8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 12, 2007

CONTINENTAL FUELS, INC.

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(Exact Name of Registrant as Specified in Charter)

Nevada	33-33042	22-3161629
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(State of Incorporation)	(Commission File No.)	(I.R.S. Employer
		Identification Number)

9901 IH 10 West, Suite 800, San Antonio, Texas 78230

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(Address of Principal Executive Offices)

(210) 558-2800

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(Registrant’s Telephone Number, including area code)

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(Former Name or Former Address, if changed since last report)

Section 1. Registrant’s Business Operations

Item 1.01 Entry Into a Material Definitive Agreement

Secured Loans from Sheridan Asset Management LLC

On December 12, 2007 (the Closing Date”), the Registrant, as borrower, closed a Term Loan and Revolving Loan pursuant to the
terms and conditions of a Loan Agreement, dated as of December 11, 2007 (the “Loan Agreement”), by and between the
Registrant, its parent company, Universal Property Development and Acquisition Corporation, a Nevada corporation (“UPDA”),
Timothy Brink (“Brink”) (UPDA and Brink, collectively, the “Guarantors”), and Sheridan Asset Management, LLC, a Delaware
limited liability company (the “Lender”). Pursuant to the terms and conditions of the Loan Agreement, and the ancillary Senior
Secured Promissory Note (the “Term Note”), Senior Secured Revolving Promissory Note (“Revolving Note”), Security
Agreement (the “Security Agreement”) and other related documents (all of which are collectively referred to herein as the “Loan
Documents”), the Registrant agreed to borrow and Sheridan agreed to lend the Term Loan Principal Amount of Five Million,
Five Hundred Thousand Dollars ($5,500,000) cash and the Revolving Loan Commitment Amount of Three Million Dollars
($3,000,000) under the terms and conditions described below. Any capitalized terms in this Item 1.01 that are not defined herein
shall have the definition given them under the terms of the Loan Documents.

Terms of the Term Loan

The Term Loan has a three (3) year term with the Term Loan Principal Amount being due and payable by the Registrant over that
period in six (6) monthly payments of $100,000, thirty (30) monthly payments of $150,000, and a final payment of $400,000 on
the Maturity Date. The Registrant shall pay interest on the unpaid Principal Amount of the Term Loan from the Original Issue
Date until such Principal Amount is paid in full, at the rate of 15% per annum. Interest shall be payable monthly in arrears on
each Monthly Payment Date beginning on January 2, 2008, and on the Maturity Date, in cash. In addition to the 15% per annum
In terest, the Registrant shall also pay to the Lender “payment in kind” interest at the rate of 5% per annum, on the Term Loan
Principal Amount outstanding (the “PIK Amount”). The PIK Amount shall be payable on the Maturity Date. The PIK Amount
shall be payable, at the Lender’s option, either (1) in cash or (2) in kind with such number of shares of the Registrant’s Common
Stock determined by dividing (x) the PIK Amount accrued and unpaid in cash as of the Maturity Date by (y) 85% of an amount
equal to the closing price of the Registrant’s Common Stock on the Original Issue Date. The Term Loan is secured by a lien,
more fully described in the Security Agreement, on all the assets of the Registrant and the assets of its subsidiaries, and is further
secured by the pledges and other security interests set forth in the Loan Documents.

2

Terms of the Revolving Loan

The Revolving Loan shall be funded by Lender at the request of the Registrant as Advances pursuant to the delivery of a
Notice of Borrowing. Subject to the continued satisfaction of the terms and conditions of the Loan Documents, the Lender
shall fund up to an aggregate of Three Million Dollars ($3,000,000) (the “Revolving Loan Commitment Amount”). The
Registrant shall execute the Revolving Note in favor of Lender for the Revolving Loan Commitment Amount. Provided no
Event of Default has occurred and is continuing, the Registrant may request an Advance of no less than $500,000 after the
first Advance provided by Lender to Registrant on the Closing Date, by delivering a written Notice of B orrowing, together
with a completed and executed Borrowing Base Certificate, and such other collateral and back-up documentation as the
Lender may from time to time require. Availability for Advances shall be based upon the Borrowing Base Amount
reflected on the Borrowing Base Certificate delivered with a Notice of Borrowing. Provided that the requirements of the
Loan Agreement and any other condition to making Advances are satisfied, Lender will advance monies which, together
with the principal amount outstanding under any and all other Advances shall not exceed the Revolving Loan
Commitment Amount. The Registrant shall pay the outstanding Advances under the Loan, together with any accrued and
unpaid interest thereon, and any other sums d ue pursuant to the terms hereof, on demand after the occurrence of an Event
of Default or upon the Maturity Date. If any Out-Of-Formula Advance arises or exists under the Loan for any reason
whatsoever, including Eligible Accounts Receivable becoming ineligible, Borrower will repay such Out-Of-Formula
Advance immediately. The Registrant shall pay interest on the unpaid Revolving Loan principal amount outstanding, from
the Original Issue Date until such principal amount shall be paid in full, at the rate of 20% per annum. Interest shall be
computed daily based on a year of 360 days and shall be payable monthly in arrears on the first Business Day of each
calendar month beginning on January 2, 2008, and on the Maturity Date, in cash.

If an Event of Default has occurred that results in the eventual acceleration of the Revolving Note, then default interest shall
accrue on the unpaid principal amount of all Advances at a rate of 3% per annum from the occurrence of such Event of Default in
addition to the interest rate otherwise payable pursuant to that note.

The Registrant shall pay the Lender the following fees: (i) an unused line fee equal to the amount determined for each month
equal to (x) the monthly average of the positive difference between the Commitment Amount and the actual outstanding princi pal
amount of all Advances, computed daily, (y) multiplied by 10% and (z) divided by 12, which Unused Line Fee shall be payable
on the first Business Day of each calendar month; and (ii) a collateral monitoring fee of $5,000 each calendar quarter payable
during the calendar month following the calendar quarter previously monitored.

The Registrant shall have the right to prepay the Advances, without premium or penalty, in whole or in part at any time and from
time to time on the following terms and conditions: (i) the Registrant shall give the Lender at least two Business Days’ prior
written notice, of its intent to prepay Advances, and the amount of such prepayment; (ii) the Registrant shall repay the aggregate
principal amount o f this Note, together with accrued interest thereon through the date of repayment, and (iii) such prepayment
shall be in an amount no less than $250,000. In the event there shall be on any Business Day Available Cash in excess of
$1,500,000, the Registrant shall pay the Lender all of such Excess Cash, by wire transfer of immediately available funds on or
before the next Business Day, which payment shall be allocated in its entirety by the Lender to the repayment of the then
outstanding principal amount under the Revolving Note.

So long as the cumulative amount of cash interest paid under the Revolving Note, including on the date of such termination, shall
be not less than $1,000,000 (“Interest Threshold Amount”), the Registrant shall have the right to terminate that note and repay, in
cash, all, but not less than all, of the principal amount outstanding under that note, upon not less than ten (10) Business Days
written notice to the Lender by paying to the Lender, in immediately available funds, an amount equal to 100% of the then
outstanding Principal Amount thereof and all accrued and unpaid cash interest and other amounts, costs, expenses due in respect
of the Revolving Note. Notwithstanding the foregoing, if the Registrant has not paid the Interest Threshold Amount, the
Registrant may nonetheless terminate this Note by paying to the Lender the amount provided above, and in addition, by also < br>paying the Lender the difference between the cash interest paid by the Registrant by the Termination Date and the Interest
Threshold Amount.

The Revolving Loan is secured by a lien, more fully described in the Security Agreement, on all the assets of the Registrant and
the assets of its subsidiaries, and is further secured by the pledges and other security interests set forth in the Loan Documents.

3

General Terms of the Loan Documents

The Loan Documents contain various agreements and covenants that limit and control the Registrant’s use or disposition of the
Collateral or other of its assets, limit its ability to engage in various restructuring and other corporate activities, require that the
Registrant maintain certain insurance and require that the Registrant meet and continue to achieve various operational
performance levels during the term of any outstanding loan. Failure to perform on these agreements and covenants could cause
an event of default under the terms and conditions of the Loan Documents.

Pursuant to the terms of the Loan Documents, UPDA and Mr. Timothy Brink, the Registrant’s Chief Executive Offic er and a
member of the board of directors, agreed to execute and provide guarantees for the repayment of the Principal Amount of the
Term Loan and Revolving Loan and for the completion of the other commitments of the Registrant under the terms of the Loan
Documents.

On the Closing Date, and as part of the agreed terms of the Term Loan and Revolving Loan, the Registrant issued Warrants for
the purchase of 8.5 million shares of its common stock to the Lender. The Exercise Price of the Warrants shall be the lowest of (i)
a price equal to 15% less than the average closing bid and ask prices reported on the NASD OTC Bulletin Board for the date of
the Warrant, (b) a price equal to 15% less than the overall mean of the average of the closing bi d and ask prices reported for each
of the thirty trading days immediately preceding the date of the Warrant or (c) $.25 for each Warrant Share. The Warrants expire
on December 11, 2012. Beginning on or after January 1, 2009, and upon the receipt of notice from the Lender, the Registrant
agreed to use its commercially reasonable best efforts to register various shares of common stock, including those received by the
Lender as a result of any foreclosure on collateral resulting from a default under the terms of the Loan Documents, and those
shares underlying the Warrants issued to the Lender. The Registrant’s failure to file such registration statement, or its failure to
cause such registration statement to be declared effective by the SEC, each by certain deadlines, could result in the remittance of
agreed to cash payments to the Lender and could eventually constitute an event of default by the Registrant under the terms and
conditions of the Loan Documents.

The foregoing description of the Loan Documents, and the transactions contemplated thereby, is a summary of terms, is not
intended to be complete and is qualified in its entirety by the complete text of those agreements, copies of which are attached
hereto as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, and 10.9 to this Report.

The proceeds of the Term Loan were used to finance a substantial part of the cash portion of the Purchase Price of the Geer
Capital Stock in the stock purchase transaction between the Registrant and the Geer Sell ers under the terms and conditions of the
SPA, each as described in greater detail in Item 2.01 of this Report below. The proceeds of the Revolving Loan shall be used by
the Registrant for general working capital purposes.

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Section 2. Financial Information

Item 2.01 Completion of Acquisition of Assets

Acquisition of the Capital Stock of Geer Tank Trucks, Inc.

On December 12, 2007 (the “Geer Closing Date”), the Registrant closed a stock purchase transaction (the “Stock Purchase”)
pursuant to the terms and conditions of the Stock Purchase Agreement, dated as of December 11, 2007 (the “SPA”), by and
between Charles Randall Geer, Jana Geer Douglas, Donna Osteen Reich, Jerrye Geer Faltyn, Lori Geer Smith (collectively the
“Geer Sellers”) and the Registrant, whereby the Registrant purchased one hundred percent (100%) of the outstanding capital
stock of Gee r Tank Trucks, Inc. (the “Geer Capital Stock”), a privately held Texas corporation, for an aggregate purchase price of
$5,500,000 (the “Purchase Price”). The Purchase Price was paid by the Registrant in cash.

The Registrant financed a significant portion of the Purchase Price with the proceeds of the Term Loan from Sheridan as
described above in Item 1.01 of this Report. The foregoing descriptions of the SPA is not intended to be complete and it is
qualified in its entirety by the complete text of that agreement, a copy of which is attached as Exhibit 2.1 to this Report.

As part of the terms of the Stock Purchase, at the closing of the Stock Purchase transaction Messrs. Kamal Abdallah, Christopher
McCauley and Timothy Brink were each appointed to t he board of directors of Geer Tank Trucks, Inc. to fill vacancies on that
board caused by the resignations of previous board members. Mr. Brink is the Registrant’s Chief Executive Officer and a member
of its board of directors, and Messrs. Abdallah and McCauley are each members of the Registrant’s board of directors.

Business of Geer Tank Trucks, Inc.

Geer Tank Truck, Inc. (“Geer”) is a private Texas corporation that was incorporated in 1965 and has been in operation since
1945. The main business operations of Geer are the purchase, transport and sales of oil in the State of Texas. The company
operates out of five (5) locations. The company owns two salt water disposal wells and four pipeline terminals with yards located
in Jacksboro, Mineral Wells, Graham, Cisco and Bowie, Texas. The company owns and operates approximately twenty (20) tank
trucks for transporting oil with capacities of one hundred and eighty (180) bbl, and approximately fifty (50) frac tanks. In
addition to oil shipping and trading, Geer provides oil well services such as salt and fresh water removal services and frac tank
rentals. On the Geer Closing Date, Geer had approximately twenty-five (25) employees.

