THIS CREDIT AGREEMENT (this "AGREEMENT") is entered into as of the 29th day of April 2000 by and
among USIP.com, Inc., INC., a Utah corporation (the "Company"), and Lilly Beter Capital Group, (the
W I T N E S S E T H:
1. The Company has requested that the Lender provide the Company with a credit facility.
2. The Lender is willing to provide such a facility of up to $200,000 to the Company upon the terms and subject
to the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises herein contained and for other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITION OF TERMS
1.1 DEFINITIONS. As used in this Agreement, all exhibits hereto and in any note, certificate, report, or other
Loan Documents made or delivered pursuant to this Agreement, the following terms have the respective meanings
assigned to them in this SECTION 1 or in the SECTION or recital referred to below:
"ADVANCE" means the disbursement by the Lender of a sum or sums lent to the Company pursuant to this
"ADVANCE DATE" has the meaning set forth in SECTION 2.2(a).
"AGREEMENT" means this Credit Agreement, including the EXHIBITS hereto, as the same may be terminated,
cancelled, renewed, extended, amended, or modified from time-to-time
"EVENT OF DEFAULT" has the meaning set forth in SECTION 3.1.
"GAAP" means those generally accepted accounting principles and practices, applied on a consistent basis,
which are recognized as such by the American Institute of Certified Public Accountants acting through its
Accounting Principles Board and the Financial Accounting Standards Board and/or their respective successors
and which are applicable in the circumstances as of the date in question.
"LOAN DOCUMENTS" means this Agreement, the Note and any agreements, documents (and with respect to
this Agreement, and such other agreements and documents, any