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(i) The sum of $650,000, the amount of any accrued interest due on the debt of $600,000 owed by James Gingo to the Bonderson Family Living Trust and interest on the unpaid balance, shall be paid to seller on the earlier of: (A) the one-year anniversary of the closing date; or (B) on the closing of $2,500,000 or more in aggregate financing (whether debt, equity or some combination thereof) after the closing date; (ii) The sum of $650,000, the amount of any accrued interest due on the Bonderson debt owed by TransTech and interest on the unpaid balance shall be paid to seller on the earlier of: (A) the two-year anniversary of the closing date; or (B) on the closing of $5,000,000 or more in aggregate financing (whether debt, equity or some combination thereof) after the closing date; and

(iii) The remaining balance of the note and interest thereon shall be paid to seller on the earlier of: (A) the three-year anniversary of the closing date; or (B) on the closing of $7,500,000 or more in aggregate financing (whether debt, equity or some combination thereof) after the closing date.

On June 8, 2010, the company issued a total of 3,800,000 shares of restricted common stock of the company to Jim Gingo, Jeff Kruse and Steve Waddle, executives of TransTech, and Paul Bonderson, a TransTech investor. The parties valued the shares in this transaction at $76,000 or $0.02 per share, the closing bid price during negotiations.

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BFI Finance Corp Secured Credit Facility

On December 9, 2008 TransTech entered into a $1,000,000 secured credit facility with BFI Finance Corp to fund its operations. The rate is prime interest + 2.5%, with a floor for prime interest of 5.5%. On June 12, 2010, the secured credit facility was renewed for six months, with a floor for prime of 4.5%. The eligible borrowing is based on 80% of eligible trade accounts receivable, not to exceed $700,000, and 35% of inventory value, not to exceed $300,000, for a total cap of $1,000,000. As of September, 2010, the outstanding balance under this facility was $643,. The secured credit facility is guaranteed by Jim Gingo, the President of TransTech.

NBTEQUITY RESEARCH © Copyright 2011

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