On the Geer Closing Date, the Registrant entered into an employment agreement with Ms. Lori Geer Smith. Under the terms of
her Employment Agreement, Ms. Smith shall have such title and responsibilities as are determined by the Geer board of
directors. Ms. Smith’s Employment Agreement has an in itial term of one (1) year and a base salary of $80,000 per year. Ms.
Smith will be provided with a company car, shall be entitled to participate in all employee benefit plans and shall be entitled to
three months salary in the event that her employment is terminated without cause. Geer shall also reimburse Ms. Smith for all
valid business fuel and telephone expenses.

On the Geer Closing Date, the Registrant also entered into an employment agreement with Mr. Ronnie Smith. Under the terms of
his Employment Agreement, Mr. Smith shall have such title and responsibilities as are determined by the Geer board of directors.
Mr. Smith’s Employment Agreement has an initial term of one (1) year and a base salary of $80,000 per year. Mr. Smith will be
entitled to a car allowance of up to $800 per month, shall be entitled to participate in all employee benefit plans and shall be
entitled to three months salary in the event that his employment is terminated without cause. Geer shall reimburse Mr. Smith for
all valid business fuel and telephone expenses.

5

The foregoing descriptions of Lori Smith and Ronnie Smiths’ Employment Agreements are not intended to be complete and are
qualified in their entirety by the complete text of those agreements, copies of which are attached as Exhibits 10.10 and 10.11 to
this Report.

The Registrant intends to operate Geer as a wholly owned subsidiary of the Registrant.

Section 5. Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

On December 1, 2007 (the “Effective Date”), the Registrant entered into an employment agreement with Tim othy Brink (the
“Brink Employment Agreement”) that has an initial term of three (3) years. Under the Brink Employment Agreement, Mr. Brink
will continue to serve as our President and Chief Executive Officer and a member of our board of directors. Mr. Brink will
receive a base salary of $180,000 per year and will be entitled to a discretionary bonus of up to $600,000 per year. The amount
of Mr. Brink’s bonus will be determined by the board of directors of the Registrant and will be based upon the achievement of
certain financial milestones as determined by the board of directors.

Mr. Brink’s employment agreement would be terminated under the terms of that agreement upon the death or disability of Mr.
Brink. If we terminate Mr. Brinks’s employment for “Cause” (as defined in the agreement) or if Mr. Brink terminates his
employment voluntarily for any reason before the end of the term, Mr. Brink will be entitled to receive his base salary through
the date his employment terminates, plus any pro-rata bonus owed as of that date. If Mr. Brink’s employment is terminated by us
without “Cause” then he will be entitled to receive: (i) base salary through the termination date; (ii) a single sum payment equal
to $1,000,000; and (iii) reimbursement for the cost of up to the first twelve months of continuing group health plan coverage
which Mr. Brink and his covered dependents receive pursuant to COBRA.

On the Effective Date, the Registrant granted Mr. Brink opt ions to purchase ten million (10,000,000) shares of the Registrant’s
common stock under the terms and conditions of the Registrant’s 2007 Stock Option/Stock Issuance Plan (the “Brink Options”).
The Brink Options have a term of ten (10) years and an exercise price of $0.33 per share, the closing per share market price for
the Registrant’s common stock on the date of grant. The shares of common stock underlying the Brink Options shall be restricted
shares on issuance and as such any future sales by Mr. Brink must be pursuant to a then effective registration statement under the
Securities Act of 1933 or be pursuant to a valid exemption from such registration.

The foregoing descriptions of the Brink Employment Agreement is not intended to be complet e and it is qualified in its entirety
by the complete text of that agreement, a copy of which is attached as Exhibit 10.12 to this Report.

Section 8. Other Information.

On November 29, 2007, the Board of Directors of the Registrant approved and adopted the Continental Fuels, Inc. 2007 Stock
Option/Stock Issuance Plan (the "2007 Plan") and reserved 20,000,000 shares of the Registrant’s common stock for future
issuance under the terms of the 2007 Plan. The purpose of the 2007 Plan is to provide a means through which the Registrant and
its subsidiaries may attract, retain and compensate the able and talented employees and consultants that the Registrant will need
to execute its business plan and bring its products to market. On November 30, 2007, the shareholders of the registrant approved
the 2007 Plan.

6

As described in Item 5.02 above, on December 1, 2007, the Board of Directors had issued 10,000,000 options to Mr. Timothy
Brink, the Registrant’s CEO and President, under the 2007 Plan. Such options have a term of ten years and have an exercise price
of $0.33 per share.

The foregoing descriptions of the 2007 Plan is not intended to be complete and it is qualified in its entirety by the complete text
of the 2007 Plan, a copy of which is attached as Exhibit 10.13 to this Report.

Section 9. Financial Statement and Exhibits.

(a) Financial Statements of the Business Acquired

The financial statements responsive to this Item 9(a) shall be filed by an amendment to this Current Report on Form 8-K.

(b) Pro Forma Financial Information

The financial statements responsive to this Item 9(b) shall be filed by an amendment to this Current Report on Form 8-K.

(d) Exhibits.

The following Exhibits are hereby filed as part of this Current Report on Form 8-K:

Exhibit	Description
2.1	Stock Purchase Agreement, dated as of December 11, 2007 by and between Charles Randall Geer, Jana Geer Douglas, Donna Osteen Reich, Jerrye Geer Faltyn, Lori Geer Smith and Continental Fuels, Inc., a Nevada corporation. #
10.1	Loan Agreement, dated as of December 11, 2007, between Continental Fuels, Inc., Universal Property Development and Acquisition Corporation, a Nevada corporation, Timothy Brink and Sheridan Asset Management, LLC, a Delaware limited liability company. #
10.2	Senior Secured Promissory Note of Continental Fuels, Inc., a Nevada corporation, dated December 11, 2007. #
10.3	Senior Secured Revolving Promissory Note of Continental Fuels, Inc., a Nevada corporation, dated December 11, 2007. #
10.4	Security Agreement, dated as of December 11, 2007, by and among Continental Fuels, Inc., a Nevada corporation (the “Company”), the subsidiaries listed on Schedule A hereto (the “Subsidiaries”), Universal Property Development and Acquisition Corporation, a Nevada corporation (“UPDA and the Subsidiaries, collectively, the “Guarantors”) (the Company and the Guarantors are collectively referred to as the “Debtors”), and Sheridan Asset Management LLC, a Delaware limited liability company (“Sheridan” and collectively with each of its endorsees, transferees and assigns, the “Secured Party”), as the holder of the Company’s Secured Term Promissory Note due December 11, 2010 (the “Term Note”) in the original aggregate principal amount of $5,500,000 (the “Term Loan”) and the Company’s Secured Revolving Promissory Note due December 11, 2010 (the “Revolving Note” and collectively with the Term Note, the “Notes”) in the aggregate principal amount of $3,000,000 (the “Revolving Loan” and collectively with the Term Loan, the “Loans”). #

7

10.5	Guaranty Agreement, dated as of December 11, 2007, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of Sheridan Asset Management, LLC (the "Lender") relating to that certain Loan Agreement, dated as of the date hereof (the “Loan Agreement”), by and among Continental Fuels, Inc., a Nevada corporation (the “Company”), Universal Property Development and Acquisition Corporation, a Nevada corporation (“UPDA”), Timothy Brink (“Brink”), a US citizen and resident of the state of Texas, and the Lender as executed by UPDA and Brink in favor of the Lender. #
10.6	Subsidiary Guarantee, dated as of December 11, 2007, made by each of the signatories hereto, in favor of Sheridan Asset Management LLC (the “Lender”) to that certain Loan Agreement, dated as of the date hereof, between Continental Fuels, Inc., Universal Property Development and Acquisition Corporation, Timothy Brink and the Lender as executed. #
10.7	Registration Rights Agreement, made and entered into as of December 11, 2007, between Continental Fuels, Inc., a Nevada corporation, and Sheridan Asset Management, LLC. #
10.8	Common Stock Purchase Warrant, with an issue date of December 11, 2007, for the purchase of 5.5 million shares of the Registrant’s common stock issued to Sheridan Asset Management, LLC, a Delaware limited liability company. #
10.9	Common Stock Purchase Warrant, with an issue date of December 11, 2007, for the purchase of 3 million shares of the Registrant’s common stock issued to Sheridan Asset Management, LLC, a Delaware limited liability company. #
10.10	Employment Agreement by and between Geer Tank Truck, Inc., a Texas corporation, and Lori Geer Smith dated as of December 1, 2007. #@
10.11	Employment Agreement by and between Geer Tank Truck, Inc., a Texas corporation, and Ronnie Smith dated as of December 1, 2007. #@
10.12	Employment Agreement made as of December 1, 2007 by and between Continental Fuels, Inc., a Nevada corporation, and Tim Brink, a resident of the State of Texas. #@
10.13	Continental Fuels, Inc. 2007 Stock Option/Stock Issuance Plan. #@
99.1	Press Release dated December 12, 2007. #
_________________
#  Filed Herewith.
@  Management contract or compensatory plan.

8

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Continental Fuels, Inc. has duly caused this
report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  December 17, 2007

	CONTINENTAL FUELS, INC.
By: /s/	Timothy Brink
	Timothy Brink
	CEO, President, Treasurer

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Exhibit Index

Exhibit	Description
2.1	Stock Purchase Agreement, dated as of December 11, 2007, by and between Charles Randall Geer, Jana Geer Douglas, Donna Osteen Reich, Jerrye Geer Faltyn, Lori Geer Smith and Continental Fuels, Inc., a Nevada corporation. #
10.1	Loan Agreement, dated as of December 11, 2007, between Continental Fuels, Inc., Universal Property Development and Acquisition Corporation, a Nevada corporation, Timothy Brink and Sheridan Asset Management, LLC, a Delaware limited liability company. #
10.2	Senior Secured Promissory Note of Continental Fuels, Inc., a Nevada corporation, dated December 11, 2007. #
10.3	Senior Secured Revolving Promissory Note of Continental Fuels, Inc., a Nevada corporation, dated December 11, 2007. #
10.4	Security Agreement, dated as of December 11, 2007, by and among Continental Fuels, Inc., a Nevada corporation (the “Company”), the subsidiaries listed on Schedule A hereto (the “Subsidiaries”), Universal Property Development and Acquisition Corporation, a Nevada corporation (“UPDA and the Subsidiaries, collectively, the “Guarantors”) (the Company and the Guarantors are collectively referred to as the “Debtors”), and Sheridan Asset Management LLC, a Delaware limited liability company (“Sheridan” and collectively with each of its endorsees, transferees and assigns, the “Secured Party”), as the holder of the Company’s Secured Term Promissory Note due December 11, 2010 (the “Term Note”) in the original aggregate principal amount of $5,500,000 (the “Term Loan”) and the Company’s Secured Revolving Promissory Note due December 11, 2010 (the “Revolving Note” and collectively with the Term Note, the “Notes”) in the aggregate principal amount of $3,000,000 (the “Revolving Loan” and collectively with the Term Loan, the “Loans”). #
10.5	Guaranty Agreement, dated as of December 11, 2007, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of Sheridan Asset Management, LLC (the "Lender") relating to that certain Loan Agreement, dated as of the date hereof (the “Loan Agreement”), by and among Continental Fuels, Inc., a Nevada corporation (the “Company”), Universal Property Development and Acquisition Corporation, a Nevada corporation (“UPDA”), Timothy Brink (“Brink”), a US citizen and resident of the state of Texas, and the Lender as executed by UPDA and Brink in favor of the Lender. #
10.6	Subsidiary Guarantee, dated as of December 11, 2007, made by each of the signatories hereto, in favor of Sheridan Asset Management LLC (the “Lender”) to that certain Loan Agreement, dated as of the date hereof, between Continental Fuels, Inc., Universal Property Development and Acquisition Corporation, Timothy Brink and the Lender as executed. #
10.7	Registration Rights Agreement, made and entered into as of December 11, 2007, between Continental Fuels, Inc., a Nevada corporation, and Sheridan Asset Management, LLC. #
10.8	Common Stock Purchase Warrant, with an issue date of December 11, 2007, for the purchase of 5.5 million shares of the Registrant’s common stock issued to Sheridan Asset Management, LLC, a Delaware limited liability company. #
10.9	Common Stock Purchase Warrant, with an issue date of December 11, 2007, for the purchase of 3 million shares of the Registrant’s common stock issued to Sheridan Asset Management, LLC, a Delaware limited liability company. #

10

10.10	Employment Agreement by and between Geer Tank Truck, Inc., a Texas corporation, and Lori Geer Smith dated as of December 1, 2007. #@
10.11	Employment Agreement by and between Geer Tank Truck, Inc., a Texas corporation, and Ronnie Smith dated as of December 1, 2007. #@
10.12	Employment Agreement made as of December 1, 2007 by and between Continental Fuels, Inc., a Nevada corporation, and Tim Brink, a resident of the State of Texas. #@
10.13	Continental Fuels, Inc. 2007 Stock Option/Stock Issuance Plan. #@
99.1	Press Release dated December 12, 2007. #
_________________
#  Filed Herewith.
@  Management contract or compensatory plan.

