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<SEC-DOCUMENT>0001072613-06-001824.txt : 20060821
<SEC-HEADER>0001072613-06-001824.hdr.sgml : 20060821
<ACCEPTANCE-DATETIME>20060821161654
ACCESSION NUMBER:		0001072613-06-001824
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20060630
FILED AS OF DATE:		20060821
DATE AS OF CHANGE:		20060821

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TREY RESOURCES INC
		CENTRAL INDEX KEY:			0001236275
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-BUSINESS SERVICES, NEC [7389]
		IRS NUMBER:				161633636
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10QSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-50302
		FILM NUMBER:		061046395

	BUSINESS ADDRESS:	
		STREET 1:		750 RT 34
		CITY:			MATANAN
		STATE:			NJ
		ZIP:			07747
		BUSINESS PHONE:		730 441 7700

	MAIL ADDRESS:	
		STREET 1:		750 RT 34
		CITY:			MATANAN
		STATE:			NJ
		ZIP:			07747

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	TREY INDUSTRIES INC
		DATE OF NAME CHANGE:	20030528
</SEC-HEADER>
<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>form10-qsb_14547.txt
<DESCRIPTION>FORM 10-QSB FOR PERIOD ENDED 6-30-06
<TEXT>
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

 [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
       EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2006

                                       OR

 [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
       EXCHANGE ACT OF 1934

          For the transition period from ____________ to ____________

                        Commission file number: 000-50302

                              TREY RESOURCES, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           DELAWARE                                             16-1633636
- --------------------------------------------------------------------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                             Identification No.)

      5 REGENT STREET, SUITE 520
           LIVINGSTON, NJ                                           07039
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                         (Zip Code)

Registrant's Telephone Number, Including Area Code: (973) 758-9555

Securities registered under Section 12(b) of the Exchange Act: NONE.

Securities registered under Section 12(g) of the Exchange Act: CLASS A COMMON,
$.00001 PAR VALUE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Number of shares of Class A, common stock,
par value $.00001, outstanding as of August 11, 2006: 150,314,126
================================================================================
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2006

                                TABLE OF CONTENTS
                                -----------------


                                                                        Page No.
                                                                        --------
PART I.  FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements (Unaudited)

         Balance Sheet - June 30, 2006                                     2-3

         Statements of Operations - For the six months and
         three months ended June 30, 2006 and 2005                           4

         Statements of Cash Flows - For the six months ended
         June 30, 2006 and 2005                                            5-7

         Notes to Condensed Consolidated Financial Statements             8-25

         Item 2. Management's Discussion and Analysis or Plan of
         Operation                                                       26-31

         Item 3. Controls and Procedures                                    32

PART II. OTHER INFORMATION

         Item 6. Exhibits                                                   33


                                        1
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                  JUNE 30, 2006

                                     ASSETS
<TABLE><CAPTION>
<S>                                                                            <C>
CURRENT ASSETS
Cash and cash equivalents                                                      $  556,414
Securities available for sale                                                      21,873
Convertible debentures, net of allowance for doubtful accounts of $262,144        333,860
Accounts receivable, net of allowance for doubtful accounts of $30,300            561,926
Inventory                                                                          37,469
Prepaid expenses and other current assets                                         167,921
                                                                               ----------
       Total current assets                                                     1,679,463
                                                                               ----------
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $83,152                268,296

OTHER ASSETS
Goodwill                                                                        1,286,421
Deposits and other assets                                                          39,069
                                                                               ----------
       Total other assets                                                       1,325,490
                                                                               ----------

TOTAL ASSETS                                                                   $3,273,249
                                                                               ==========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued expenses                                          $1,312,347
Deferred revenue                                                                   50,831
Obligations under capital leases - current                                        110,097
Convertible debentures payable                                                     15,000
Warrant liability                                                                  18,300
Notes payable to related parties                                                   74,843
Due to related parties                                                          1,256,840
                                                                               ----------
         Total current liabilities                                              2,838,258
                                                                               ----------

LONG TERM DEBT
Convertible debentures payable, net of discounts of $1,533,595                    800,452
Derivative liability                                                            1,589,905
Obligations under capital leases - non-current                                    404,638
                                                                               ----------
          Total long term liabilities                                           2,794,995
                                                                               ----------

TOTAL LIABILITIES                                                              $5,633,253
                                                                               ==========

COMMITMENTS AND CONTINGENCIES                                                        --
</TABLE>

          The accompanying notes are an integral part of the condensed
                       consolidated financial statements.

                                        2
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
          CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) (CONTINUED)
                                  JUNE 30, 2006
<TABLE><CAPTION>
<S>                                                                            <C>
STOCKHOLDERS' DEFICIT
Preferred stock, $1.00 par value; authorized 1,000,000 shares;
     no shares issued and outstanding                                          $      --
Common stock:
  Class A - par value $.00001; authorized 10,000,000,000 shares;
     150,314,126 shares issued and outstanding                                      1,503
  Class B - par value $.00001; authorized 50,000,000 shares;
     no shares issued and outstanding                                                 --
  Class C - par value $.00001; authorized 20,000,000 shares;
     no shares issued and outstanding                                                 --
Additional paid in capital                                                      3,942,938
Additional paid in capital - debt conversions and options                         108,036
Accumulated deficit                                                            (6,412,481)
                                                                               ----------
         Total stockholders' deficit                                           (2,360,004)
                                                                               ----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                    $3,273,249
                                                                               ==========
</TABLE>

          The accompanying notes are an integral part of the condensed
                       consolidated financial statements.

