FOR VALUE RECEIVED, the undersigned, TECSTAR AUTOMOTIVE GROUP, INC. (the “ Maker ”), hereby promises to
pay to the order of WB QT, LLC (the “ Payee ”, which term includes any subsequent holder hereof) at Minneapolis, Minnesota
or at such other place as the Payee may from time to time hereafter designate to the Maker in writing the principal sum of FIVE
MILLION DOLLARS AND NO CENTS ($5,000,000.00).
The unpaid principal balance hereof from time to time outstanding shall bear interest at the rate of 10% per annum. Interest
shall be computed on the basis of actual days elapsed and a year of 360 days. Upon the happening of any Event of Default, this
Note, at the option of the Payee, shall bear interest until paid in full at a rate per annum equal to the rate of interest applicable
immediately prior to such Event of Default plus 5%.
The principal hereof is payable in consecutive installments of $1,000,000 each, quarterly on the first day of each month
commencing on August 1, 2008 through October 1, 2009 and one final payment on November 6, 2009 in the amount of the entire
remaining principal balance.
Interest hereon shall be payable in arrears on the same days as principal is payable.
This note may be prepaid by the Maker at any time in whole or from time to time in part only with the prior written consent
of the Payee. Any partial prepayment shall be applied first against accrued and unpaid interest and the balance shall be applied
against the installments hereon in the inverse order of maturity.
This Note is secured by a Security Agreement dated as of January 31, 2007 (as the same has been or may hereafter be
amended, modified or supplemented, or any agreement entered into in substitution or replacement therefor, the “ Security
Agreement ”) and a Pledge Agreement dated as of January 31, 2007 (as the same has been or may hereafter be amended,
modified or supplemented, or any agreement entered into in substitution or replacement therefor, the “ Pledge Agreemen