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EX-2

Exhibit 2.1

STOCK PURCHASE AGREEMENT

       THIS STOCK PURCHASE AGREEMENT is entered into as of December 11, 2007 by and between
CHARLES RANDALL GEER, JANA GEER DOUGLAS, DONNA OSTEEN REICH, JERRYE GEER FALTYN, AND
LORI GEER SMITH (the “Sellers”), individuals and the owners of 100% of the issued and outstanding shares,
common and/or preferred, of GEER TANK TRUCKS, INC. (the “Company”), and CONTINENTAL FUELS, INC., a
Nevada corporation (the “Purchaser”).

RECITALS

       WHEREAS, the Sellers are the owners and holders of all of the issued and outstanding common and/or
preferred stock in Geer Tank Trucks, Inc., a Texas corporation.

       WHEREAS, all or some of the Sellers are Officers and/or Directors of Geer Tank Trucks, Inc. and they have
each and all agreed to resign those positions in connection with execution of this Agreement

       WHEREAS, all or some of the Sellers are employees of Geer Tank Trucks, Inc. and all or some of them in
addition to certain other employees of the Company have agreed to continue their employment in connection with the
execution of this Agree ment.

       WHEREAS, the Sellers desire to sell the Shares to the Purchaser and the Purchaser desires to purchase
the Shares for the Purchase Price.

AGREEMENT

       The Sellers, the Company and the Purchaser, intending to be legally bound, agree as follows:

SECTION 1. SALE AND PURCHASE OF THE SHARES.

       1.1 Sale and Purchase of the Shares. The Sellers shall sell and deliver the Shares to the Purchaser
and the Purchaser shall acquire the Shares from the Sellers, on the terms and subject to the conditions set forth in
this Agreement.

       1.2 Purchase Price. The Purchaser shall pay the Purchase Price to the Sellers for the Shares on the
date of closing which shall occur by or before December 14, 2007. The total Purchase Price is as follows:

         A. Five Million, Five Hundred Thousand Dollars ($5,500,000.00) Cash in certified funds at
Closing.

       1.3 Earnest Money. Buyer had previously delivered the sum of One Hundred Thousand Dollars
($100,000.00) as and for an earnest money deposit which sum shall be retained by Sellers as and for an agreement
to extend the terms of the previously executed agreement which is hereby modified and replaced by the terms herein
set forth.

SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.

       The Purchaser represents and warrants as follows:

       2.1 Authority, Approval and Enforceability.

         (a) The Purchaser is a corporation duly organized, validly existing and in good standing under
the laws of the State of Nevada and has full corporate power and authority to carry on its business as it is now being
conducted and to own the properties and assets it now owns.

         (b) The Purchaser has full power and authority to execute, deliver and perform its obligations
under this Agreement and all agreements, instruments and documents contemplated hereby, and all actions of the
Purchaser necessary for such execution, delivery and performance have been duly take n.

         (c) This Agreement, when executed and delivered, is a legal, valid and binding obligation of
the Purchaser, and, upon due execution and delivery by the parties thereto, all agreements, instruments and
documents to be executed by the Purchaser in connection with the transactions contemplated hereby will be legal,
valid and binding obligations of the Purchaser, each enforceable against the Purchaser in accordance with its
respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors’ rights generally, and subject to general equity principles and to
limitations on availability of equitable r elief, including specific performance.

       2.2 Compliance with Other Instruments. The execution, delivery, and performance of and
compliance with this Agreement and payment of the Purchase Price pursuant hereto, will not violate any contract or
agreement to which the Purchaser is a party or by which the Purchaser is bound.

       2.3 Litigation. There is no action, suit, proceeding or investigation pending, or currently threatened,
against the Purchaser that questions the validity of this Agreement or the right of the Purchaser to enter into any such
agreement, or to consummate the transactions contemplated hereby.

    &nb sp;  2.4 No Consent Required. No consent, authorization, approval, order, license, certificate or permit or
act of or from, or declaration or filing with, any foreign, federal, state, local or other governmental authority or
regulatory body or any court or other tribunal or any party to any contract, agreement, instrument, lease or license to
which the Purchaser is a party, is required for the execution, delivery or performance by the Purchaser of this
Agreement or any of the other agreements, instruments and documents being or to be executed and delivered
hereunder or in connection herewith or for the consummation of the transactions contemplated hereby.

       2.5 Purchase Entirely for Own Account. This Agreement is made with Purchaser in reliance upon
Purchaser’s representation to the Sellers that the Shares to be received by the Purchaser will be acquired for
investment for such Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and that such Purchaser has no present intention of selling, granting any participation
in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents that Purchaser
does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant
participations to such Person or to any third person, with respect to any of the Shares.

2

       2.6 Disclosure of Information. The Purchaser believes it has received all the information it considers
necessary or appropriate for deciding whether to purchase the Shares. Purchaser further represents that it has had
an opportunity to ask questions and receive answers from the Sellers and Geer Tank Trucks, Inc. regarding the terms
and conditions of the offering of the Shares and the business, properties, prospects and financial condition of Geer
Tank Trucks, Inc.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS

       The Company and the Sellers represent and warrant, to and for the benefit of the Purchaser, as follows:

       3.1 Authority, Approval and Enforceability.

       (a) The Company is a corporation duly organized, validly existing and in good standing under the laws
of the State of Texas and has full corporate power and authority to carry on its business as it is now being conducted
and to own the properties and assets it now owns. The Sellers are natural persons, citizens of the United States of
America and residents of the State of Texas, under no disability and full power and authority to sell and deliver their
shares in the Company.

       (b) The Company and the Sellers have full power and authority to execute, deliver an d perform its
obligations under this Agreement and all agreements, instruments and documents contemplated hereby, and all
actions of the Company and the Sellers necessary for such execution, delivery and performance have been duly
taken.

       (c) This Agreement, when executed and delivered, is a legal, valid and binding obligation of the
Company and the Sellers, and, upon due execution and delivery by the parties thereto, all agreements, instruments
and documents to be executed by the Company and the Sellers in connection with the transactions contemplated
hereby will be legal, valid and binding obligations of the Company and the Sellers, each enforceable against the
Company and the Sellers in accordance with its respective terms, except as enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and
subject to general equity principles and to limitations on availability of equitable relief, including specific performance.

       3.2 Capitalization. As of the date hereof, the authorized capital stock of the Company consists of
1,000,000, shares of Class A Voting Common stock, 14,000 shares of which are issued and outstanding, and
1,000,000 shares of Class B Non-Voting Common stock, 126,000 shares of which are issued and outstanding. All
the outstanding notes, debentures and other debt securitie s of the Company as of December 11, 2007, including the
Notes, and all trade debts of the Company in excess of $10,000 are as follows: NONE. Other than as disclosed
herein, there are currently no options or warrants outstanding which are convertible into shares of the capital stock of
the Company.

3

       3.3 Valid Issuance of Shares. The Shares when sold and delivered in accordance with the terms of
this Agreement for the consideration expressed herein, will be duly and validly issued and outstanding, fully paid and
nonassessable, owned by each of the Sellers free and clear of any liens and encumbrances of any nature
whatsoever and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and
under applicable state and Federal securities laws.

       3.4 No Conflict. The execution and delivery by the company of this Agreement and any other
agreements, instruments and documents to be executed and delivered by t he Company and the Sellers pursuant
hereto do not, and the performance and consummation by the Company and the Sellers of the transactions
contemplated hereby and thereby will not, conflict with or result in any breach or violation of or default, termination,
forfeiture or lien under (or upon the failure to give notice or the lapse of time, or both, result in any conflict with,
breach or violation of or default, termination, forfeiture or lien under) any terms or provisions of any statute, rule,
regulation, judicial or governmental decree, order or judgment, agreement, lease or other instrument to which the
Company and/or the Sellers is a party or to which the Company or its assets are subject that has or is likely to have a
material advers e effect on the Company.

       3.5 Litigation. There is no action, suit, proceeding or investigation pending, or currently threatened,
against the Company and/or the Sellers, other than as disclosed herein, including any such action, suit, proceeding or
investigation that questions the validity of this Agreement or the right of the Company or the Sellers to enter into any
such agreement, or to consummate the transactions contemplated hereby.

       3.6 No Consent Required. No consent, authorization, approval, order, license, certificate or permit or
act of or from, or declaration or filing with, any foreign, federal, state, local or other governmental authority or
regulatory body or any court or other tribunal or any party to any contract, agreement, instrument, lease or license to
which the Company or the Sellers is a party or to which the Company or the Sellers is subject that has or is likely to
have a material adverse effect on the Company, is required for the execution, delivery or performance by the
Company or the Sellers of this Agreement or any of the other agreements, instruments and documents being or to be
executed and delivered hereunder or in connection herewith or for the consummation of the transactions
contemplated hereby.

       3.7 The Sellers hereby waive any and all dividends, interest, increments and claims which may be due
from the Company from the shares of stock being sold hereby or otherwise.

       3.8 The Company has incurred no liabilities, obligations or commitments of any nature, kind or
description, except such liabilities or commitments which may be listed on the books and records of the Company.
The Company and the Sellers warrant and represent that they have disclosed all material information and that the
books and records of the Company and all other information provided to Purchaser are accurate and up to date.

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SECTION 4. FURTHER AGREEMENTS.

       4.1 Stock Liquidation. It is agreed that the Sellers, as the recipients of certain shares of stock in the
Purchaser as and for a portion of the Purchase Price, shall limit their liquidation and/or sale of such stock to no more
than 5,000 shares in any trading day and 25,000 shares in any trading week and the Sellers shall execute any
documents and submit any records as Purchaser may reasonably request in order to ensure compliance with such
limitation.

       4.2 Board Matters. The Company represents that it has obtained and is in possession of the
resignations of Charles R andall Geer, Jana Geer Douglas, Donna Osteen Reich, Jerrye Geer Faltyn, and Lori Geer
Smith as members of the Board of Directors and/or as Officers of the Company, contingent on sale of the shares and
receipt by the Sellers of the Purchase Price. Upon close of this transaction, the Company shall accept the
resignations of all officers and directors except the resignation of Lori Geer Smith as a member of the board. As the
sole remaining director after the close, Lori Geer Smith shall immediately appoint Kamal Abdallah, Timothy Brink and
Christopher McCauley to the vacancies on the Board of Directors after which time the Company shall accept Lori
Geer Smith’s resignation from the board.

        4.3 Noncompetition Agreements/Employment Agreements. At the Closing, the Sellers and any
and all officers, directors and/or employees of the Company designated by Purchaser shall execute Noncompetition
Agreements in such form as is attached hereto as Exhibit A. In addition, certain officers, directors and/or employees
of the Company as designated by Purchaser shall execute Employment Agreements in such form as the parties may
agree.

       4.4 Continuation of Business. Upon execution hereof and until the Closing, the Sellers and the
Company shall continue to operate the business in its normal course, making no expenditure, entering into no
obligation and disposing of no asset valued in exc ess of Ten Thousand Dollars ($10,000.00) outside the ordinary
course of business without Purchaser’s prior approval. The Company shall not issue and the Sellers shall not receive
any dividend or distribution of funds or assets during this time.

SECTION 5. MISCELLANEOUS PROVISIONS

       5.1 Governing Law. This Agreement shall be governed in all respects by the laws of the State of
Nevada as such laws are applied to agreements between corporations organized and existing under Nevada law.

       5.2 Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or
remedy accruing to any party, upon any breach , default or noncompliance by another party under this Agreement,
shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach, default or
noncompliance, or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter
occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character of any breach,
default or noncompliance under this Agreement or any waiver of any provisions or conditions of the agreement must
be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under
this Agreement or otherwise afforded to any party, shall be cumulative and not alternative.