                                        3
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE><CAPTION>
                                                                 For the Six Months Ended              For the Three Months Ended
                                                                         June 30,                              June 30,
                                                             --------------------------------      --------------------------------
                                                                  2006               2005               2006               2005
                                                             -------------      -------------      -------------      -------------
<S>                                                          <C>                <C>                <C>                <C>
SALES, net                                                   $   2,907,706      $   1,964,941      $   1,568,772      $     955,527

COST OF SALES                                                    1,820,538          1,223,880            997,995            610,002
                                                             -------------      -------------      -------------      -------------
GROSS PROFIT                                                     1,087,168            741,061            570,777            345,525
                                                             -------------      -------------      -------------      -------------

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES
    Selling expenses                                               667,216            364,002            365,299            236,736
    General and administrative expenses                            964,055            873,184            511,898            414,812
    Depreciation and amortization                                   29,863             19,557             14,999              9,028
                                                             -------------      -------------      -------------      -------------
Total selling, general and administrative expenses               1,661,134          1,256,743            892,196            660,576
                                                             -------------      -------------      -------------      -------------

LOSS FROM OPERATIONS                                              (573,966)          (515,682)          (321,419)          (315,051)

OTHER INCOME (EXPENSE)
    Gain on revaluation of derivatives                             396,648               --              123,706               --
    Amortization of discount on debt conversion                   (538,747)          (172,119)          (284,129)           (43,096)
    Gain (loss) on sales of securities available for sale           26,411            (35,109)            14,344            (35,109)
    Write-off of financing costs                                   (60,000)          (113,805)           (60,000)              --
    Other income (expense)                                         (91,835)            17,520            (63,159)            12,299
    Interest expense                                               (88,960)           (33,296)           (48,242)            46,754
                                                             -------------      -------------      -------------      -------------
Total other income (expense)                                      (356,483)          (336,809)          (317,480)           (19,152)
                                                             -------------      -------------      -------------      -------------

LOSS FROM OPERATIONS
BEFORE INCOME TAXES                                               (930,449)          (852,491)          (638,899)          (334,203)

PROVISION FOR INCOME TAXES                                            --                 --                 --                 --
                                                             -------------      -------------      -------------      -------------

NET LOSS APPLICABLE TO COMMON SHARES                         $    (930,449)     $    (852,491)     $    (638,899)     $    (334,203)
                                                             =============      =============      =============      =============
NET LOSS PER COMMON SHARE
    Basic                                                    $       (0.01)     $       (0.02)     $       (0.00)     $       (0.00)
                                                             =============      =============      =============      =============
WEIGHTED AVERAGE SHARES OUTSTANDING
    Basic                                                      132,833,598         54,766,857        141,736,928         67,266,889
                                                             =============      =============      =============      =============
</TABLE>

          The accompanying notes are an integral part of the condensed
                       consolidated financial statements.

                                        4
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE><CAPTION>
                                                                                 For the Six months ended
                                                                              June 30, 2006    June 30, 2005
                                                                              -------------    -------------
CASH FLOW (USED IN) OPERATING ACTIVITIES
<S>                                                                            <C>              <C>
   Net loss                                                                    $  (930,449)     $  (852,491)
   Adjustments to reconcile net loss to net cash (used in)
     operating activities, net of effects of acquisition
   Net loss (gain) on sale of securities available for sale                        (26,411)          35,109
   Gain on revaluation of derivatives                                             (396,648)            --
   Depreciation                                                                     26,670           16,500
   Amortization of other intangibles                                                 3,193            3,057
   Amortization of debt discounts                                                  413,341             --
   Common stock issued for services and compensation                                60,000           68,342
   Common stock issued for debt conversion discount                                125,406          172,119
   Deferred interest income on convertible debentures                               (7,977)          (6,935)
   Accrued interest expense on notes payable                                          --             14,189
   Accrued interest on related party loans                                            --             11,777
   Accrued interest expense on debentures payable                                     --                372
   Write off of debt issue costs                                                    60,000          113,805
   Changes in certain assets and liabilities:
      Accounts receivable                                                         (160,899)        (126,602)
      Inventory                                                                     13,206             --
        Prepaid expenses and other assets                                          (33,437)         (71,144)
      Accounts payable and accrued liabilities                                     279,708          (71,448)
      Deferred revenue                                                              27,077            9,806
      Related party accounts                                                       (71,309)          26,653
                                                                               -----------      -----------
Total cash (used in) operating activities                                         (618,529)        (656,891)
                                                                               -----------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                                              (49,797)         (83,919)
   Business acquisition costs                                                      (97,000)            --
   Net proceeds from sale of securities available for sale                          22,569             --
   Purchase of convertible debentures                                                 --           (328,695)
                                                                               -----------      -----------
Total cash (used in) financing activities                                         (124,228)        (412,614)
                                                                               -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Repayment of related party loans                                               (118,854)          (4,617)
   Proceeds from notes payable & convertible debentures                            630,000        1,136,196
   Repayment of notes payable & convertible debentures                            (235,000)         (28,709)
   Proceeds of capital leases                                                       21,503           27,344
   Repayment of capital leases                                                     (15,471)         (11,155)
                                                                               -----------      -----------
Total cash provided by (used in) financing activities                              282,178        1,119,059
                                                                               -----------      -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                              (460,579)          49,554
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                  1,016,993          346,635
                                                                               -----------      -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD                                      $   556,414      $   396,189
                                                                               ===========      ===========
CASH PAID DURING THE PERIOD FOR:
   Interest expense                                                            $    13,475      $     4,570
                                                                               ===========      ===========
   Income taxes                                                                $   250,712      $      --
                                                                               ===========      ===========
</TABLE>
          The accompanying notes are an integral part of the condensed
                       consolidated financial statements.

                                        5
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)
                 FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

For the six months ended June 30, 2006:
- ---------------------------------------

a)   Issued 3,703,704 shares of Class A Common Stock with a total value of
     $40,741 for conversion of $25,000 of principal on outstanding debentures
     with Cornell Capital Partners, LP.

b)   Issued 4,347,826 shares of Class A common stock valued at $40,000 pursuant
     to the asset purchase agreement with Jodi Katz.

c)   Issued 14,112,208 shares of Class A common stock with a value of $155,622
     for repayment of $64,917 of loans and accrued salaries for two officers of
     the Company.

d)   Issued 2,400,000 shares of Class A common stock with a value of $30,000 for
     conversion of $11,040 of debt for legal services.

e)   Issued 4,800,000 shares of Class A common stock with a value of $60,000 for
     compensation and bonuses to employees of SWK Technologies, Inc.

f)   On June 2, 2006, the Company concluded the acquisition of AMP-Best
     Consulting, Inc. Pursuant to the asset purchase agreement, Trey issued
     6,000,000 shares of Class A common stock valued at $75,000 to Patrick J.
     Anson, Crandall Melvin III and Michelle Paparo. The net effect on cash
     flows is as follows:

     Cash at closing                               $  (85,000)
     Inventory                                          5,058
     Prepaid expenses & security deposit                1,461
     Property and equipment                            88,153
     Goodwill                                         533,481
     Lease obligations                                (88,153)
     Promissory notes                                (380,000)
     Common stock                                     (75,000)
                                                   ----------
     Total                                         $      --
                                                   ==========

          The accompanying notes are an integral part of the condensed
                       consolidated financial statements.

