BMO Harris pursuant to which (i) the amount of the loan commitment on the revolver loan of BMO Harris was increased from $9 million to $12 million, (ii) BMO Harris consented to a transaction among the Company and BMO Equity and (iii) the term of credit and loans to the Company provided in the Credit Agreement and BMO Harris was extended to July 17, 2017.

Also, on July 17, 2012, the Company entered into a Note and Warrant Purchase Agreement with BMO Equity pursuant to which (i) BMO Equity advanced to the Company the sum of $5 million and (ii) the Company issued to BMO Equity a detachable warrant to purchase up to Four Percent (4%) of the outstanding shares of common stock of the Company on a fully-diluted basis (140,048 shares of common stock of the Company) at the price of One Cent ($0.01) per share. An initial value of $703,000 was allocated to the detachable warrant. The term of the loan provided for in this Agreement is five and a half years. Interest is payable on the outstanding balance of the loan at the rate of 11.5% per annum.

On April 12, 2013, the Company entered into Amendment No. 4 to the Credit Agreement among the Company and BMO Harris Bank N.A. (the “Bank”) (the “Credit Agreement Amendment”) and also entered into Amendment No. 1 to the Note and Warrant Purchase Agreement among the Company and BMO Private Equity (U.S.) (the “NWPA Agreement Amendment”). In the Credit Agreement Amendment, the Bank, and in the NWPA Agreement Amendment, the Fund, waives defaults by the Company as of December 31, 2012 and March 31, 2013 with respect to certain financial covenants in the agreement relating to the Senior Leverage Ratio and Total Leverage Ratio. In addition, the levels of these financial covenants for June 30, 2013 and subsequent quarters during the term of the agreements are revised.

The amortization of the debt discount will result in the Company’s recognition of additional interest expense based on the effective interest method over the term of the underlying notes payable. Additional interest expense and accretion of $107,000 and $46,000 was recognized during 2013 and 2012, respectively.

The Note and Warrant Purchase Agreement includes provisions for:

(i)

a closing fee of $100,000

(ii)

payment of the principal amount in five and a half years with optional prepayment subject to certain prepayment premiums;

(iii)

security for the note obligations in all assets of the Company junior to the security interest of BMO Harris;

(iv)

various representations and warranties and covenants of the Company;

(v)

financial covenants including an applicable senior leverage ratio, fixed charge coverage ratio and tangible net worth amount.

Future minimum principal payments for amounts outstanding under these long-term debt agreements for each of the years ended December 31 are:

2014	$	382,000
2015		360,000
2016		548,000
2017		1,716,000
2018		5,021,000
Thereafter		1,413,000
Total	$	9,440,000