5

       5.3 Notices. All notices, requests, demands and other communications required or permitted under
this Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly
given, made and received on the date when delivered by hand delivery with receipt acknowledged, or upon the next
business day following receipt of telex or telecopy transmission, or upon the third day after deposit in the United
States mail, registered or certified with postage prepaid, return receipt requested, addressed as set forth below or at
such other address as a party may designate by ten (10) days advance written notice to the other party hereto:

If to the Sellers:

Geer Tank Trucks, Inc.

Attn:Lori Smith

PO Drawer J

Jacksboro, TX 76458

If to the Company:

Geer Tank Trucks, Inc.

Attn:Lori Smith

PO Drawer J

Jacksboro, TX 76458

If to the Purchaser:

Continental Fuels, Inc.

Attn: Tim Brink, CEO

9901 IH 10 West, Suite 800

San Antonio, Texas 78230

       5.4 Assignment: Binding upon Successors and Assigns. Neither party hereto may assign any of
its rights or obligations hereunder without the prior written consent of the other party hereto. This Agreement will be
binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

       5.5 Amendment and Waivers. Any term or provision of this Agreement may be amended, and the
observance of any term of this Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively) only by a writing signed by the party to be bound thereby. The waiver by a party of any
brea ch hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or
any succeeding breach or default.

       5.6 Expenses. Each party will bear its respective expenses and legal fees incurred with respect to this
Agreement, and the transactions contemplated hereby.

6

       5.7 Further Assurances. Each party agrees to cooperate fully with the other parties and to execute
such further instruments, documents and agreements and to give such further written assurances as may be
reasonably requested by any other party to evidence and reflect the transactions described herein and contemplated
hereby and to carry into effect the intents and purposes of this Agreement.

       5.8 Entire Agreement. This Agreement hereby modifies and replaces any other agreement previously
executed by the parties and the exhibits hereto constitute the entire understanding and agreement of the parties
hereto with respect to the subject matter here of and supersede all prior and contemporaneous agreements or
understandings, inducements or conditions, express or implied, written or oral, between the parties with respect
hereto, which shall remain in full force and effect. The express terms hereof control and supersede any course of
performance or usage of the trade inconsistent with any of the terms hereof.

       5.9 Survival. The representations, warranties, covenants and agreements made herein shall survive
any investigation made and the closing of the transactions contemplated hereby. All statements as to factual matters
contained in any certificate or other instrument delivered by or on behalf of the Purchaser pursuant hereto in
connec tion with the transactions contemplated hereby shall be deemed to be representations and warranties by the
Purchaser hereunder solely as of the date of such certificate or instrument.

       5.10 Attorneys’ Fees. In the event that any dispute among the parties to this Agreement should result
in litigation, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and
expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without
limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation,
all fees, costs and expenses of appeals.

&n bsp;      5.11 Brokers and Finders. The Purchaser has no knowledge of any person who will be entitled to or
make a claim for payment of any finder fee or other compensation as a result of the consummation of the
transactions contemplated by this Agreement. Sellers and Company shall be solely responsible for the payment of
any and brokers’ fees relative to this transaction.

       5.12 Titles and Subtitles. The titles of the sections and subsections of the Agreement are for
convenience of reference only and are not to be considered in construing this Agreement.

       5.13 Severability. If any provision of this Agreement, or the application thereof , will for any reason and
to any extent be invalid or unenforceable, the remainder of this Agreement and application of such provision to other
persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties
further agree to replace such void or enforceable provision of this Agreement with a valid and enforceable provision
that will achieve, to the greatest extent possible, the economic, business and other purposes of the void or
enforceable provision.

       5.14 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.
< br>

(THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)

7

       The parties hereto have caused this Agreement to be executed and delivered this 11^th day of December,
2007.

PURCHASER:

CONTINENTAL FUELS, INC.


By: _______________________________________
Timothy Brink, CEO

COMPANY:
GEER TANK TRUCKS, INC.


By:_______________________________________
Lori Geer Smith, President & Chief Executive Officer

SELLERS:


__________________________________________
CHARLES RANDALL GEER


__________________________________________
JANA GEER DOUGLAS


__________________________________________
DONNA OSTEEN REICH


__________________________________________
JERRYE GEER FALTYN


__________________________________________
LORI GEER SMITH

8

EX-10

Exhibit 10.1

LOAN AGREEMENT

       This Loan Agreement (this “Agreement”) is dated as of December 11, 2007 among Continental Fuels, Inc.,
a Nevada corporation whose principal place of business is located at 9901 Interstate Highway 10 West, Suite 800,
San Antonio, TX 78230 (the “Company”), Universal Property Development and Acquisition Corporation, a
Nevada corporation whose principal place of business is located at 14255 US HWY 1, Suite 209, Juno Beach, FL
33408 (“UPDA”), Timothy Brink (“Brink”), a US citizen and resident of the state of Texas, whose primary residence
is 19206 Gray Bluff Cove, San Antonio, TX 78258 (UPDA and Brink, collectively, the “Guarantors”), and Sheridan
Asset Management, LLC, a Delaware limited liability company whose principal place of business is located at 1025
Westchester Avenue, Suite 311, White Plains, NY 10604 (the “Lender”).

       WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to borrow,
and the Lender desires to lend to the Company, certain funds as more fully described in this Agreement.

       NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for
other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company
and the Lender agr ee as follows:

ARTICLE I.

DEFINITIONS

       1.1  Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are
not otherwise defined herein have the meanings given to such terms in either the Term Note or Revolving Note, as
applicable (as defined herein), and (b) the following terms have the meanings indicated in this Section 1.1:

         “Account Control Agreements” means those certain account control agreements, dated as of the
date hereof, by and among the Company, or Geer, as the case may be, the Lender and Wachovia Bank, National
Association with respect to each Controlled Account set forth on Schedule B, as the same may be amended,
modified or restated from time to time.

         “Action” shall have the meaning ascribed to such term in Section 3.1(h).

         “Advance” means any loan or extension of credit by the Lender to the Company under the
Revolving Loan for the account of the Company.

         “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls
or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule
144 under the Securities Act. With respect to the Lender, any investment fund or managed account tha t is managed
on a discretionary basis by the same investment manager as the Lender will be deemed to be an Affiliate of the
Lender.

         “Business Day” means any day except Saturday, Sunday and any day which shall be a federal
legal holiday in the United States or a day on which banking institutions in the State of New York are authorized or
required by law or other government action to close.

         “Closing” means the closing of the Loans pursuant to Section 2.1.

         “Closing Date” means the Business Day when all of the Transaction Documents have been
executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Lender’s obligations
to deliver the Term Loan Amount and all or a portion of the Revolving Loan Amount and (ii) the Company’s
obligations to deliver the Notes, have been satisfied or waived.

         “Common Stock” means the common stock of the Company, par value $.001, and any securities
into which such common stock shall hereinafter have been reclassified into.

         “Consent” means the consent from the Lender to UPDA in the form of Exhibit F.

         “Counsel” means, collectively: (a) McGuireWoods LLP, special New York counsel to UPDA and
the Company; (b) Kummer Kaempfer Bonner Renshaw & Ferrario, special Nevada counsel to UPDA and the
Company; and (c) McGinnis, Lochridge & Kilgore, L.L.P., special Texas counsel to UPDA and the Company.

         “Deed of Trust” shall mean the deed of trust in favor of the Lender secured by the property listed on
Schedule C attached hereto.

         “Disclosure Schedules” shall have the meaning ascribed to such term in Section 3.1 hereof.

         “Funded Purchase Price” shall mean that portion of the Term Loan funded by the Lender as
provided in Section 4.4(iii) to be applied to the purchase price for Greer.

         “GAAP” shall have the meaning ascribed to such term in Section 3.1(f) hereof.

         “Geer” shall mean Geer Tank Trucks, Inc.

         “Geer Sellers” shall mean Charles Randall Geer, Ja na Geer Douglas, Dona Osteen Reich, Jerrye
Geer Faltyn and Lori Geer Smith.

         “Guaranties” means those certain Guaranty Agreements in the form of Exhibits E-1 and E-2 hereto
given by each of the Guarantors.

         “Guarantor Shares” means the shares of Common Stock and Preferred Stock pledged

by UPDA to the Lender pursuant to the Security Agreement.

         “Intellectual Property Rights” shall have the meaning ascribed to such term in Section 3.1(m).

         “Liens” means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right
or other restriction.

         “Loan Amount” means the sum of the Term Loan Amount and the Revolving Loan Amount.

         “Loans” means the Term Loan and Revolving Loan.

2

         “Loan Party” means any of the Company, the Subsidiaries and the Guarantors.

         “Material Adverse Effect” shall have the meaning assigned to such term in Section 3.1(a) hereof.

         “Material Permits” shall have the meaning ascribed to such term in Section 3.1(k).

         “Notes” means the Term Note and Revolving Note.

         “1980 Geer Judgment” means the judgment lien in the amount of $714.35 encumbered on the real
property located in Jack County, Texas, fil ed for record October 5, 1990, recorded in Volume L, Page 431, Abstract of
Judgment Records of Jack County, Texas.

         “1990 Geer Judgment” means the judgment lien in the amount of $5,091.00 encumbered on the
real property located in Young County, Texas, filed for record April 4, 1980, in Volume 15, Page 521, Abstract of
Judgment Records, Young County, Texas.

         “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision
thereof) or other entity of any kind .

         “Pledged Shares” shall mean the shares of capital stock of the Subsidiaries pledged to the Lender
by the Company pursuant to the Security Agreement.

         “Preferred Stock” shall mean the Company’s preferred stock, par value $.0001, and any other
classes of preferred stock authorized or outstanding.

         “Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation,
an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

          “Registration Rights Agreement” means that certain Registration Rights Agreement dated the date
hereof, between the Lender and the Company.

         “Revolving Loan” shall have the meaning ascribed to such term in Section 2.1.

         “Revolving Loan Amount” shall have the meaning ascribed to such term in Section 2.1.

         “Revolving Note” means the Senior Secured Revolving Promissory Note in the Revolving Loan
Amount due on the Maturity Date issued by the Company to the Lender hereunder, in the form of Exhibit A-1.

    &nbs p;    “Rule 144” means Rule 144 promulgated by the Securities and Exchange Commission pursuant to
the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Securities and Exchange Commission having substantially the same effect as such Rule.

         “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.

3

         “Security Agreement” means the Security Agreement, dated the date hereof, among the Company,
the Lender and any and all of the Company’s Subsidiaries, in the form of Exhibit B attached hereto.

         “Security Documents” means the Security Agreement, any Subsidiary Guarantee(s), the
Guaranties, Deed of Trust, and any other documents and filings required thereunder in order to grant the Lenders a
perfected security interest in all of the assets of the Company and the property pledged or encumbered by the
Guaranties, Deed of Trust, including but not limited to all UCC-1 filing receipts, the Guarantor Shares and the
Pledged Shares.

         “Subordination Agreement” means that certain Subordination Agreement, dated the date hereof,
between the Lender, UPDA, and Brainard Management Associates, Inc.

         “Subsidiary” means a corporation, partnership, limited liability company, trust, unincorporated
organization, association or joint stock company (i) which is organized under the laws of the United States or any
State thereof; (ii) which conducts substantially all of its business and has substantially all of its assets within the
United States and (iii) of which more than fifty percent (50%) of its outstanding voting stock of every class (or other
voting equity interest) is owned by the Company or one or more of its Subsidiaries. The Company’s Subsidiaries as
of the Closing Date are listed on Schedule A hereto.

         “Subsidiary Guarantee(s)” means the Subsidiary Guarantee(s) executed by each of the
Subsidiaries, in the form of Exhibit C attached hereto.

         “Term Loan” shall have the meaning ascribed to such term in Section 2.1.

         “Term Loan Amount” shall have the meaning ascribed to such term in Section 2.1.

         “ Term Note” means the Senior Secured Term Promissory Note in the Term Loan Amount due on
the Maturity Date issued by the Company to the Lender hereunder, in the form of Exhibit A-2.

         “Transaction Documents” means this Agreement, the Term Note, the Revolving Note, the Security
Documents, the Registration Rights Agreement, the Warrants, the Subordination Agreement, and any other
documents or agreements executed in connection with the transactions contemplated hereunder or required to be
executed pursuant to the terms of any Transaction Document.

         “Warrants” means those certain Warrant Agreements, dated the date hereof, issued b y the
Company to the Lender, in the forms of Exhibit D-1 and D-2.

