SPAR INCENTIVE MARKETING, INC.
STIMULYS, Inc. September 10, 2004 Performance Holdings, Inc.
2245 Keller Way
Carrollton, Texas 75006
Attention: Mr. Thomas Hunter, President
RE: PAYOFF AND RELEASE UNDER REVOLVING LOAN, GUARANTY AND SECURITY
You, STIMULYS, INC., a Delaware corporation formerly known as SPAR Performance Group, Inc. ("SI"),
and PERFORMANCE HOLDINGS, INC., a Delaware corporation ("Holdings", and together with SI, each a
"you" or "Loan Party" and collectively "you" or the "Loan Parties"), and we, SPAR INCENTIVE
MARKETING, INC. ("we" or the "Lender"), are parties to a Revolving Credit, Guaranty and Security
Agreement dated as of June 30, 2002 (as the same may have been supplemented, modified, amended, restated
or replaced from time to time in the manner provided therein, the "Revolving Loan Agreement"), under which SI
is the "Borrower" and Holdings is the "Guarantor", and pursuant to which SI issued its $2,000,000.00 Revolving
Promissory Note (as the same may have been supplemented, modified, amended, restated or replaced from time
to time in the manner provided therein, the "Revolving Note"). Capitalized terms and non-capitalized words and
phrases used and not otherwise defined herein shall have the meanings respectively assigned to them in the
Revolving Loan Agreement.
The Loan Parties and the Lender have agreed to terminate their relationship under the Revolving Loan
Agreement, all upon the terms and provisions and subject to the conditions hereinafter set forth.
1. Payoff and Payoff Date. The Loan Parties have proposed to repay the Loans outstanding and restate the letter
of credit reimbursement obligations under the Revolving Loan Agreement on September 10, 2004 (the
"Proposed Payoff Date"), by the issuance of the Lender's Promissory Note in the principal amount of
U.S..$764,271.00 (the "New Note"), supported by the Guaranty (as defined therein) (the "New Guaranty").
2. Termination of Credit Availability and Release of Liens: Upon our receipt o