BUSINESS FINANCING AGREEMENT
dated as of September 9, 2005
between
BRIDGE BANK, NATIONAL ASSOCIATION
and
ION NETWORKS, INC., a Delaware corporation ("Borrower").

Borrower and Lender agree as follows:

1.

Definitions and Construction.  

1.1

Definitions.  In this Agreement:

"Account Balance" means at any time the aggregate of the Receivable Amounts of all Eligible Receivables at such time.

"Account Debtor" has the meaning in the California Uniform Commercial Code and includes any person liable on any Receivable, including without limitation, any guaranty of any Receivable and any issuer of a letter of credit or banker's acceptance assuring payment thereof.

"Adjustments" means all discounts, allowances, disputes, offsets, defenses, rights of recoupment, rights of return, warranty claims, or short payments, asserted by or on behalf of any Account Debtor with respect to any Receivable.

"Advance" means a Revolving Advance.

"Advance Rate" means 80% or such greater or lesser percentage as Lender may from time to time establish in its sole discretion upon notice to Borrower.

"Agreement" means this Business Financing Agreement.

Borrowing Base means at any time the sum of (i) the Account Balance multiplied by the Receivables Advance Rate plus (ii) the lesser of (x) the value of Eligible Inventory multiplied by the Inventory Advance Rate, (y) the Inventory Sublimit, or (z) 30% of (i).

Borrowing Base Certificate means a form as set forth in Exhibit A attached hereof.

"Collateral" means all of Borrower's rights and interest in any and all personal property, whether now existing or hereafter acquired or created and wherever located, and all products and proceeds thereof and accessions thereto, including the following (collectively, the "Collateral"):  accounts, including health care insurance receivables, chattel paper, inventory, equipment, instruments, including promissory notes, investment property, documents, deposit accounts, letter of credit rights, any commercial tort claim of Borrower which is now or hereafter identified by Borrower or Lender, general intangibles, and supporting obligations.

"Collections" means all payments from or on behalf of an Account Debtor with respect to Receivables.

"Compliance Certificate" means a certificate in the form attached to this Agreement by the chief financial officer of Borrower that, among other things, the representations and warranties set forth in this Agreement are true and correct as of the date such certificate is delivered.

Current Ratio means total current assets divided by to current liabilities.

"Default" means any Event of Default or any event that with notice, lapse of time or otherwise would constitute an Event of Default.

Eligible Inventory means and includes Inventory (excluding work-in-progress), valued at the lower of cost or current market value, determined on an average cost basis, and which satisfies the following requirements:

(a)

The Inventory is owned by the Borrower free of any title defects or any liens or interests of others except the security interest in favor of the Lender.  This does not prohibit any statutory liens which may exist in favor of the growers of agricultural products which are purchased by the Borrower.

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(b)

The Inventory is held for sale or use in the ordinary course of the Borrowers business and is of good and merchantable quality.  Display items, work-in-progress, parts, samples, and packing and shipping materials are not eligible.  Inventory which is obsolete, unsalable, damaged, defective, used, discontinued, perishable or slow-moving, or which has been returned by the buyer, is not eligible.

(c)

The Inventory is covered by insurance as required in Section 7(n) of this Agreement.

(d)

The Inventory has not been manufactured to the specifications of a particular Account Debtor.

(e)

The Inventory is not subject to any licensing agreements which would prohibit or restrict in any way the ability of the Lender to sell the Inventory to third parties.

(f)

The Inventory has been produced in compliance with the requirements of the U.S. Fair Labor Standards Act (29 U.S.C. 201 et seq.).

(g)

The Inventory is not placed on consignment.

(h)

The Inventory is not related to an undesirable industry, as determined by the Lender from time to time in its sole discretion.

(i)

The Inventory is otherwise acceptable to the Lender.

"Eligible Receivable" means a Receivable that satisfies all of the following:

(a)

The Receivable has been created by Borrower in the ordinary course of Borrower's business and without any obligation on the part of Borrower to render any further performance.

(b)

There are no conditions which must be satisfied before Borrower is entitled to receive payment of the Receivable, and the Receivable does not arise from COD sales, consignments or guaranteed sales.

(c)

The Account Debtor upon the Receivable does not claim any defense to payment of the Receivable, whether well founded or otherwise.

(d)

The Receivable is not the obligation of an Account Debtor who has asserted or may assert any counterclaims or offsets against Borrower (including offsets for any "contra accounts" owed by Borrower to the Account Debtor for goods purchased by Borrower or for services performed for Borrower).

(e)

The Receivable represents a genuine obligation of the Account Debtor and to the extent any credit balances exist in favor of the Account Debtor, such credit balances shall be deducted in calculating the Receivable Amount.

(f)

Borrower has sent an invoice to the Account Debtor in the amount of the Receivable.

(g)

Borrower is not prohibited by the laws of the state where the Account Debtor is located from bringing an action in the courts of that state to enforce the Account Debtor's obligation to pay the Receivable.  Borrower has taken all appropriate actions to ensure access to the courts of the state where the Account Debtor is located, including, where necessary, the filing of a Notice of Business Activities Report or other similar filing with the applicable state agency or the qualification by Borrower as a foreign corporation authorized to transact business in such state.  

(h)

The Receivable is owned by Borrower free of any title defects or any liens or interests of others except the security interest in favor of Lender, and Lender has a perfected, first priority security interest in such Receivable.

(i)

The Account Debtor on the Receivable is not any of the following:  (i) an employee, affiliate, parent or subsidiary of Borrower, or an entity which has common officers or directors with Borrower; (ii) the U.S. government or any agency or department of the U.S. government unless Borrower complies with the procedures in the Federal Assignment of Claims Act of 1940 (41 U.S.C.15) with respect to the Receivable, and the underlying contract expressly provides that neither the U.S. government nor any agency or department thereof shall have the right of set-off against Borrower ("Eligible Government Receivables"); (iii) any person or entity located in a foreign country unless (A) the Receivable is supported by an irrevocable letter of credit issued by a bank acceptable to Lender, and (B) if requested by Lender, the original of such letter of credit and/or any usance drafts drawn under such letter of credit and accepted by the issuing or confirming bank have been delivered to Lender; or (iv) an Account Debtor as to which

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35% percent or more of the aggregate dollar amount of all outstanding Receivables owing from such Account Debtor have not been paid within 90 days from invoice date.

(j)

The Receivable is not in default (a Receivable will be considered in default if any of the following occur: (i) the Receivable is not paid within 90 days from its invoice date; (ii) the Account Debtor obligated upon the Receivable suspends business, makes a general assignment for the benefit of creditors, or fails to pay its debts generally as they come due; or (iii) any petition is filed by or against the Account Debtor obligated upon the Receivable under any bankruptcy law or any other law or laws for the relief of debtors);

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