ARTICLE II.

LOANS

       2.1 Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein and in
the Notes, concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to
borrow, and the Lender agrees to make:

         (a) a term loan to the Company (the “Term Loan”), in the aggregate maximum principal amount of
FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($5,500,000) (“Term Loan Amount”); and

4

         (b) revolving loans to the Company (the “Revolving Loan”), in an aggregate amount up to THREE
MILLION DOLLARS ($3,000,000) as requested by the Company from time to time (“Revolving Loan Amount”).

       Each of the Term Loan and the Revolving Loan shall be secured by a lien, more fully described in the
Security Agreement, on all assets of the Company and any and all Subsidiaries, and secured by the pledges,
mortgages and other security interests set forth in the Security Documents.

       Subject to the terms of the Transaction Documents (A) at the Closing of the Term Loan, the Lender shall (i)
deliver to the Geer Sellers, via wire transfer of immediately available funds, an amount equal to the Funded Purchase
Price, and (ii) deliver the balance of the Term Loan Amount to the parties set forth on Schedule 4.4 to fund Lender’s
fees and expenses pursuant to Section 4.4(a) and (iii) deliver to the Company the other items set forth in Section
2.2(b), and the Company shall deliver to the Lender (I) the Term Note and (II) the other items set forth in Section
2.2(a) and (B) at the Closing of the Revolving Loan the Lender shall (i) deliver to Company any Advances requested
by Company pursuant to a Notice of Borrowing delivered at the Closing of the Revolving Loan and (ii) deliver to the
Company the other items set forth in Section 2.2(b), and the Company sh all deliver to the Lender (I) the Revolving
Note and (II) the other items set forth in Section 2.2(a). Upon satisfaction of the conditions set forth in Section 2.2,
the Closing shall occur at the offices of the Lender, or such other location as the parties shall mutually agree.

       2.2 Deliveries

         a) On the Closing Date, the Company shall deliver to the Lender with respect to each of the
Term Loans and the Revolving Loan the following:

           (i) this Agreement duly executed by the Company;

           (ii) the Notes duly executed by the Compa ny;

           (iii) the Security Agreement, duly executed by the Company, along with all of the
Security Documents;

           (iv) the Warrants, duly executed by the Company;

           (v) the Registration Rights Agreement, duly executed by the Company;

           (vi) the Subordination Agreement, duly executed by UPDA, Dion Lorenzo and
Brainard Management Associates, Inc.;

           (vii) the Account Control Agreements, duly executed by the Company and Geer;

           (viii) legal opinions of Counsel in form and substance satisfactory to the Lender;

           (ix) evidence satisfactory to the Lender, in its discretion, as to the Company’s entry
into definitive agreements to acquire 100% of the outstanding capital stock of Geer;

5

           (x) such additional authorization as Lender may request directing the Lender to
disburse the Term Loan Amount and Revolving Loan Amount as provided pursuant to Section 4.4 hereof for payment
of all fees and expenses of Lender in connection with the Transaction Documents as provided in such Section;

           (xi) evidence satisfactory to Lender of application for key man insurance policies for
Brink;

           (xii) a Borrowing Base Certificate for the date of the Closing;

           (xiii) a Notice of Borrowing with respect to any Advance s requested for funding
pursuant to the Revolving Note on the Closing Date; and

           (xiv) the Consent.

         (b) On the Closing Date, the Lender shall deliver to the Company with respect to each of the
Term Loan and the Revolving Loan the following:

           (i) the Term Loan Amount, disbursed in accordance with Section 4.4(a) hereof;

           (ii) any Advances under the Revolving Loan requested by the Company pursuant to
a Notice of Borrowing delivered at the Closing, disbursed in accordance with Section 4.4(b) hereof;

           (iii) this Agreement duly executed by the Lender;

           (iv) the Security Agreement, duly executed by the Lender;

           (v) the Registration Rights Agreement, duly executed by the Lender;

           (vi) the Subordination Agreement, duly executed by the Lender;

           (vii) the Account Control Agreements, duly executed by the Lender; and

           (viii) the Consent.

       2.3 Closing Conditions on the Closing Date.

         a) The obligations of the Company hereunder in connection with the Closing of each of the
Term Loan and the Revolving Loan are subject to the following conditions being met:

           (i) the accuracy in all material respects when made and on the Closing Date of the
representations and warranties of the Lender contained herein;

6

           (ii) all obligations, covenants and agreements of the Lender required to be
performed at or prior to the Closing Date shall have been performed; and

           (iii) the delivery by the Lender of the items set forth in Section 2.2(b) of this
Agreement.

         b) The obligations of the Lender hereunder in connection with the Closing are subject to the
following conditions being met:

           (i) the accuracy in all material respects on the Closing Date of the representations
and warranties of the Company contai ned herein;

           (ii) all obligations, covenants and agreements of the Company required to be
performed at or prior to the Closing Date shall have been performed;

           (iii) the Lender shall be satisfied with the results of its due diligence investigation of
the Company and Geer;

           (iv) Lori Smith and Geer shall execute an employment agreement (including non-
compete provisions) that is satisfactory to the Lender;

           (v) Brink and the Company shall execute an employment agreement (including non-
compete provisions) that is satisfactory to the Lender;

           (vi) the Lender shall be satisfied with the Company’s current and projected uses of
cash;

           (vii) the delivery by the Company of the items set forth in Section 2.2(a) of this
Agreement;

           (viii) the Company shall have no outstanding indebtedness (other than Permitted
Indebtedness) or Liens (other than Permitted Liens); and

           (ix) No banking moratorium have been declared either by the United States, Nevada,
Texas or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or
other national or international calamity of such magnitude in its effect on, or any material adverse change in, any
financial markets which, in each case, in the reasonable judgment of the Lender, makes it impracticable or
inadvisable to make either of the Loans at the Closing.

7

       2.4 Conditions to Subsequent Advances. Subsequent Advances shall be conditioned upon the
following conditions and each request by the Company for an Advance shall constitute a representation by the
Company to the Lender that each condition has been met or satisfied:

         (a) All representations and warranties of the Company contained herein and in the
Transaction Documents shall be true at and as of the date of such Advance as if made on such date, except for
representation or warranties that reference a specific date, which shall be true as of such date, and each request for
an Advance shall constitute reaffirmation by the Company that such repres entations and warranties are then true;

         (b) No condition or event shall exist or have occurred at or as of the date of such Advance
which would constitute an Event of Default hereunder;

         (c) The Lender shall have received all certificates, including an applicable Notice of
Borrowing, a then-current Borrowing Base Certificate, authorizations, affidavits, schedules and other documents
which are provided for hereunder or under the Transaction Documents, or which Lender may reasonably request;
and

         (d) There shall have been no Material Adverse Effect with respect to the Company since the
Closing Date.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

       3.1 Representations and Warranties of the Company. Except as set forth in the Disclosure Schedule,
which Disclosure Schedule shall be deemed a part hereof, the Company hereby makes the representations and
warranties set forth below to the Lender, in each case, as of the Closing Date:

         (a) Organization and Qualification. Each of the Company, UPDA and each Subsidiary is an
entity duly incorporated, validly existing and in good standing under the laws of the State of Nevada, with the requisite
power and authority to own and use its properties and assets and to carry on its business as currently conducted.
Neither the Company, UPDA nor any Subsidiary is in violation or default of any of the provisions of its certificate of
incorporation, bylaws or other organizational or charter documents. Each of the Company, UPDA and each
Subsidiary is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in
each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification
necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or
reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of any
Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or
financial condition of the Company and its Subsidiaries, taken as a whole, or (iii) a material adverse effect on its
ability to perform in any material respect on a timely basis its obligations under any Transaction Document to which it
is a party (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such
jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or
qualification.

         (b) Authorization; Enforcement. Each of the Company, UPDA and each Subsidiary has the
requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of
the Transaction Documents to which it is a party and otherwise to carry out its respective obligations thereunder. The
execution and delivery of each of the Transaction Documents to which it is a party by each of the Company, UPDA
and each Subsidiary and the consummation by it of the transactions contemplated thereby have been duly authorized
by all necessary action on the part thereof and no further action is required thereby in connection therewith. Each
Transaction Document has been (or upon delivery will have been) duly executed by each of the Loan Parties
signatory thereto, and, when delivered in accordance with the terms hereof, will constitute the valid and binding
obligation of each such Loan Party enforceable against such Loan Party in acc ordance with its terms.

8

         (c) No Conflicts. The execution, delivery and performance of the Transaction Documents by
each Loan Party signatory thereto and the consummation by such Loan Party of the other transactions contemplated
thereby do not and will not: (i) as to any Loan Party that is not a natural person, conflict with or violate any provision
of such Loan Party’s certificate of incorporation, bylaws or other organizational or charter documents, or (ii) conflict
with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result
in the creation of any Lien (other than a Lien in favor of the Lender as contemplated by the Transaction Documents)
upon any of the properties or assets of such Loan Party, or give to others any rights of termination, amendment,
acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or
other instrument (evidencing a Loan Party debt or otherwise) or other understanding to which such Loan Party is a
party or by which any property or asset of such Loan Party is bound or affected, in each case, relating to a material
obligation of such Loan Party, or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment,
injunction, decree or other restriction of any court or governmental authority to which such Loan Party is subject
(including federal and state securities laws and regulations), or by which any propert y or asset of such Loan Party is
bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be
expected to result in a Material Adverse Effect.

         (d) Filings, Consents and Approvals. No Loan Party is required to obtain any consent,
waiver, authorization or order of, give any notice to, or make any filing or registration with (except for filings
contemplated by the Security Documents), any court or other federal, state, local or other governmental authority or
other Person in connection with its execution, delivery and performance of the Transaction Documents.

         (e) Capitalization. The capitalization of the Company is as set forth in the Capitalization
section of the Disclosure Schedule. Other than as set forth on the Disclosure Schedule, the Company has no
indebtedness. The Company has not issued any capital stock not reflected on the Disclosure Schedule. No Person
has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the
transactions contemplated by the Transaction Documents. Except as set forth in the Disclosure Schedule, there are
no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to
subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements
by which the Company is or may become bound to issue additional shares of Common Stock, or securities or rights
convertible or exchangeable into shares of Common Stock. The issuance and sale of the Notes will not obligate the
Company to issue shares of Common Stock or other securities to any Person and will not result in a right of any
holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. All of
the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been
issued in compliance with all federal and state securities laws, and none of such outst anding shares was issued in
violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or
authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and
sale of the either the Term Note or the Revolving Note. There are no stockholders agreements, voting agreements or
other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the
knowledge of the Company, between or among any of the Company’s stockholders.

9

         (f) Financial Condition. The Company has heretofore furnished to the Lender the
consolidated audited balance sheet of the Company as at December 31, 2006 and the related consolidated audited
statement of income for the fiscal year ended on said date, the consolidated unaudited balance sheet of the
Company as at September 30, 2007 and the related consolidated unaudited statement of income for the nine month
period ended on said date (the “Financial Statements”). The Financial Statements of the Company have been
prepared in accordance with United States generally accepted accounting principles applied on a consistent basis
during the periods involved (“GAAP ”), except as may be otherwise specified in such financial statements or the notes
thereto and except that unaudited Financial Statements may not contain all footnotes required by GAAP, and fairly
present in all material respects the financial position of the Company as the case may be, as of and for the dates
thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited
statements, to normal, immaterial, year-end audit adjustments.

         (g) Material Changes. Since the date of its latest audited financial statements, (i) there has
been no event, occurrence or development that has had or that could reasonably be expected to result in a Material
Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade
payables and accrued expenses incurred in the ordinary course of business consistent with past practice and
liabilities set forth in the Disclosure Schedule and (B) liabilities not required to be reflected in the Company’s financial
statements pursuant to GAAP, (iii) the Company has not altered its method of accounting, (iv) the Company has not
declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or
made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any
equity securities to any officer, director or Affiliate, except pursuant t o existing Company stock option plans.

         (h) Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation
pending or, to the knowledge of any Loan Party, threatened against or affecting any Loan Party, or any of its
properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal,
state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity
or enforceability of any of the Transaction Documents or (ii) could, if there were an unfavorable decision, have or
reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any directo r or officer
thereof is or has been the subject of any Action involving a claim of violation of or liability under federal or state
securities laws or a claim of breach of fiduciary duty.

         (i) Labor Relations. No material labor dispute exists or, to the knowledge of any Loan Party,
is imminent with respect to any of the employees of the Company, UPDA or any Subsidiary which could reasonably
be expected to result in a Material Adverse Effect.

