FINANCING AND SECURITY AGREEMENT

2.1

"ACCOUNT" means both present and future accounts, contract rights and other forms of obligations for the payment of money arising out of the sale by CLIENT’s United States operation of goods or the performance of services.

2.5

"INVOICE" means the document evidencing any ACCOUNT referenced in and made subject to any Agreement for the Assignment thereof entered into between the CLIENT and ACTION.

3.1

CLIENT's business is solvent, and CLIENT is presently paying its debts. CLIENT has never filed for bankruptcy under federal or state law or had an involuntary bankruptcy petition filed against it. CLIENT is presently and shall continue to be compliant with all material required tax payments and payment agreements and shall continue to make timely payment of all material required taxes (other than any such taxes that are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established in accordance with generally accepted accounting principles).

3.2

Each ACCOUNT offered for transfer and assignment to ACTION hereunder is and shall be, as of the time of such offer, (i) a bona fide and existing obligation of CLIENT's CUSTOMER for the payment of money arising out of the sale by CLIENT of goods or the performance by CLIENT of services, which is (ii) owed to CLIENT, and is, (iii) to the best of CLIENT's knowledge, free from any liens, claims, disputes, off-sets or equities of third parties (other than disputes and adjustments occurring in the ordinary course of business or otherwise disclosed to all ACTION in written reports concerning the ACCOUNTs). CLIENT is the lawful owner of and has good and undisputed title to each ACCOUNT constituting an ACCEPTABLE ACCOUNT, and that no such ACCOUNT (i) represents a consigned or guaranteed sale, or (ii) is or shall be due from an AFFILIATE.

3.3

CLIENT has not transferred, pledged or granted a security interest in CLIENT's ACCOUNTs to any other party and CLIENT will not transfer, pledge or grant a security interest to any other party in said ACCOUNTs for the term of this Agreement and for as long as CLIENT is indebted to ACTION hereunder. Additionally, CLIENT will not transfer, assign or grant a security interest in CLIENT's ACCOUNTs except to ACTION for the period of this Agreement, and/or for as long as any indebtedness whatsoever remains owing by CLIENT to ACTION.

3.4

FINANCIAL INFORMATION: CLIENT will furnish ACTION financial statements on a monthly basis within thirty (30) days of each month and annual financial statements within one hundred twenty (120) days after the close of CLIENT's fiscal year end and will furnish ACTION, upon its request, with satisfactory proof of payment and/or compliance with all Federal, State and/or local tax requirements (other than any such taxes that are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established in accordance with generally accepted accounting principles). ACTION will keep any information it receives with respect to the financial or other records of CLIENT or CLIENT's CUSTOMERS strictly confidential. This covenant of confidentially survives this Agreement.

3.5

All financial records, statements, books or other documents shown to ACTION by CLIENT at any time, either before or after the signing of this Agreement, are and will be true and accurate in all material respects, to the best of CLIENT's knowledge.

3.6

ACTION or any person designated by ACTION shall have the right, at any time during normal working hours and upon not less than two business days prior notice, to inspect, audit, check and make copies or extracts from CLIENT's books, records, journals, orders, receipts, and other correspondence and other data relating to CLIENT's business and any other transaction between ACTION and CLIENT without hindrance or delay. ACTION will keep any information it obtains as a result of any such inspection strictly confidential in accordance with Section 3.4 above.

3.7

CLIENT will not, under any circumstances or in any manner whatsoever, interfere with any of ACTION's rights under this Agreement.

3.8

CLIENT will promptly notify ACTION in writing of any change in the location of CLIENT's principal place of business, name, identity, legal entity, or corporate structure.

3.9

CLIENT has full power and authority to execute, deliver and perform this Agreement.

4.1

SECURITY INTEREST/COLLATERAL: CLIENT grants to ACTION, as collateral for the repayment of any and all obligations and liabilities whatsoever of CLIENT to ACTION, a security interest, under the Uniform Commercial Code, in the following described property (hereinafter collectively called "Collateral"): All presently existing or hereafter arising, now owned or hereafter acquired accounts, accounts receivable due from U.S. based account debtors, and all contract rights, chattel paper, documents, instruments, general intangibles (excluding general intangibles consisting of intellectual property or intellectual property rights), reserves, reserve accounts, deposit and demand accounts, rebates, and books and records (including without limitation, customer lists, computer programs, print outs, and other computer material and records) pertaining to the foregoing and all proceeds of the foregoing property. CLIENT agrees to not assign or grant a security interest in the collateral described herein to any other person.

