TERMINATIONAGREEMENT

This TERMINATION AGREEMENT (this “Termination Agreement”) is effective as of the 4th day of December, 2008, by and between CS Financing Corporation, a Delaware corporation (“CSF”) and Hennessey Financial, LLC, a Minnesota limited liability company (“Hennessey”).

WHEREAS, CSF and Hennessey have entered into that certain Loan and Security Agreement, dated as of October 5, 2005, as amended by that certain First Amendment to Loan and Security Agreement, dated August 22, 2006, as further amended by that certain Second Amendment to Loan and Security Agreement, dated September 21, 2006, as further amended by that certain Third Amendment to Loan and Security Agreement, dated March 5, 2007, and as further amended by that certain Fourth Amendment to Loan and Security Agreement, dated May 7, 2007 (collectively, the “Loan and Security Agreement”).

WHEREAS, CSF and Hennessey desire to terminate the Loan and Security Agreement and release each other from all obligations, rights, responsibilities, and duties thereunder.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

1.           Termination.  Each of CSF and Hennessey hereby terminates the Loan and Security Agreement, effective as of the date hereof, and hereby agrees that from and after the date hereof, the Loan and Security Agreement shall be of no further force and effect and neither party thereto shall have any further obligations, rights, responsibilities or duties under such Loan and Security Agreement.

2.           Release.  Each party hereby releases, remises and forever discharges the other party from and against any and all liabilities, obligations, losses, demands, costs or claims which any of them have or ever have had, of every kind and nature, at law or in equity, whether known or unknown, relating to or arising out of the Loan and Security Agreement.  Nothing in this Termination Agreement shall release, remise or discharge any party from any liabilities, obligations, losses, costs or claims to the extent not relating to or arising out of the Loan and Security Agreement.

3.           Entire Agreement.  This Termination Agreement contains the sole and entire agreement among the parties with respect to the subject matter hereof, and supersedes any and all prior agreements, understandings, negotiations and discussions, whether oral or written, among the parties with respect to the subject matter hereof.

4.           Successors and Assigns.  This Termination Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

5.           Governing Law.  This Termination Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota (without regard to any applicable conflicts of law principles) applicable to agreements executed and to be performed solely within such state.

6. Counterparts.  This Termination Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Termination Agreement as of the date first written above.

By: __/s/ Michael Bozora_______

Name:  Michael Borzora

Title:    President

By: ____/s/ Jeff Gardner____________________

Name:  Jeff Gardner

Title:  Manager