         (j) Compliance. No Loan Party (i) is in default under or in violation of (and no event has
occurred that, with notice or lapse of time or both, would result in a default by such Loan Pa rty under), nor has such
Loan Party received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit
agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound,
in each case, relating to a material obligation to be made thereunder by such Loan Party (whether or not such default
or violation has been waived), (ii) is in violation of any order of any court, arbitrator or governmental body, and (iii) is
or has been in violation of any statute, rule or regulation of any governmental authority, including without limitation all
foreign, federal, state and local laws applicable to its business except in each case as could not have a Material
Adverse Effect.

10

         (k) Regulatory Permits. Each Loan Party that is not a natural person possesses all
certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities
necessary to conduct its businesses, except where the failure to possess such permits could not have or reasonably
be expected to result in a Material Adverse Effect (“Material Permits”), and the Company has not received any notice
of proceedings relating to the revocation or modification of any Material Permit.

         (l) Title to Assets. Each Loan Party has good and marketable title in fee simple to all real
prop erty it owns and good title in all personal property and other tangible or intangible assets it owns, in each case
free and clear of all Liens, except for a Lien on the assets of the Company, in favor of UPDA that is subordinated to
the Company’s obligation to the Lender under the Transaction Documents pursuant to the Subordination Agreement
and other Permitted Liens. Any material real property and facilities held under lease by any Loan Party is held under
valid, subsisting and enforceable leases of which such Loan Party is in compliance in all material respects.

         (m) Patents and Trademarks. Each Loan Party that is not a natural person has, or has rights
to use, all patents, patent applications, trademarks, trad emark applications, service marks, trade names, copyrights,
licenses and other similar rights necessary or material for use in connection with its respective businesses and which
the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). No Loan
Party that is not a natural person has received a written notice that the Intellectual Property Rights used by such Loan
Party violates or infringes upon the rights of any Person. To the knowledge of each Loan Party that is not a natural
person, all its Intellectual Property Rights are enforceable and there is no existing infringement by another Person of
any of the Intellectual Property Rights of others.

          (n) Insurance. Each of the Company and UPDA is insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in
which such is engaged. To the best of each such Loan Party’s knowledge, its insurance contracts and policies are
accurate and complete. No such Loan Party has reason to believe that it will not be able to renew its existing
insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be
necessary to continue its business without a significant increase in cost.

         (o) Transactions With Affiliates and Employees. None of the of ficers or directors of the
Company and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is
presently a party to any transaction with the Company or any Subsidiary (other than for services as employees,
officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services
to or by (other than for services as employees, officers and or directors), providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any officer, director or such employee or, any entity in
which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner,
in each case in excess o f $10,000.

11

         (p) Internal Accounting Controls. The Company maintains a system of internal accounting
controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with
management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of
financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted
only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for
assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to
any differences.

         (q) Certain Fees. Except as set forth on Schedule 3.1(q), no brokerage or finder’s fees or
commissions are or will be payable by any Loan Party to any broker, financial advisor or consultant, finder, placement
agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement.
The Lender shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of
other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions
contemplated by this Agreement.

         (r) Private Placement. Assuming the accuracy o f the Lender’s representations and
warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the
Notes by the Company to the Lender as contemplated hereby.

         (s) Investment Company. The Company is not, and is not an Affiliate of, and immediately
after receipt of payment for the Notes, will not be or be an Affiliate of, an “investment company” within the meaning of
the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it
will not become subject to the Investment Company Act.

         (t) Sophisticated Borrower. The Company has assets of at least $2,000,000 in value as
reflected in its financial statements dated not more than ninety (90) days prior to the date of this Agreement which
financial statements have been prepared in accordance with generally accepted accounting principles, and the
Company and the Guarantors by reason of their business and financial experience, or that of their professional
advisors, have the capacity to protect their own interests and the interests of the Company in connection with the
Loans.

         (u) Rule 144. In the event that the Lender forecloses on the Guarantor Shares pursuant to
the Security Documents, the Guarantor Shares will be eligible for resale by th e Lender pursuant to Rule 144(k)
without increasing the otherwise applicable holding period.

         (v) Application of Takeover Protections. The Company and its Board of Directors have taken
all necessary action, if any, in order to render inapplicable any control share acquisition, business combination,
poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the
Company’s Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or
could become applicable to the Lender as a result of the Lender and the Company fulfilling their obligations or
exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s
issuance of the Notes and the Lender’s ownership of the Notes.

12

         (w) Disclosure. All written disclosure provided to the Lender regarding each of the Loan
Parties, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to
this Agreement, furnished by or on behalf of the Company with respect to the representations and warranties made
herein are true and correct with respect to such representations and warranties and, taken as a whole, do not
contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the
statements made therein, in light of the circumstances under which they were made, not misleading. The Company
acknowledges and agrees that the Lender does not make and has not made any representations or warranties with
respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

         (x) Federal Reserve Regulations. No Loan Party is engaged in the business of extending
credit for the purpose of buying or carrying Margin Stock within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System, and no part of the proceeds of any advance will be used, whether directly
or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of, or that is
inconsistent with, the provisions of the Regulations of the Board of Governors of the Federal Reserve System,
including, to the extent applicable, Regulation U and Regulation X.

         (y) Solvency. Based on the financial condition of each Loan Party as of the Closing Date
after giving effect to the receipt by the Company of the proceeds from the sale of the Notes hereunder and the
application of the proceeds thereof, (i) the fair saleable value of such Loan Party’s assets exceeds the amount that
will be required to be paid on or in respect of its existing debts and other liabilities (including known contingent
liabilities) as they mature; (ii) such Loan Party’s assets do not constitute unreasonably small capital to carry on its
business for the current fiscal year as now conducted and as proposed to be conducted including its capital needs
taking into account the particular capital requirements of its business, and projected capital requirements and capital
availability thereof; and (iii) such Loan Party’s current cash flow, together with the proceeds it would receive, were it
to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all
amounts on or in respect of its debt when such amounts are required to be paid. No Loan Party intends to incur
debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be
payable on or in respect of its debt). No Loan Party has knowledge of any facts or circumstances which lead it to
believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction
within one year from the Closing Date. The Financial Statements of the Company set forth as of the dates thereof all
outstanding secured and unsecured Indebtedness of the Company or for which the Company has commitments. For
the purposes of this Agreement, “Indebtedness” shall mean (a) any liabilities for borrowed money or amounts owed
other than trade accounts payable incurred in the ordinary course of business, (b) all guaranties, endorsements and
other contingent obligations in respect of Indebtedness of others, whether or not the same are or should be reflected
in the Company’s balance sheet (or the notes t hereto), except guaranties by endorsement of negotiable instruments
for deposit or collection or similar transactions in the ordinary course of business; and (c) the present value of any
lease payments due under leases required to be capitalized in accordance with GAAP.

         (z) Tax Status. Except for matters that would not, individually or in the aggregate, have or
reasonably be expected to result in a Material Adverse Effect, the Company has filed all necessary federal, state and
foreign income and franchise tax returns and has paid or accrued all taxes shown as due thereon, and the Company
has no knowledge of a tax deficiency which has been asserted or threatened against it.

13

         (aa) Patriot Act. The Company certifies that, to the best of Company’s knowledge, neither the
Company nor any of its Subsidiaries has been designated, and is not owned or controlled, by a “suspected terrorist”
as defined in Executive Order 13224. The Company hereby acknowledges that the Lender seeks to comply with all
applicable laws concerning money laundering and related activities. In furtherance of those efforts, the Company
hereby represents, warrants and agrees that: (i) none of the cash or property that the Company or any of its
Subsidiaries will pay or will contribute to the Lender has been or shall be derived from, or related to, any activity that
is deemed criminal under United States law; and (ii) no contribution or payment by the Company or any of its
Subsidiaries to the Lender, to the extent that they are within the Company’s and/or its Subsidiaries’ control shall
cause the Lender to be in violation of the United States Bank Secrecy Act, the United States International Money
Laundering Control Act of 1986 or the United States International Money Laundering Abatement and Anti-Terrorist
Financing Act of 2001. The Company shall promptly notify the Lender if any of these representations ceases to be
true and accurate regarding the Company or any of its Subsidiaries. The Company agrees to provide the Lender any
additional information regarding the Company or any of its Subsidiaries that th e Lender deem necessary or
convenient to ensure compliance with all applicable laws concerning money laundering and similar activities. The
Company understands and agrees that if at any time it is discovered that any of the foregoing representations are
incorrect, or if otherwise required by applicable law or regulation related to money laundering similar activities,
the Lender may undertake appropriate actions to ensure compliance with applicable law or regulation, including but
not limited to segregation and/or acceleration of the obligations to the Lender under the Notes and the other
Transaction Documents. The Company further understands that the Lender may release confidential information
about the Company and its Subsi diaries and, if applicable, any underlying beneficial owners, to proper authorities if
a Lender, in its sole discretion, determines that it is in the best interests of such Lender in light of relevant rules and
regulations under the laws set forth in subsection (ii) above.

         (bb) Foreign Corrupt Practices. Neither the Company, nor to the knowledge of the Company,
any agent or other person acting on behalf of the Company, has (i) directly or indirectly, used any corrupt funds for
unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity,
(ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or
domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the
Company (or made by any person acting on its behalf of which the Company is aware) which is in violation of law, or
(iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended

         (cc) Seniority. As of the Closing Date, no indebtedness or other equity of the Company, other
than the Loans set forth in this Agreement, is senior to, or pari passu with, the Notes in right of payment, whether with
respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase
money security in terests (which is senior only as to underlying assets covered thereby) and capital lease obligations
(which is senior only as to the property covered thereby).

         (dd) No Disagreements with Accountants and Lawyers. There are no disagreements of any
kind presently existing, or reasonably anticipated by the Company to arise, between the accountants and lawyers
formerly or presently employed by the Company and the Company is current with respect to any fees owed to its
accountants and lawyers. By making this representation, the Company does not, in any manner, waive the
attorney/client privilege or the confidentiality of the communications between the Company and its lawyers.

14

         (ee) Acknowledgment Regarding Lender’s Making the Loan. The Company acknowledges and
agrees that the Lender is acting solely in the capacity of an arm’s length Lender with respect to the Transaction
Documents and the transactions contemplated hereby. The Company further acknowledges that the Lender is not
acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement
and the transactions contemplated hereby and any advice given by the Lender or any of its representatives or agents
in connection with this Agreement and the transactions contemplated hereby is merely incidental to the Lender’s
making of the Loan. The Company further represents to the Lender that the Company’s decision to enter into this
Agreement has been based solely on the independent evaluation of the transactions contemplated hereby by the
Company and its representatives.

         (ff) Press Release. Subject to Section 4.1 hereof, the Company will issue a press release
reasonably satisfactory to the Lender and subject to the Lender’s prior approval publicly announcing the material
terms of this deal within one Business Day of the Closing Date.

       3.2 Representations and Warranties of the Lender. The Lender hereby, for itself and for no other
Person, represents and warra nts as of the date hereof and as of the Closing Date to the Company as follows:

         (a) Organization; Authority. The Lender is an entity duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization with full right, corporate or limited liability company
power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents
and otherwise to carry out its obligations thereunder. The execution, delivery and performance by the Lender of the
transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action
on the part of the Lender. Each Transaction Document to which it is a party has been dul y executed by the Lender,
and when delivered by the Lender in accordance with the terms hereof, will constitute the valid and legally binding
obligation of the Lender, enforceable against it in accordance with its terms, except (i) as limited by general equitable
principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution
provisions may be limited by applicable law.

         (b) Experience of the Lender. The Lender, either alone or together with its representatives,
has such knowledge, sophistication and experience in business and financial matters so as to be capable of
evaluating the merits and risks of the prospective investment in the Notes and the Warrants, and has so evaluated
the merits and risks of such investment. The Lender is able to bear the economic risk of an investment in the Notes
and the Warrants and, at the present time, is able to afford a complete loss of such investment.

The Company acknowledges and agrees that the Lender does not make and has not made any representations or
warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section
3.2.

15

ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES

       4.1 Securities Laws Disclosure; Publicity. The Company and the Lender shall consult with each other
in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company
nor the Lender shall issue any such press release or otherwise make any such public statement without the prior
consent of the Company, with respect to any press release of the Lender, or without the prior consent of the Lender,
with respect to any press release of the Company, which consent shall not unreasonably be withheld, except if such
disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice
of such public statement o r communication.