NOTIFICATION: ACTION will have the right to notify any CUSTOMER to make payments directly to ACTION using the form of notification attached hereto as Exhibit B.

4.3

ASSIGNMENT: CLIENT shall from time to time at CLIENT's option, transfer and assign ACCEPTABLE ACCOUNTs to ACTION, to be identified on a form known as ACTION's Agreement for the Assignment of Invoices together with an exact copy of the original invoice and all supporting documents appropriate to CLIENT's business and to the extent required an electronic file of the invoice information.

4.4

INTEREST AND FEES: ACTION agrees to provide financing to CLIENT for the fees as indicated below:

(a)

with respect to advances outstanding hereunder, interest at a per annum rate equal to the Prime Rate of Wells Fargo Bank, N.A. (as such rate is announced from time to time, with changes in such rate to be effected on the first day of each month based on the Prime Rate in effect on the last business day of the prior month) plus one and three quarters percent (1.75%) plus a monthly fee equal to seven tenths of one percent (0.70%), both to be billed monthly in arrears with payment due on the billing date.

(b)

with respect to the Maximum Amount of $3,000,000, a fee of 0.25% due on the Closing Date and every 90 days thereafter until the time at which this Agreement has been terminated and any and all obligations of CLIENT due to ACTION have been fully paid and satisfied.

(c)

all other out of pocket costs and reasonable expenses incurred by ACTION; notwithstanding the foregoing, ACTION as of the date of this Agreement does not anticipate incurring any out-of-pocket costs except for any expenses it incurs relating to searches of public records in the State related to public filings and costs associated with recordation of UCC-1 filings and costs incurred by ACTION for bank wire transfers if requested by CLIENT.

4.5

ADVANCE RATE: CLIENT may obtain from ACTION, subject to ACTION's sole discretion, advances of up to eighty five percent (85%) of the net amount of ACCEPTABLE ACCOUNTs transferred and assigned to ACTION hereunder. Any amounts not advanced by ACTION hereunder may be held by ACTION and applied against charge-backs or any obligation of CLIENT to ACTION, known or anticipated, and shall not be due and payable to CLIENT until any and all obligations of CLIENT to ACTION are fully paid and/or satisfied. .

4.9

RESPONSIBILITY FOR TAXES: All taxes and governmental charges with respect to goods or services represented by ACCOUNTs purchased by ACTION shall be the obligation and responsibility of CLIENT. CLIENT has no obligation for ACTION's income or property taxes or any other taxes with respect to ACTION's business.

4.10

NOTICE OF LEVY: CLIENT will promptly notify ACTION of any material attachment, tax assessment or other legal process levied against CLIENT or any of CLIENT's CUSTOMERS.

4.11

LEGAL FEES: Except as is prohibited by law, CLIENT shall pay to ACTION all reasonable costs and expenses, including without limitation attorney's fees and expenses, and costs incurred by ACTION in the prosecution or enforcement of any of ACTION's rights, claims or courses of action which arise out of, relate to or pertain to this Agreement.

4.12

POWER OF ATTORNEY: CLIENT hereby names, appoints, and constitutes ACTION and its designees as CLIENT's true and lawful attorney-in-fact, and does hereby authorize, empower and direct ACTION or its designee, for and in the name and instead of CLIENT, either in CLIENT's name or ACTION's name to:

(a)

compromise, adjust or settle any claim of a customer with respect to an ACCOUNT;

(b)

in the EVENT OF DEFAULT, demand, sue for, collect and give release for any and all monies due or to become due on ACCOUNTs;

(c)

make any and all corrections or completions on any of the invoices or other documents constituting the ACCOUNTS;

(d)

endorse CLIENT's name an any checks, drafts, instruments or other evidences of payment with respect to any ACCOUNT or to otherwise collect the same;

(e)

receive, open and dispose of all mail addressed to CLIENT with respect to any ACCOUNT; and

(f)

do all other acts and things necessary to carry out the purpose and intent of this agreement. All acts of ACTION as attorney-in-fact are hereby ratified and approved and ACTION shall not be liable for any errors of commission or omission nor for any error of or mistake of law or fact excepting acts constituting gross negligence or willful misconduct. This power of attorneys in coupled with an interest and is irrevocable for so long as CLIENT is indebted to ACTION; provided it shall be exercised only upon an EVENT OF DEFAULT, only as it relates to the actions and rights as detailed in this subsection 4.12 (b), 4.12 (f), and the serving of written notice to CLIENT of ACTION's invoking of the prescribed remedies for an EVENT OF DEFAULT. The authority granted ACTION shall remain in full force and effect until all indebtedness of CLIENT to ACTION is paid in full.