                                        6
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)
                 FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES (Continued)

For the six months ended June 30, 2005:
- ---------------------------------------

a)   Issued 22,073,544 shares of Class A Common Stock with a total value of
     $394,342 for repayment of principal on outstanding notes payable, issued as
     advances on the equity line financing with Cornell Capital Partners, LP.

b)   Issued 2,010,724 shares of Class A common stock valued at $75,000 pursuant
     to the employment agreement with A. Rudin.

c)   Issued 4,290,113 shares of Class A common stock with a total value of
     $84,738 for interest due on the equity line financing with Cornell Capital
     Partners, LP.

d)   Issued 9,162,792 shares of Class A common stock with a value of $237,902
     for repayment of accrued salaries for two officers of the Company.

e)   Issued 1,367,292 shares of Class A common stock with a value of $54,692 for
     compensation and bonuses to employees of SWK Technologies, Inc.

f)   Issued 350,000 shares of Class A common stock with a value of $13,650 for
     marketing services.

g)   Issued 270,270 shares of Class A common stock with a value of $10,000 for a
     partial repayment of an obligation to a previous officer of iVoice, Inc.



          The accompanying notes are an integral part of the condensed
                       consolidated financial statements.

                                        7
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2006 AND 2005


NOTE 1 - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of business
- -----------------------

Trey Resources, Inc. (the "Company"), was incorporated in Delaware on October 3,
2002 as a wholly owned subsidiary of iVoice Inc. On February 11, 2004, the
Company was spun off from iVoice, Inc. and is now an independent publicly traded
company.

The spin off transaction was accomplished by the distribution of certain
intellectual property, representing the software codes of the Automatic
Reminder, and certain accrued liabilities and related party debt into a
wholly-owned subsidiary of iVoice., Trey Resources, Inc. ("Trey", formerly known
as iVoice Acquisition 1, Inc. and Trey Industries, Inc.) and subsequently
distributed on a pro-rata basis to iVoice shareholders in the form of a taxable
dividend (the "Spin-off").

Up until its acquisition of SWK, Inc. on June 2, 2004, the Company was engaged
in the design, manufacture, and marketing of specialized telecommunication
equipment. With the acquisition of SWK and as part of its plan to expand into
new markets, Trey is focusing on the business software and information
technology consulting market, and is looking to acquire other companies in this
industry. SWK Technologies, Inc., ("SWK") the surviving entity in the merger and
acquisition of SWK, Inc., is a New Jersey-based information technology company,
value added reseller, and master developer of licensed accounting software. The
Company also publishes its own proprietary supply-chain software, "MAPADOC". The
Company sells services and products to various end users, manufacturers,
wholesalers and distributor industry clients located throughout the United
States.

Certain intellectual property, representing the software codes of the Automatic
Reminder, was sold in November 2004 to Laser Energetics, Inc. (LEI), a New
Jersey based technology company. The Company received 10 million shares of Laser
Energetics Class A Common Stock and was further issued a convertible debenture
by Laser Energetics, Inc. in the amount of $250,000. The debenture, which bears
interest at the rate of 3% per annum, has a five year term, and is convertible
into shares of LEI Class A Common Stock at a rate equal to fifty percent (50%)
of the average closing bid price of the Class A Common Stock for the four
trading days immediately preceding the conversion date. The convertible
debenture is convertible at the holder's option. On May 16, 2005, the 10 million
shares of Laser Energetics Class A Common Stock were assigned to iVoice, Inc. as
settlement of all Administrative Fees owed by the Company to iVoice. As of June
30, 2006, the Company has determined that the value of the debenture was
significantly impaired and the entire debenture, including the accrued interest
income for 2005 and 2006, were written down to zero as a provision for doubtful
accounts.

The Company is publicly traded and is currently traded on the NASD Over The
Counter Bulletin Board ("OTCBB") under the symbol "TYRIA".

                                        8
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2006 AND 2005

Basis of presentation
- ---------------------

The accompanying consolidated financial statements include the accounts of Trey
Resources, Inc. (the "Company" or "Trey") and its wholly owned subsidiaries, SWK
Technologies, Inc. and BTSG Acquisition Corp. On February 11, 2004, the Company
was spun off from iVoice, Inc. and is now an independent publicly traded
company. These condensed consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
for interim financial information and with the instructions to Form 10-QSB and
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
only of normal recurring adjustments) considered necessary for a fair
presentation have been included. It is suggested that these condensed
consolidated financial statements be read in conjunction with the December 31,
2005 audited financial statements and the accompanying notes thereto filed with
the Securities and Exchange Commission on Form 10-KSB.

On March 1, 2005, Trey Resources' wholly-owned subsidiary, SWK Technologies,
Inc., executed an employment agreement with Mr. Andrew Rudin of Business
Consulting Solutions LLC ("BCS"), whereby Mr. Rudin was to be paid a commission
in cash and stock of Trey Resources in the event he was successful in arranging
for the clients of BCS to transfer over to SWKT. On March 25, 2005, this
employment agreement was amended that made the commission payable to Mr. Rudin
contingent upon the retention of the clients transferred from BCS through March
1, 2007 and payable over a thirty-six month period from the employment
agreement's commencement date. Following the successful transfer of BCS clients
to SWKT, SWKT will assume responsibility for maintenance and support of the BCS
clients.

On February 7, 2006, Trey Resources' wholly-owned subsidiary, SWK Technologies,
Inc., executed an asset purchase agreement and employment agreement with Ms.
Jodie Katz of Wolen Katz Associates ("Wolen Katz"), whereby Ms. Katz was paid
compensation in cash and stock of Trey Resources for successfully arranging for
the clients of Wolen Katz to transfer over to SWKT. The cash portion of the
compensation is payable in twelve (12) equal monthly installments commencing on
the 90th day following the Closing Date. Following the successful transfer of
Wolen Katz clients to SWKT, SWKT assumed responsibility for maintenance and
support of the BCS clients.

On June 2, 2006, Trey Resources' wholly-owned subsidiary, SWK Technologies,
Inc., executed an asset purchase agreement between and among AMP-Best
Consulting, Inc. ("AMP-Best"), a New York Corporation, Patrick Anson, Crandall
Melvin III and Michelle Paparo for acquisition of certain assets, the customer
list and business name of AMP-Best. Terms of the agreement provided for a cash
payment at closing of $85,000, issuance of a $380,000 promissory note to
Crandall Melvin III, the issuance of 6,000,000 shares to Trey Resource's Class A
Common Stock and employment agreements for Patrick Anson, Crandall Melvin III
and Michelle Paparo. Payments on the promissory note are to commence 120 days
after the closing for a term of 5 years.

