Bridge Loan Agreement by bobzepfel

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									                                    Bridge Loan Agreement

J.M. Best Co.



Gentlemen:

        The undersigned, Shamrock Leasing Corp. (the ALender@) hereby agrees to loan
$125,000 to J.M. Best Co., an Iowa corporation (the ACompany@), on the terms and conditions
set forth below:

        1. Loan Documents. Concurrently with the execution of this Agreement, the Company
shall execute and deliver to Lender a Convertible Promissory Note in the form as attached as
Exhibit A hereto (the ANote@), convertible into shares of Common Stock of the Company (the
AShares@), and a Pledge and Security Agreement in the form as attached as Exhibit B hereto (the
ASecurity Agreement@), pursuant to which the Company will grant Lender a first security
interest in all the assets of the Company. Within three days after execution and delivery of this
Agreement, the Lender shall deliver to the Company, by check or wire transfer, the amount of
$125,000 in order to fund the loan.

      2. Guaranty. Repayment of the Note shall be personally guaranteed by Jhonnie M.
Brown pursuant to a Guaranty in the form attached as Exhibit C hereto.

       3. Representations By the Lender. The Lender hereby represents and warrants to, and
covenants with, the Company as follows, recognizing that the Company will rely to a material
degree upon such representations, warranties and covenants:

               (a) The Lender has been informed and is aware that an investment in the Company
involves a degree of risk and speculation.

               (b) The Lender confirms that he has been advised that he should rely on, and that
he has consulted and relied upon, his own accounting, legal and financial advisors with respect to
this investment. The Lender has been offered an opportunity to meet with the officers and
directors of the Company and to ask and receive answers to any questions about this investment
and the proposed business and affairs of the Company, and to obtain any additional information
necessary to verify the accuracy of information provided, and therefore has obtained sufficient
information to evaluate the merits and risks of investment in the Company. The Lender is an
AAccredited Lender@ as defined in the Rules promulgated under the Securities Act of 1933, as
amended.



5A22635D-B952-4458-848D-3F82B3C5311B.DOC        1
J.M. Best Company
Page 2

              (c)      The Note, and any shares of Common Stock of the Company issued upon
conversion of the Note will be acquired by the Lender solely for the account of the Lender, and
no other person, firm or en
								
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