       4.2 Shareholder Rights Plan. No claim will be made or enforced by the Company or, to the knowledge
of the Company, any other Person that the Lender is an “Acquiring Person” under any shareholder rights plan or
similar plan or arrangement in effect or hereafter adopted by the Company, or that the Lender could be deemed to
trigger the provisions of any such plan or arrangement, by virtue of receiving the Notes and the Warrant, or the
exercise thereof, under the Transaction Documents or under any other agreement between the Company and the
Lender. The Company shall conduct its business in a manner so that it will not become subject to the Investment
Company Act.

       4.3 Reserved.

       4.4 Use of Proceeds.

         (a) The Company’s use of the gross proceeds from the Term Loan Amount hereunder shall
be as follows (as further described on Schedule 4.4):

           (i) first, to pay at Closing, a $165,000 origination fee to Lender;

           (ii) second, to pay for Lender’s closing costs in connection with the transactions
contemplated hereunder (including, but not limited to, Lender’s legal fees) as invoiced to the Company on or prior to
the Closing Date and scheduled on Schedule 4.4; and

           (iii) third, any remaining amount shall be applied to the acquisition cost of 100% of
Geer’s outstanding Common Stock.

         (b) The Company’s use of the gross proceeds from the initial Revolving Loan Amount made
on the Closing Date hereunder shall be as follows (as further described on Schedule 4.4):

           (i) first, to pay at Closing, a $90,000 origination fee to the Lender; and

           (ii) second, any remaining amount shall be applied to the Compan y’s general
working capital.

         (c) The Company’s use of the gross proceeds from all subsequent Advances made
hereunder shall be applied to the Company’s general working capital.

16

       4.5 Reimbursement. If the Lender becomes involved in any capacity in any Proceeding by or against
any Person who is a stockholder of the Company (except as a result of sales, pledges, margin sales and similar
transactions by the Lender to or with any current stockholder), solely as a result of the Lender’s acquiring the Notes
under this Agreement, the Company will reimburse the Lender for its reasonable legal and other expenses (including
the cost of any investigation preparation and travel in connection therewith) incurred in connection therewith, as such
expenses are incurred. The reimbursement obligations of the Company under this paragraph shall be in addition to
any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any
Affiliates of the Lender who are actually named in such action, proceeding or investigation, and partners, directors,
agents, employees and controlling persons (if any), as the case may be, of the Lender and any such Affiliate, and
shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the
Company, the Lender and any such Affiliate and any such Person. The Company also agrees that neither the Lender
nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the
Company or any Person asserting claims on behalf of or in right of the Company solely as a result of acquiring the
Notes under this Agreement.

       4.6 Indemnification of Lender. Subject to the provisions of this Section 4.6, the Company will indemnify
and hold the Lender and its directors, officers, shareholders, partners, employees and agents (each, a “Lender
Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses,
including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of
investigation that any Lender Party may suffer or incur as a result of or relating to (a) any breach of any of the
representations, warranties, covenants or agreements made by the Company in this A greement or in the other
Transaction Documents, (b) any action instituted against the Lender, or any of them or their respective Affiliates, by
any stockholder of the Company who is not an Affiliate of the Lender, with respect to any of the transactions
contemplated by the Transaction Documents (unless such action is based upon a breach of the Lender’s
representation, warranties or covenants under the Transaction Documents or any agreements or understandings the
Lender may have with any such stockholder or any violations by the Lender of state or federal securities laws or any
conduct by the Lender which constitutes fraud, gross negligence, willful misconduct or malfeasance) or (c) the 1980
Geer Judgment and 1990 Geer Judgment and the 1990 Geer Judgment. If any action shall be brought against any
Lender Party in respect of which indemnity may be sought pursuant to this Agreement, the Lender Party shall
promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with
counsel of its own choosing. Any Lender Party shall have the right to employ separate counsel in any such action
and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the
Lender Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in
writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel
or (i ii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material
issue between the position of the Company and the position of the Lender Party. The Company will not be liable to
any Lender Party under this Agreement (i) for any settlement by a Lender Party effected without the Company’s prior
written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a
loss, claim, damage or liability is attributable to any Lender Party’s breach of any of the representations, warranties,
covenants or agreements made by the Lender in this Agreement or in the other Transaction Documents or any
conduct by a Lender Party which constitutes fraud, gross negligence, willful mi sconduct or malfeasance.

       4.7 Additional Perfection Requirements. The Loan Parties shall execute and file any additional
documents and take all necessary action as the Lender may reasonably request on or prior to the Closing to perfect a
first priority security interest in all of the collateral described in the Security Documents, within 45 days of the Closing.
The Company shall deliver all shares of Geer capital stock (“Geer Shares”) directly to the Lender immediately upon
the acquisition of such Geer Shares (the “Geer Closing”), and shall cause Geer to become a signatory to the Security
Agreement and the Subsidiary Guarantee promptly following the Geer Closing.

17

ARTICLE V.

MISCELLANEOUS

       5.1 Fees. At the Closing, the Company has agreed to (i) pay the Lender a closing fee of $165,000 for
the Term Loan and $90,000 for the Revolving Loan and (ii) reimburse the Lender’s reasonable out-of-pocket
expenses, including but not limited to due diligence and legal expenses. The Company has previously delivered to
the Lender a non-refundable deposit of $25,000 for legal fees and due diligence and a deposit of $60,000 to cover
the initial legal documentation costs. Except as expressly set forth in the Transaction Documents to the contrary, the
Loan Parties shall pay the fees and expenses of its advisers, counsel, accountants and other experts for both parties,
if any, and all other expen ses incurred by such party incident to the negotiation, preparation, execution, delivery and
performance of this Agreement. The Company shall pay Lender a $150,000.00 “break-up fee” for the Term Loan and
$50,000 for the Revolving Loan, plus or minus any due diligence expense adjustments should Lender stand ready to
close a financing substantially in conformance with the terms provided hereunder and Company chooses not to close,
notwithstanding that the Geer Closing shall have occurred. Following the execution and delivery of this Agreement
by the Company, the obligations of the Company under the Transaction Documents for any failure to issue the Notes
shall be limited to the payment of the applicable “break-up fee” as provided in the immediately precedi ng sentence.
The fees described in this Section 5.1 are in addition to the Unused Line Fee and the Collateral Monitoring Fee that
may be due and payable to the Lender under the terms of the Revolving Loan.

       5.2 Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto,
contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior
agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have
been merged into such documents, exhibits and schedules.

       5.3 Notices. Any and all notices or other communicatio ns or deliveries required or permitted to be
provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of
transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the
signature pages attached hereto prior to 5:30 p.m. (New York City time) on a Business Day, (b) the next Business
Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number
set forth on the signature pages attached hereto on a day that is not a Business Day or later than 5:30 p.m. (New
York City time) on any Business Day, (c) the second Business Day following the date of mailing, if sent by U.S.
nationally recogniz ed overnight courier service, or (d) upon actual receipt by the party to whom such notice is
required to be given. The address for such notices and communications shall be as set forth in the introductory
paragraph of the Agreement.

       5.4 Amendments; Waivers. No provision of this Agreement may be waived or amended except in a
written instrument signed, in the case of amendments, by the Company and Lender, or, in the case of a waiver, by
the party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any
provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a
waiver of any subsequent defaul t or a waiver of any other provision, condition or requirement hereof, nor shall any
delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

       5.5 Construction. The headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this
Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of
strict construction will be applied against any party.

18

       5.6 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the
parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or
obligations hereunder without the prior written consent of the Lender. The Lender may assign any or all of its rights
under this Agreement and the other Transaction Documents to any Person.

       5.7 No Third-Party Beneficiaries. This Agreement is not for the benefit of, nor may any provision
hereof be enforced by, any Person other than the parties hereto and their successors and permitted assigns.

        ;5.8 Governing Law. All questions concerning the construction, validity, enforcement and interpretation
of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws
of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal
proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this
Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates,
directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal
courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdic tion of the state
and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to
the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in
any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by
mailing a copy thereof via regi stered or certified mail or overnight delivery (with evidence of delivery) to such party at
the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any
right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either
party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the
prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other
costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedin g.

       5.9 Survival. The representations and warranties contained herein shall survive the Closing for the
applicable statue of limitations.

       5.10 Execution. This Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become effective when counterparts have been
signed by each party and delivered to the other party, it being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid
and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and
effect as if such facsimile signature page were an original thereof.

       5.11 Severability. If any provision of this Agreement is held to be invalid or unenforceable in any
respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way
be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a
reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

19

       5.12 Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and
without limiting any similar provisions of) the Transaction Documents, whenever the Lender exercises a right,
election, demand or option under a Transaction Document and the Company does not timely perform its related
obligations within the periods therein provided, then the Lender may rescind or withdraw, in its sole discretion from
time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without
prejudice to its future actions and rights.

       5.13 Replacement of Notes. If any certificate or instrum ent evidencing either of the Notes is mutilated,
lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon
cancellation thereof, or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of
evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable
indemnity, if requested. The applicants for a new certificate or instrument under such circumstances shall also pay
any reasonable third-party costs associated with the issuance of the replacement for such Note.

       5.14 Remedies. In addition to being entitled to exercise all rights provided herein or granted by law,
including recovery of damages, each of the Lender and the Company will be entitled to specific performance under
the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any
loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agrees to waive
in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

       5.15 Payment Set Aside. To the extent that the Company makes a payment or payments to the Lender
pursuant to any Transaction Document or a Lender enforces or exercises its rights thereunder, and such payment or
payments or the proceeds of such enforcement or exercis e or any part thereof are subsequently invalidated, declared
to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or
otherwise restored to the Company, a trustee, receiver or any other person under any law (including, without
limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of
any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

       5.16 Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead
or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage
of, usury laws wherever enacted, now or at any time hereafter in force, in connection with any claim, action or
proceeding that may be brought by the Lender in order to enforce any right or remedy under any Transaction
Document. Notwithstanding any provision to the contrary contained in any Transaction Document, it is expressly
agreed and provided that the total liability of the Company under the Transaction Documents for payments in the
nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”),
and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when
aggregated with any other sums in the nature of interest that the Company may be obligated to pay under the
Transaction Documents exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest
allowed by law and applicable to the Transaction Documents is increased or decreased by statute or any official
governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be
the Maximum Rate applicable to the Transaction Documents from the effective date forward, unless such application
is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is
paid by the C ompany to the Lender with respect to indebtedness evidenced by the Transaction Documents, such
excess shall be applied by the Lender to the unpaid principal balance of any such indebtedness or be refunded to the
Company, the manner of handling such excess to be at the Lender’s election.

20

       5.17 Separate Loans. Company acknowledges that Lender is making the Term Loan and the Revolving
Loan under the terms of this single Loan Agreement, and not under the terms of separate loan agreements, as a
matter of convenience for both parties, and neither party hereto intends thereby that Company shall have any
recourse to Lender under the terms of one Loan or Note as a remedy to Lenders’ breach of or failure to perform
under the terms of the other Loan or Note. Accordingly, for purposes of determining the Company’s rights and the
Lender’s obligations with respect to each Loan, the parties deem this Agreement to constitute two separate loan
agreements. In particular, and wi thout limiting the effect of any of the foregoing, Company acknowledges and agrees
that in the event Lender breaches or fails to perform any obligation under the Revolving Loan, the Revolving Note or
any provision of any other Transaction Document affecting the Revolving Loan or the Revolving Note, Company shall
have no recourse and shall pursue no remedy whatsoever with respect to the Term Loan, and shall continue to make
all required payments of principal, interest and all other amount due and owing under the terms of this Agreement
with respect to the Term Loan, the Term Note and any other provision of any other Transaction Document affecting
the Term Loan and the Term Note.

       5.18 Attorney Fees. If any party shall commence a proceeding to enforce any provisions of this
Agreement, then the prevailing party in such proceeding shall be reimbursed by the other party for its reasonable
attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such
proceeding.

(Signature Pages Follow)

21

IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement to be duly executed by their
respective authorized signatories as of the date first indicated above.

CONTINENTAL FUELS, INC.