                                        9
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2006 AND 2005

The result of operations for the six months ended June 30, 2006 and 2005 are not
necessarily indicative of the results to be expected for the full year. For
further information, refer to the financial statements and footnotes included in
Form 10-KSB for the year ended December 31, 2005. References to the "Company,"
"we," "us" and "our" refer to Trey Resources Inc. and its subsidiaries.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation
- ---------------------------

The accompanying condensed consolidated financial statements include the
accounts of the Company and its wholly owned subsidiaries. All significant
intercompany transactions and accounts have been eliminated in consolidation.

Use of Estimates
- ----------------

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents
- -------------------------

The Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents. The cash equivalents
represent investments in Triple A credit rated money market funds that have 7
day auction rates competitive with current market conditions.

Revenue Recognition
- -------------------

The Company recognizes revenues from consulting and support services as the
services are performed. Hardware and software revenues are recognized when the
product is shipped to the customer. Commissions are recognized when payments are
received, since the Company has no obligation to perform any future services.

Marketable Securities
- ---------------------

The Company has evaluated its investment policies consistent with Financial
Accounting Standards Board Statement No. 115, Accounting for Certain Investments
in Debt and Equity Securities ("FASB 115"), and determined that all of its
investment securities are to be classified as available-for-sale.
Available-for-sale securities are carried at fair value, with the unrealized
gains and losses reported in the Statement of Accumulated Other Comprehensive
Income (Loss).

Property and Equipment
- ----------------------

Property and equipment is stated at cost. Depreciation is computed using the
straight-line method based upon the estimated useful lives of the assets,
generally five to seven years. Maintenance and repairs are charged to expense as
incurred.

                                       10
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2006 AND 2005


Financing Costs
- ---------------

Financing costs consist primarily of professional fees and various paid
commissions relating to the issuance of the Company's convertible debentures and
equity credit lines. These costs are expensed as incurred.

Income Taxes
- ------------

The Company accounts for income taxes in accordance with Statements of Financial
Accounting Standards No. 109, "Accounting for Income Taxes," which requires an
asset and liability approach to financial accounting and reporting for income
taxes. Deferred income taxes and liabilities are computed annually for
differences between the financial statement and the tax basis of assets and
liabilities that will result in taxable or deductible amounts in the future
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established when necessary to reduce deferred tax assets to the amount expected
to be realized.

Stock-Based Compensation
- ------------------------

SFAS No. 123R, "Accounting for Stock-Based Compensation" establishes financial
accounting and reporting standards for stock-based employee compensation plans.
This statement also applies to transactions in which an entity issues its equity
instruments to acquire goods or services from non-employees. Those transactions
must be accounted for based on the fair value of the consideration received or
the fair value of the equity instruments issued, whichever is more reliably
measurable. For stock options, fair value is determined using an option-pricing
model that takes into account the stock price at the grant date, the exercise
price, the expected life of the option, the volatility of the underlying stock
and the expected dividends on it, and the risk-free interest rate over the
expected life of the option. The Company has adopted this statement and recorded
the option value as outlined above.

Earnings (Loss) Per Share
- -------------------------

SFAS No. 128, "Earnings per Share" requires presentation of basic earnings per
share ("basic EPS") and diluted earnings per share ("diluted EPS").

The computation of basic EPS is computed by dividing income (loss) available to
common stockholders by weighted average number of common shares during the
period. Diluted earnings per share gives effect to all dilutive potential common
shares outstanding during the period. The computation of diluted EPS does not
assume conversion, exercise, or contingent exercise of securities that would
have an anti-dilutive effect on earnings resulting from the Company's net loss
position. The Company had common stock equivalents of 7,075,000 and 75,000 at
June 30, 2006 and 2005, respectively.

                                       11
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2006 AND 2005



The shares used in the computations are as follows:

                               For the six                  For the three
                          Months ending June 30,        Months ending June 30,
                            2006          2005           2006          2005
                        -----------    ----------    -----------    ----------
Basic and Diluted
  EPS Purposes          132,833,598    54,766,857    141,736,928    67,266,869

Derivative Liabilities
- ----------------------

During April 2003, the Financial Accounting Standards Board issued SFAS 149,
"Amendment of Statement 133 on Derivative Instruments and Hedging Activities."
SFAS 149 amends and clarifies accounting for derivative instruments, including
certain derivative instruments embedded in other contracts, and for hedging
activities under SFAS 133, "Accounting for Derivative Instruments and Hedging
Activities." The statement requires that contracts with comparable
characteristics be accounted for similarly and clarifies when a derivative
contains a financing component that warrants special reporting in the statement
of cash flows. SFAS 149 is effective for contracts entered into or modified
after June 30, 2003, except in certain circumstances, and for hedging
relationships designated after June 30, 2003. The financial statements for the
six months ended June 30, 2006 include the recognition of the derivative
liability on the underlying securities issuable upon conversion of the Cornell
Convertible Debentures.

Comprehensive Income
- --------------------

SFAS No. 130, "Reporting Comprehensive Income", establishes standards for the
reporting and display of comprehensive income and its components in the
financial statements. The items of other comprehensive income that typically are
required to be displayed are foreign currency items, minimum pension liability
adjustments, and unrealized gains and losses on certain investments indebt and
equity securities. As of December 31, 2005, the Company recaptured its
unrealized loss on securities available for sale, and as such, no comprehensive
income or loss exists at June 30, 2006.

Recent Accounting Pronouncements
- --------------------------------

On December 16, 2004, the Financial Accounting Standards Board ("FASB")
published Statement of Financial Accounting Standards No. 123 (Revised 2004),
Share-Based Payment ("SFAS 123R"). SFAS 123R requires that compensation cost
related to share-based payment transactions be recognized in the financial
statements. Share-based payment transactions within the scope of SFAS 123R
include stock options, restricted stock plans, performance-based awards, stock
appreciation rights, and employee share purchase plans. The provisions of SFAS
123R are effective for small business issuers as of the first interim period
that begins after December 15, 2005. Accordingly, the Company implemented the
revised standard in the fourth quarter of fiscal year 2005. Prior to December
31, 2005, the Company accounts for its share-based payment transactions under
the provisions of APB 25, which does not necessarily require the recognition of
compensation cost in the financial statements. For the six months ended June 30,
2006, FAS 126R did not have any impact on the financial statements.