4.13

ACH AUTHORIZATION: In order to satisfy any of the obligations to ACTION under this Agreement, CLIENT hereby authorizes ACTION to initiate electronic debit or credit entries through the Automated Clearing House system to any bank account maintained by CLIENT wherever located.

V.

DEFAULT

5.1

EVENTS OF DEFAULT: Any one or more of the following shall be a default hereunder:

(a)

CLIENT's (i) breach of any representation or warranty under this Agreement, (ii) failure to pay any indebtedness to ACTION when due, or (iii) failure to perform any other covenant under this Agreement or under any other agreements between CLIENT and ACTION, and any such failure is not cured within ten (10) business days of the earlier of (x) notice of such failure by ACTION or (y) discovery of such failure by CLIENT, or;

(b)

the appointment of any receiver or trustee of all or a substantial portion of the assets of CLIENT; insolvency or inability to pay debts as they mature; a general assignment for the benefit of creditors; the voluntary or involuntary filing of a petition for relief under any bankruptcy or similar law;

(c)

issuance of any levies of attachment, executions, tax assessments or similar process against the Collateral;

(d)

CLIENT's delivery to ACTION of information that is knowingly false or incorrect in any material respect.

5.2

REMEDIES AFTER DEFAULT: In the event of any default, and upon serving written notice to CLIENT of such default and ACTION's intent to avail itself of its remedies hereunder, ACTION may do any one or more of the following:

(a)

declare any indebtedness including outstanding ACCOUNTS purchased by ACTION, immediately due and payable;

(b)

notify any CUSTOMER of CLIENT to make payments directly to ACTION with respect to any and all ACCOUNTS of CLIENT;

(c)

require CLIENT to send copies of records and files pertaining to ACCOUNTs to ACTION and enter the premises of CLIENT and make copies of the COLLATERAL and the records pertaining to the ACCOUNTs and any other COLLATERAL;

(d)

hold CLIENT liable for any deficiency.

(e)

Invoke its authority under Sections 4.12 (a), (b), (c) and (f) above and exercise its power of attorney in CLIENT's stead to take any action set forth therein ACTION deems necessary.

6.1

MAXIMUM AMOUNT: The outstanding amount of CLIENT's account with ACTION (that is, at any time, the unpaid and owing principal amount of advances made by ACTION to CLIENT) shall not exceed $3,000,000.

TERMINATION: This Agreement shall continue in full force and effect until terminated upon written notice of such termination by either party.

6.3

POST-TERMINATION: After termination CLIENT shall be liable to ACTION for the full and prompt payment of the full amount of all outstanding indebtedness owing by CLIENT to ACTION under this Agreement. ACTION shall continue to have a security interest in the COLLATERAL of CLIENT until all outstanding indebtedness of CLIENT to ACTION is paid in full.

6.4

APPLICABLE LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia and shall be binding upon the successors, assigns and representatives of the parties hereto. CLIENT and ACTION hereby agree that any suit, action, or proceeding arising out the subject matter hereof, or the interpretation, performance or breach of this Agreement shall be instituted in the Superior Court of the State of Georgia located in Atlanta, Fulton County, Georgia (hereinafter, "Fulton County Superior Court"). CLIENT and ACTION hereby agree that Fulton County Superior Court is convenient to each party hereto and CLIENT and ACTION irrevocably submit to such jurisdiction, irrevocably agree to be bound by any judgment rendered thereby in connection with this Agreement, and forever waive any and all objections to jurisdiction or venue that each party may have under the laws of the State of Georgia or otherwise in those courts in any such suit, action or proceeding. If any such proceeding is initiated in any other jurisdiction, CLIENT hereby waives any right to oppose any motion or application made by ACTION as a consequence of such proceeding having been commenced in a jurisdiction other than Fulton County Superior Court

6.5

ENTIRE AGREEMENT-AMENDMENT: This document contains the entire Agreement between the parties as of the date specified below. This Agreement may be modified only by a written instrument executed by the parties hereto.

CLIENT: Learning Tree International, Inc.

By:     /s/ Richard Spires

ACTION: Action Capital Corporation 

By:     /s/ Patrick A. Thom