_______________________________________
Name:
Title:

UNIVERSAL PROPERTY DEVELOPMENT AND ACQUISITION Corporation

_______________________________________
Name:
Title:

TIMOTHY BRINK

_______________________________________
Timothy Brink

SHERIDAN ASSET MANAGEMENT LLC

_______________________________________
Name:
Title:

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

22

EX-10

Exhibit 10.2

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR
SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH
SHALL BE REASONABLY ACCEPTABLE TO THE COMPA NY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Original Issue Date: December 11, 2007 $5,500,000

SENIOR SECURED TERM PROMISSORY NOTE

DUE DECEMBER 11, 2010

       THIS NOTE is the duly authorized and issued Senior Secured Term Promissory Note of Continental Fuels, Inc., a
Nevada corporation whose principal place of business is located at 9901 Interstate Highway 10 West, Suite 800, San Antonio, TX
78230 (the “Company”), designated as its Senior Secured Term Promissory Note, due on December 11, 2010 (this “Note”).

       FOR VALUE RECEIVED, the Company promises to pay to Sheridan Asset Management, LLC or its assigns (the
“Holder”), the principal sum of $5,500,000 (“Principal Amount”), together with accrued, unpaid interest thereon from time to time
outstanding at the rates and on the dates hereinafter described. This Note is subject to the following additional provisions:

       Section 1. Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Note: (a)
capitalized terms not otherwise defined herein have the meanings given to such terms in the Loan Agreement, and (b) the following
terms shall have the following meanings:

         “Change of Control Transaction” means the occurrence after the date hereof, of any of (i) an acquisition after the
date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of
effective control (wheth er through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in
excess of 50% of the voting securities of the Company (other than UPDA or any of its Subsidiaries), (ii) a replacement at one time
or within a three-year period of more than one-half of the members of the Company’s board of directors which is not approved by a
majority of those individuals who are members of the board of directors on the date hereof (or by those individuals who are serving
as members of the board of directors on any date whose nomination to the board of directors was approved by a majority of the
members of the board of directors who are members on the date hereof), or (iii) the execution by the Company of an agreement to
which the Company is a p arty or by which it is bound, providing for any of the events set forth above in (i) or (ii).

         “Collateral” shall have the meaning given to such term in the Security Agreement.

         “Controlled Account” means an account of a Loan Party maintained with a bank which has executed a deposit
account control agreement with the Holder which satisfies the requirements of Section 9-104(a)(2) of the UCC with respect to such
account as contemplated by Section 4(f) of the Security Agreement.

         “Default Interest” shall have the meaning set forth in section 3(d) to this Note.

         “EBITDA” means, for any period, Net Income for such period plus, to the extent deducted in determining such
Net Income, Interest Expense, taxes, depreciation, amortization and non-cash charges for such period.

         “Event of Default” shall have the meaning set forth in Section 7.

         “Exchange Act” means the Securities Exchange Act of 1934, as amended.

         “Geer” shall mean Geer Tank Trucks, Inc., a Texas corporation.

         "Interest Expense", as applied to the Company and its Subsidiaries, means for any period, the amount of interest
paid or due on indebtedness by the Company and its Subsidiaries for such period, determined in accordance with GAAP.

“Junior Subordinated Obligations” shall have the meaning set forth in the Subordination Agreement.

         “Loan Agreement” means that certain Loan Agreement, dated as of December 11, 2007, by and among the
Company, the Holder, and the Guarantors party thereto, as amended, modified or supplemented from time to time in accordance
with its terms.

         “Maturity Date” means December 11, 2010 or such earlier date as this Note is required to be repaid as provided in
this Note or the Prepayment Date.

         "Net Income" means net income of the Company and its Subsidiaries on a consolidated basis determined in
accordance with GAAP.

         “Original Issue Date” means the date of the first issuance of this Note regardless of the number of transfers of this
Note and regardless of the number of instruments which may be issued to evidence this Note. The Original Issue Date is
sometimes referred to in this Note as the Closing Date.

“Permitted Indebtedness” means (a) Junior Subordinated Obligations, and (b) indebtedness resulting from (i)
acquiring goods, supplies, or merchandise on normal trade credit; (ii) endorsing negotiable instruments received in the usual course
of business; (iii) obtaining surety bonds in the usual course of business; or (iv) liabilities, lines of credit and leases in existence on
the date of this Agreement disclosed in writing to the Holder or in the Company’s most recent financial statement; excluding the
outstanding indebtedness to Inter National Bank.

2

EX-10

Exhibit 10.3

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH
EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN
SECURED BY SUCH SECURITIES.

Original Issue Date   December 11, 2007 $3,000,000

SENIOR SECURED REVOLVING PROMISSORY NOTE

DUE DECEMBER 11, 2010

       THIS NOTE is the duly authorized and issued Senior Secured Revolving Promissory Note of Continental Fuels, Inc.,
a Nevada corporation whose principal place of business is located at 9901 Interstate Highway 10 West, Suite 800, San Antonio,
TX 78230 (the “Company”), designated as its Senior Secured Revolving Promissory Note, due on December 11, 2010 (this
“Note”).

       FOR VALUE RECEIVED, the Company pro mises to pay to Sheridan Asset Management, LLC or its assigns (the
“Holder”), the principal sum of (a) $3,000,000 (the “Commitment Amount”), or if less, (b) the aggregate unpaid principal amount
of all Advances made by the Holder to the undersigned pursuant to the Loan Agreement and the terms of this Note (“Principal
Amount”), together with accrued, unpaid interest thereon from time to time outstanding at the rates and on the dates hereinafter
described. This Note is subject to the following additional provisions:

Section 1. Definitions. For the purposes hereof, in addition to the terms defined els ewhere in this Note: (a)
capitalized terms not otherwise defined herein have the meanings given to such terms in the Loan Agreement, and (b) the
following terms shall have the following meanings:

         “Approved Accounts” means those customers of the Company or its Subsidiaries set forth on Schedule 1
attached hereto and any other customer subsequently approved by the Holder in its reasonable discretion.

         “Available Cash” means, as of any date, the sum of all cash held in the Controlled Accounts after deducting
the sum of all of the Company’s accounts payable due within thirty days of such date.

         “Borrowing Base Amount” means, as of any date that is a Business Day (“Calculation Day”), the sum of (a)
100% of all cash or cash equivalents held by the Company and each of its Subsidiaries in its Controlled Accounts at the
beginning of the Calculation Day, plus (b) 80% of the value of the Inventory of the Company and each of its Subsidiaries
determined at the end of the Business Day prior to the Calculation Day, plus (c) 90% of Eligible Accounts Receivables of the
Company and each of its Subsidiaries determined at the end the Business Day prior to the Calculation Day.

         “Borrowing Base Certificate” means the Borr owing Base Certificate prepared by the Company and delivered
to the Holder in the form of Exhibit A attached hereto.

         “Change of Control Transaction” means the occurrence after the date hereof, of any of (i) an acquisition after
the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange
Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or
otherwise) of in excess of 50% of the voting securities of the Company (other than UPDA or any of its Subsidiaries), (ii) a
replacement at one time or within a three-year period of more than one-half of the members of the Company’s board of directors
which is not approved by a majority of those individuals who are members of the board of directors on the date hereof (or by
those individuals who are serving as members of the board of directors on any date whose nomination to the board of directors
was approved by a majority of the members of the board of directors who are members on the date hereof), or (iii) the execution
by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set
forth above in (i) or (ii).

“Collateral” shall have the meaning given to such term in the Security Agreement.

         “Collateral Monitoring Fee” shall have the meaning set forth in Section 3(e).

         “Controlled Account” means an account of a Loan Party maintained with a bank which has executed a
deposit account control agreement with the Holder which satisfies the requirements of Section 9-104(a)(2) of the UCC with
respect to such account as contemplated by S ection 4(f) of the Security Agreement.

“Default Interest” shall have the meaning set forth in Section 3(d) to this Note.

         “EBITDA” means, for any period, Net Income for such period plus, to the extent deducted in determining
such Net Income, Interest Expense, taxes, depreciation, amortization and non-cash charges for such period.


         “Eligible Accounts Receivable” means, as of any date of determination and without duplication, the
aggregate book value of the accounts receivable, purchased receiva bles, and obligations for payment from Approved Accounts
created or arising from the sale of inventory or the rendering of services in the ordinary course of business (“Receivables”),
owned by or owning to the Company or any of its wholly-owned Subsidiaries, net of allowances and reserves for doubtful or
uncollectible accounts and sales adjustments, consistent with such Person’s internal policies and in any event in accordance with
GAAP, but excluding, in any event, any Receivables (a) which are more than sixty (60) days past due, or (b) which are subject of
any Lien other than a Permitted Lien.

2

         “Event of Default” shall have the meaning set forth in Section 7.

         “Exchange Act” means the Securities Exchange Act of 1934, as amended.

         “Geer” means Geer Tank Trucks, Inc., a Texas corporation.

         "Interest Expense", as applied to the Company and its Subsidiarie s, means for any period, the amount of
interest paid or due on indebtedness by the Company and its Subsidiaries for such period, determined in accordance with GAAP.

         “Inventory” means, as of any date of determination and without duplication, the lower of aggregate book
value (based on a FIFO, consistently applied) and fair market value of all raw materials and finished goods inventory owned by
the Company or any of its wholly-owned Subsidiaries less appropriate reserves, determined in accordance with GAAP but
excluding in any event (i) inventory which is (a) not subject to a perfected, first priority Lien in favor of the Holder to secure the
obligations of Company to Holder under this Note, or (b) sub ject to any other Lien that is not a Permitted Lien; (ii) inventory
which is not in good condition or fails to meet standards for sale or use imposed by governmental agencies, departments or
divisions having regulatory authority over such goods; (iii) inventory which is not useable or salable at prices approximating their
cost in the ordinary course of the business (including without duplication the amount of any reserves for obsolescence,
unsalability or decline in value); (iv) inventory located outside of the United States; and (v) inventory which fails to meet such
other specifications and requirements as may from time to time be established by the Holder in its reasonable discretion.

       &nb sp; “Junior Subordinated Obligations” shall have the meaning set forth in the Subordination Agreement.

         “Loan Agreement” means that certain Loan Agreement, dated as of December 11, 2007, by and among the
Company, the Holder, and the Guarantors party thereto, as amended, modified or supplemented from time to time in accordance
with its terms.

         “Maturity Date” means December 11, 2010 or such earlier date as this Note is required to be repaid as
provided in this Note or the Termination Date.

         "Net Income" means net income of the Company and its Subsidiaries on a consolidated basis determined in
accordance with GAAP.

         “Notice of Borrowing” means a notice of borrowing in the form of Exhibit B attached hereto.

         “Original Issue Date” means the date of the first issuance of the Note regardless of the number of transfers of
the Note and regardless of the number of instruments which may be issued to evidence t he Note. The Original Issue Date is
sometimes referred to in this Note as the Closing Date.

3

         "Out-Of-Formula Advance" means the amount by which (i) the then outstanding Advances, exceeds (ii) the
Borrowing Base Amount, subject to such restrictions on Advances as are set forth in this Note.

“Permitted Indebtedness” means (a) Junior Subordinated Obligations, and (b) indebtedness resulting from (i)
acquiring goods, supplies, or merchandise on normal trade credit; (ii) endorsing negotiable instruments received in the usual
course of business; (iii) obtaining surety bonds in the usual course of business; or (iv) liabilities, lines of credit and leases in
existence on the date of this Agreement disclosed in writing to the Holder or in the Company’s most recent financial statement;
excluding the outstanding indebtedness to Inter National Bank.

“Permitted Liens” means (a) liens and security interests in favor of the Holder; (b) liens for taxes not yet
due; (c)liens outstanding on the date of this Note disclosed in Schedule 2 attached hereto; (d) additional purchase money security
interests in assets acquired after the date of this Note.

         “Unused Line Fee” shall have the meaning set forth in Section 3(e).

   &nb sp;   Section 2. Loan Agreement.

       This Note is the Senior Secured Revolving Promissory Note referred to in, and is entitled to the benefits of, the Loan
Agreement. The Loan Agreement, among other things, provides for the making of revolving loans (the “Revolving Loan”) by
the Holder to the Company, in the U.S. Dollar amount set forth therein, the indebtedness of the Company resulting from such
Revolving Loan being evidenced by this Note. All obligations under this Note are secured by the Transaction Documents and
the Collateral and entitled to the benefits thereof.

Section 3. Advances; Payment of Principal and Interest.

         a) Methods of Advances. Provided no Event of Default has occurred and is continuing, the Company
may request an Advance of no less than $500,000 after the first Advance provided by Holder to Company at Closing, by
delivering to the Holder’s Compliance and Collateral Monitoring Officer, Jeffery Saatchi at