                                       12
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2006 AND 2005

On December 16, 2004, FASB issued Financial Accounting Standards No. 153,
Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29, Accounting
for Non-monetary Transactions ("FAS 153"). This statement amends APB Opinion 29
to eliminate the exception for non-monetary exchanges of similar productive
assets and replaces it with a general exception for exchanges of non-monetary
assets that do not have commercial substance. Under FAS 153, if a non-monetary
exchange of similar productive assets meets a commercial-substance criterion and
fair value is determinable, the transaction must be accounted for at fair value
resulting in recognition of any gain or loss. FAS153 is effective for
non-monetary transactions in fiscal periods that begin after June 15, 2005. The
implementation of this standard did not have a material impact on its financial
position, results of operations or cash flows.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections." SFAS No. 154 replaces Accounting Principles Board ("APB") Opinion
No. 20, "Accounting Changes" and SFAS No. 3, "Reporting Accounting Changes in
Interim Financial Statements." SFAS No. 154 requires retrospective application
to prior periods' financial statements of a voluntary change in accounting
principle unless it is impracticable. APB No. 20 previously required that most
voluntary changes in accounting principle be recognized by including the
cumulative effect of changing to the new accounting principle in net income in
the period of the change. SFAS No. 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.
The adoption of SFAS No. 154 did not have a material impact on the Company's
financial position, results of operations, or cash flows for the six months
ended June 30, 2006.

In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments, an amendment of FASB Statements No. 133 and 140." SFAS
No. 155 resolves issues addressed in SFAS No. 133 Implementation Issue No. D1,
"Application of Statement 133 to Beneficial Interests in Securitized Financial
Assets," and permits fair value remeasurement for any hybrid financial
instrument that contains an embedded derivative that otherwise would require
bifurcation, clarifies which interest-only strips and principal-only strips are
not subject to the requirements of SFAS No. 133, establishes a requirement to
evaluate interests in securitized financial assets to identify interests that
are freestanding derivatives or that are hybrid financial instruments that
contain an embedded derivative requiring bifurcation, clarifies that
concentrations of credit risk in the form of subordination are not embedded
derivatives and amends SFAS No. 140 to eliminate the prohibition on a qualifying
special-purpose entity from holding a derivative financial instrument that
pertains to a beneficial interest other than another derivative financial
instrument. SFAS No. 155 is effective for all financial instruments acquired or
issued after the beginning of the first fiscal year that begins after September
15, 2006. The Company is currently evaluating the effect the adoption of SFAS
No. 155 will have on its financial position, results of operations, and cash
flows.

                                       13
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2006 AND 2005

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
Financial Assets, an amendment of FASB Statement No. 140." SFAS No. 156 requires
an entity to recognize a servicing asset or liability each time it undertakes an
obligation to service a financial asset by entering into a servicing contract
under a transfer of the servicer's financial assets that meets the requirements
for sale accounting, a transfer of the servicer's financial assets to a
qualified special-purpose entity in a guaranteed mortgage securitization in
which the transferor retains all of the resulting securities and classifies them
as either available-for-sale or trading securities in accordance with SFAS No.
115, "Accounting for Certain Investments in Debt and Equity Securities" and an
acquisition or assumption of an obligation to service a financial asset that
does not relate to financial assets of the servicer or its consolidated
affiliates. Additionally, SFAS No. 156 requires all separately recognized
servicing assets and servicing liabilities to be initially measured at fair
value, permits an entity to choose either the use of an amortization or fair
value method for subsequent measurements, permits at initial adoption a one-time
reclassification of available-for-sale securities to trading securities by
entities with recognized servicing rights and requires separate presentation of
servicing assets and liabilities subsequently measured at fair value and
additional disclosures for all separately recognized servicing assets and
liabilities. SFAS No. 156 is effective for transactions entered into after the
beginning of the first fiscal year that begins after September 15, 2006. The
Company is currently evaluating the effect the adoption of SFAS No. 156 will
have on its financial position, results of operations, and cash flows.

NOTE 3 - GOODWILL AND INTANGIBLES

In June 2004, Trey Resources' wholly-owned subsidiary, SWK Technologies, Inc.,
completed a merger with SWK, Inc. The Company recorded total consideration for
the acquisition of $577,437 comprised of acquisition costs of $27,437 and
2,750,000 Class A common stock of Trey Resources, Inc. valued at $550,000. This
consideration has been allocated to the tangible and identifiable intangible
assets acquired according to their respective estimated fair values, with the
excess purchase consideration being allocated to goodwill at the closing of the
transaction. Goodwill on this transaction amounted to $1,008,040, which
represented amounts paid in excess of the fair market value of the acquired
assets and liabilities assumed of SWK, Inc.

On November 11, 2004, Trey Resources' wholly-owned subsidiary, BTSG Acquisition
Corp. completed the acquisition of certain assets of Business Tech Solutions
Group, Inc. Business Tech Solutions Group, Inc. was a value added reseller for
Sage Software's BusinessWorks financial accounting software. As a result of the
acquisition, Business Tech Solutions Group, Inc.'s sole shareholder was issued,
in exchange for certain assets of Business Tech Solutions Group, Inc., 648,149
unregistered shares of Trey Resources' Class A Common Stock. In addition,
Business Tech also received $19,000 of cash at the closing. The aggregate amount
of this transaction, $54,000, was recorded as Goodwill.

                                       14
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2006 AND 2005

On February 27, 2006, Trey Resources' wholly owned subsidiary, SWK Technologies,
Inc. completed the acquisition of certain assets of Wolen Katz. Wolen Katz was
an authorized reseller for Sage Software's ABRA HRMS software solution and an
authorized reseller of Employee Based Systems' E-Z Product line. As a result of
the acquisition, Ms. Jodie Katz, the sole proprietor of Wolen Katz Associates,
was issued, in exchange for certain assets of Wolen Katz, 4,347,825 unregistered
shares of Trey Resources' Class A Common Stock, valued at $40,000. In addition,
Ms. Katz will also receive $12,000 in cash payable in twelve (12) equal monthly
installments commencing on the 90th day following the Closing Date.

