MEMORANDUM AGREEMENT
November 17, 2005
Parties
A. ▇▇▇▇▇ ▇. ▇▇▇▇▇ - Lender
B. TATS, a Limited Liability Company - Lender
C. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ - Guarantor
D. RVision, LLC - Debtor
E. Eagle Lake Incorporated - Accommodator
▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ - Accommodator
1. ▇▇▇▇▇ ▇. ▇▇▇▇▇ shall lend RVision $63,250 and TATS shall lend RVision
$25,000.
2. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall guarantee repayment of those loans.
3. The $36,750 owed ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ upon the receipt of the Raytheon
receivable shall not be paid to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, but rolled over to the ▇▇▇▇▇ ▇.
▇▇▇▇▇ loan which will then total $100,000.
4. The lenders may convert the principle amounts of the loan into equity
via the private placement closing in connection with the consolidation of
RVision, Custom Federal and Eagle Lake Incorporated.
5. Certain of the creditors of RVision will agree to a deferral of 30% of
listed payments until after closing of the consolidation.
6. The parties shall cause an option to be granted to ▇▇▇▇▇ ▇. ▇▇▇▇▇ for
20,000 shares of RVision stock on the same terms as granted to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
at closing of the consolidation.
7. The parties shall cause an option to be granted to TATS for 5,000
shares of RVision on the same terms granted to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ at the closing of
the consolidation.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ for TATS
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ for RVision
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ for Eagle Lake Incorporated ▇▇▇▇▇▇ ▇. ▇▇▇▇▇