On June 2, 2006, Trey Resources' wholly owned subsidiary, SWK Technologies, Inc.
completed the acquisition of certain assets of AMP-Best Consulting. AMP-Best
Consulting was an information technology company, a value added reseller, and
master developer of the Sage Software family of products. Among the solutions
they sold and supported are: Sage MAS 500 ERP, Sage MAS 90, 200, and 200 SQL,
Sage BusinessWorks, Sage MIP, Sage Abra, ACT! by Sage, Sage CRM, Sage FAS Asset
Accounting and JobOps. As a result of the acquisition, Patrick Anson, Crandall
Melvin III and Michelle Paparo collectively were issued 6,000,000 unregistered
shares of Trey Resources' Class A Common Stock, valued at $75,000. In addition,
the SWK Technologies paid an aggregate of $85,000 at the closing and issued a
$380,000 promissory note to Crandall Melvin III. Payments on the promissory note
commence 120 days from the closing and are for a term of 5 years. The aggregate
amount of consideration paid at the closing of $540,000 was reduced by assets
acquired of $6,519 and $533,481 was recorded as Goodwill.

These acquisitions have been valued by the strength of the client lists, and as
such, have been reviewed for impairment at December 31, 2005. At December 31,
2005, management determined that the goodwill acquired in 2005 and prior periods
should be impaired by $361,100 based on the reduced repeat sales from the
clients. At June 30, 2006, management has determined that no further write-down
for impairment is required.

SWK Technologies capitalizes ongoing development costs of their MAPADOC product.
At June 30, 2006, the intangible assets totaled $27,330 net of accumulated
amortization of $9,038.

                                       15
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2006 AND 2005

NOTE 4 - GOING CONCERN

The accompanying condensed consolidated financial statements have been prepared
in conformity with accounting principles generally accepted in the United States
of America, which contemplates continuation of the Company as a going concern.

The Company has suffered recurring losses, experiences a deficiency of cash flow
from operations, and current liabilities exceed current assets by approximately
$1.2 million as of June 30, 2006. These matters raise substantial doubt about
the Company's ability to continue as a going concern. The recoverability of a
major portion of the recorded asset amounts shown in the accompanying
consolidated balance sheet is dependent upon continued operations of the
Company, which in turn, is dependent upon the Company's ability to raise capital
and/or generate positive cash flows from operations.

In addition to developing new products, obtaining new customers and increasing
sales to existing customers, management plans to achieve profitability through
acquisitions of companies in the business software and information technology
consulting market with solid revenue streams, established customer bases, and
generate positive cash flow.

In January 2003, as subsequently amended retroactively to January 27, 2003, the
Company entered into an Equity Line of Credit with Cornell Capital Partners, LP.
Pursuant to the Equity Line of Credit, the Company, at their discretion, may
periodically sell to Cornell Capital Partners shares of Class A common stock for
a total purchase price of up to $10.0 million to raise funds for its working
capital needs. Between March 15, 2004 and August 31, 2005, the Company had drawn
down $2.7 million from the Equity Line of Credit. On December 30, 2005, the
Equity Line of Credit was terminated and replaced with two Secured Convertible
Debentures for an aggregate value of $1.8 million. Pursuant to the terms of the
Securities Purchase Agreement executed on the same date, the Company also
received $600,000 on May 2, 2006, 2 business days prior to the filing of the
registration statement with the SEC. The Secured Convertible Debentures accrue
at the annual rate of 7.5%. Payment of principal and accrued interest shall be
paid on or before December 30, 2007. The Company has the option to redeem a
portion or all of the outstanding debentures at 120% of the amount redeemed plus
accrued interest. The holder shall be entitled to convert in whole or in part at
any time and from time to time, any amount of principal and accrued at a price
equal to 90% of the lowest closing bid price of the Common Stock during the 30
trading days immediately preceding the conversion date, as quoted by Bloomberg,
LP ("Conversion Price").

These financing transactions required the Company to register its common stock
under Section 12(g) of the U.S. Securities Exchange Act of 1934 and subsequently
register for resale a number of shares to facilitate these financing
transactions.

These condensed consolidated financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets, or the
amounts and classification of liabilities that might be necessary in the event
the Company cannot continue in existence.

                                       16
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2006 AND 2005

NOTE 5 - CONVERTIBLE DEBENTURES RECEIVABLE

In November 2004, the Company sold certain intellectual property, representing
the software codes of the Automatic Reminder to Laser Energetics, Inc. (LEI), a
New Jersey based technology company. As part of the sale, the Company was issued
a convertible debenture in the amount of $250,000. The debenture, which bears
interest at the rate of 3% per annum, has a five year term, and is convertible
into shares of LEI Class A Common Stock at a rate equal to fifty percent (50%)
of the average closing bid price of the Class A Common Stock for the four
trading days immediately preceding the conversion date. The convertible
debenture is convertible at the holder's option. As of June 30, 2006, the
Company has determined that value of the debenture was significantly impaired
and the entire debenture, including the accrued interest income for 2005 and
2006, were written down to zero as a provision for doubtful accounts.

In January 2005, the Company purchased $328,695 of Voyager One, Inc. convertible
debentures from Cornell Capital Partners. The debentures, which bear interest at
the rate of 5% per annum, have a three year term, and are convertible into
shares of Voyager One, Inc. Common Stock at a conversion price equal to the
lower of (i) 150% of the lowest initial bid price of the common stock as
submitted by a market maker and approved by the NASD or (ii) 50% of the lowest
closing bid price of the common stock for the five trading days immediately
preceding the conversion date. The convertible debentures are convertible at the
holder's option any time up to the maturity date. During the six months ending
June 30, 2006, the company converted $18,000 of principal into 1,154,286 share
of Class A Common Stock of Voyager One. Of this amount, 734,286 shares were sold
in the open market for a gain of $26,411. At June 30, 2006, the aggregate value
of the debentures plus deferred interest income is $333,860. The balance of the
Voyager One Common Stock that is unsold, $7,500, is recorded as Securities
available for sale.


NOTE 6 - NOTES PAYABLE

In January 2005, the Company issued a promissory note payable to Cornell Capital
Partners, LP for $1,150,000 for advances on the equity-line financing agreement
entered into with Cornell in January 2003. As of December 31, 2005, $325,000 was
repaid for principal through the issuance of 32,559,098 shares of Class A common
stock. On December 30, 2005, the balance of the principal ($825,000) and accrued
interest ($126,091) was transferred to a Secured Convertible Debenture as
discussed in Note 7.

In August 2005, the Company issued a promissory note payable to Cornell Capital
Partners, LP for $200,000 for advances on the equity-line financing agreement
entered into with Cornell in January 2003. On December 30, 2005, the balance of
the principal ($200,000) and accrued interest ($7,956) was transferred to a
Secured Convertible Debenture as discussed in Note 7.

                                       17
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2006 AND 2005

During the year ended December 31, 2005 and six months ended June 30, 2006, SWK
Technologies, Inc. drew down $195,000 from its line of credit with Fleet
National Bank, a Bank of America company. The secured line of credit bears
interest at prime plus 1% per annum, which can change with the fluctuations in
the prime rate. Monthly payments of interest only in arrears shall be due and
payable on the 4th of each month and these have been paid. Principal shall be
due and payable on demand from Fleet National Bank. As of June 30, 2006, the
entire line of credit had been repaid in full. Interest payments during the six
months ending June 30, 2006 were $7,752.

On June 2, 2006, pursuant to the asset purchase agreement with AMP-Best, SWK
Technologies, Inc. issued a $380,000 promissory note to Crandall Melvin III. The
note carries an interest rate of 7.75% and is payable in 60 monthly payments,
commencing 120 days from the closing. As of June 30, 2006, the principal balance
on the note is $380,000 and accrued interest is $2,454.

NOTE 7 - CONVERTIBLE DEBENTURES PAYABLE

In January 2003, the Company entered into a subscription agreement with certain
purchasers to issue $140,000 in convertible debentures, with interest payable at
5% annum. The notes are convertible into the Company's Class A common stock at a
price equal to either (a) an amount equal to one hundred twenty percent (120%)
of the closing bid price for the Common Stock on the Closing Date, or (b) an
amount equal to eighty percent (80%) of the average of the four (4) lowest
Closing Bid Prices of the Common Stock for the five (5) trading days immediately
preceding the Conversion Date.

On June 30, 2003, the Company issued $40,000 and on September 19, 2003, the
Company issued an additional $100,000 in 5% convertible debentures to the
private investors under the subscription agreement. The 20% beneficial
conversion feature was previously recorded as prepaid financing costs, until
such time as the Company's Class A common stock into which the debentures are
convertible was registered and deemed effective by the U.S Securities and
Exchange Commission. The Company completed the effective registration of the
Company's common stock, and any amounts capitalized have been charged to expense
in accordance with EITF Issue 98-5.

During the six months ended June 30, 2006, no additional payments have been
made. Total outstanding principal balance of the convertible debentures at June
30, 2006 was $15,000, plus accrued interest of $3,545.

On December 30, 2005, the Company entered into a Securities Purchase Agreement
with Cornell Capital Partners, LP ("Cornell"). Pursuant to such purchase
agreement, Cornell shall purchase up to $2,359,047 of secured convertible
debentures which shall be convertible into shares of the Company's Class A
common stock. Pursuant to the Securities Purchase Agreement, two Secured
Convertible Debentures were issued on December 30, 2005 for an aggregate of
$1,759,047. On May 2, 2006, the remaining $600,000 was funded 2 business days
prior to the date the registration statement was filed with the United States
Securities and Exchange Commission.

                                       18
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2006 AND 2005

Interest on the outstanding principal balance of the Secured Convertible
Debentures accrues at the annual rate of 7.5%. Payment of principal and accrued
interest shall be paid on or before December 30, 2007. The Company has the
option to redeem a portion or all of the outstanding debentures at 120% of the
amount redeemed plus accrued interest. The holder shall be entitled to convert
in whole or in part at any time and from time to time, any amount of principal
and accrued interest at a price equal to 90% of the lowest closing bid price of
the Common Stock during the 30 trading days immediately preceding the conversion
date, as quoted by Bloomberg, LP ("Conversion Price"). In the event of a
default, the full principal amount of this Debenture, together with interest and
other amounts owing, shall be due and payable in cash, provided however, the
Holder may request payment of such amounts in Common Stock of the Obligor at the
Conversion Price then in-effect. A Holder may not convert this Debenture or
receive shares of Common Stock as payment of interest hereunder to the extent
such conversion or receipt of such interest payment would result in the Holder
beneficially owning in excess of 4.9% of the then issued and outstanding shares
of Common Stock, including shares issuable upon conversion of, and payment of
interest on, this Debenture. Providing that the Holder meets all restrictions
and that the Company does not enter into default, then the Company would expect
to issue approximately 375,000,000 shares of Common Stock in settlement of the
three secured convertible debentures, over the life of these debentures at the
current Conversion Price of $.008.

The aggregate principal value of the Cornell debentures is $2,334,047 and is
recorded as long term as there are no current obligations under the agreements.
This amount is shown net of the unamortized portion of the discount on
conversion of $1,533,595. This discount is being amortized over the life of the
debenture and is being recorded as a charge to amortization of discount on debt
conversion on the statement of operations.

On December 30, 2005, the Company entered an Investor Registration Rights
Agreement with Cornell Capital Partners, LP. Pursuant to the terms of the
agreement, the Company was to file a registration statement with the SEC within
60 calendar days and to use its best efforts to have the Initial Registration
Statement declared effective by the SEC no later than 120 calendar days after
the date of the agreement. In the event of default of the registration rights
agreement, the Company will pay liquidated damages, either in cash or shares of
the Company's Common Stock, at 2% of the liquidated value of the Convertible
Debentures outstanding for each thirty (30) day period after the Scheduled
Filing Deadline or the Scheduled Effective Deadline as the case may be. Any
Liquidated Damages payable hereunder shall not limit, prohibit or preclude the
Investor from seeking any other remedy available to it under contract, at law or
in equity. As of June 30, 2006, the Company has incurred $105,543 in Liquidated
Damages and there is no maximum stipulated in the agreement.

                                       19
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2006 AND 2005


NOTE 8 - DUE TO RELATED PARTIES

Pursuant to the Spin-off, the Company entered into an Administrative Services
Agreement whereby iVoice will provide the Company with services in such areas as
information management and technology, employee benefits administration,
payroll, financial accounting and reporting, and other areas where the Company
may need transitional assistance and support following the Spin-off
distribution. The term of the agreement commences upon the effective date of the
Spin-off and continues for two years, but may be terminated earlier under
certain circumstances, including a default, and may be renewed for additional
one-year terms. In exchange for services under the administrative services
agreement, Trey Resources has agreed to pay iVoice an annual fee of $95,000. On
May 16, 2005, the iVoice, Inc terminated its administrative services agreement
with the Company and iVoice agreed to accept the assignment of 10 million shares
of Laser Energetics Class A Common Stock as settlement of all Administrative
Fees owed by the Company. The value of the exchanged securities was determined
to be $64,891.

Pursuant to the Spin-off from iVoice, the Company has assumed a promissory note
totaling $250,000 payable to Jerry Mahoney, President and Chief Executive
Officer of iVoice and Non- Executive Chairman of the Board of Trey Resources.
This amount is related to funds loaned to iVoice and is unrelated to the
operations of Trey. The note bears interest at the rate of 9.5% per annum on the
unpaid balance until paid or until default. At the time of default (if any) the
interest rate shall increase to 20% until the principal balance has been paid.
Under the terms of the Promissory Note, at the option of the Note holder,
principal and interest can be converted into either (i) one Class B common stock
share of Trey Resources, Inc., par value $0.00001, for each dollar owed, (ii)
the number of Class A common stock shares of iVoice, Inc. calculated by dividing
(x) the sum of the principal and interest that the Note holder has decided to
prepay by (y) fifty percent (50%) of the lowest issue price of Series A common
stock since the first advance of funds under this Note, or (iii) payment of the
principal of this Note, before any repayment of interest. During the six months
ending June 30, 2006, Mr. Mahoney received $125,000 cash payment and $32,459 of
the Company's Class A Common Stock, both of which were applied to the principal
of the loan. At June 30, 2006 the principal balance on this note was $34,649 and
accrued interest was $47,064.

Pursuant to the employment contract dated January 1, 2003 between the Company
and Jerome Mahoney, the Non-Executive Chairman of the Board, Mr. Mahoney is to
receive a salary of $180,000 per year subject to 10% increases every year
thereafter, as well as a monthly unaccountable travel expense allowance of $725,
an auto allowance of $800 and a health insurance allowance of $1,400 per month.
Also, pursuant to the employment contract with Mr. Mahoney, following the
completion of the Spin-off from its former parent company, iVoice Inc., which
occurred on February 11, 2004, Mr. Mahoney is entitled to receive a one-time
payment of $350,000.

Total amounts owed to Mr. Mahoney at June 30, 2006, representing unpaid salary,
unpaid expense and auto allowances and the one-time payment in connection with
the Spin-off totaled $748,405.

                                       20
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2006 AND 2005

Pursuant to the employment contract dated September 15, 2003 between the Company
and Mark Meller, the President, Chief Executive Officer and Chief Financial
Officer of Trey Resources, Mr. Meller is to receive a salary of $180,000 per
year subject to 10% increases every year thereafter, as well as a monthly
unaccountable travel expense allowance of $600 and an auto allowance of $800.
Also, pursuant to the employment contract dated September 15, 2003 between the
Company and Mr. Meller, following the completion of the Spin-off from its former
parent company, iVoice Inc., which occurred on February 11, 2004, Mr. Meller is
entitled to receive a one-time payment of $350,000. In addition, Mr. Meller was
awarded a cash bonus of $114,800 on September 14, 2004. During the six months
ending June 30, 2006, Mr. Meller received $125,000 cash payments and $32,459 of
the Company's Class A Common Stock as approved by the Board of Directors as
repayment of his accrued compensation.

Total amounts owed to Mr. Meller at June 30, 2006, representing unpaid salary,
unpaid expense and auto allowances, and the one-time payment in connection with
the Spin-off, totaled $508,435.

Mr. Mahoney and Mr. Meller have agreed to defer payment of any monies due and
owing them representing fixed compensation, which have been accrued on the
Company's balance sheet, and the one-time payment in connection with the
Spin-off, until such time as the Board of Directors determines that the Company
has sufficient capital and liquidity to make such payments. Mr. Mahoney and Mr.
Meller have further agreed, however, to accept payment or partial payment, from
time to time, as determined in the sole discretion of the Board of Directors in
the form of cash, the Company's Class A Common Stock and/or the Company's Class
B Common Stock.

In connection with the acquisition of SWK, Inc, the Company assumed a note
payable to Gary Berman, a former shareholder of SWK, Inc. and current
shareholder of Trey. On April 1, 2004, Mr. Berman loaned the company $25,000
pursuant to the Agreement and Plan of Merger and Reorganization among Trey, SWK
and SWK Technologies, Inc. The unsecured note bears interest at 5% per annum and
is payable in bi-weekly amounts of $217. At June 30, 2006, the outstanding
balance to Mr. Berman was $14,597.

In connection with the acquisition of SWK, Inc, the Company assumed a note
payable to Lynn Berman, a former shareholder of SWK, Inc. and current
shareholder of Trey. On April 1, 2004, Ms. Berman loaned the company $25,000
pursuant to the Agreement and Plan of Merger and Reorganization among Trey, SWK
and SWK Technologies, Inc. The unsecured note bears interest at 5% per annum and
is payable in bi-weekly amounts of $217. At June 30, 2006, the outstanding
balance to Ms. Berman was $14,597.

In connection with the acquisition of Wolen Katz, the Company agreed to pay Ms.
Katz $12,000 payable in twelve (12) equal monthly installments commencing on the
90th day following the Closing Date. At June 30, 2006, the outstanding balance
to Ms. Katz was $11,000.

                                       21
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2006 AND 2005

NOTE 9 - COMMITMENTS AND CONTINGENCIES

o    On June 10, 2005, we consolidated our two New Jersey offices and moved into
     6,986 square feet of space at 5 Regent Street, Livingston, NJ 07039 at a
     monthly rent of $7,423. In addition, we sublet 1,090 square feet of space
     in Clifton, NJ at a monthly rent of $1,998. Effective March 15, 2005, we
     entered into a lease for 621 square feet of space at 900 Walt Whitman Road,
     Melville, NY 11747, at a monthly rent of $932. On October 30, 2005, we
     entered into a one-year lease for office space at 1902 Wright Place,
     Carlsbad, CA 92008, at a monthly rent of $567. On June 2, 2006, we entered
     into a two-year lease for office space at 6834 Buckley Road, North
     Syracuse, New York, at a monthly rent of $1,800. We use our facilities to
     house our corporate headquarters and operations and believe our facilities
     are suitable for such purpose. The Company maintains a good relationship
     with its landlords and believes that these facilities will be adequate for
     the foreseeable future.

o    See Note 8 to the Financial Statements for information related to the
     employment agreements between Jerome Mahoney and Mark Meller.

o    The Company has entered into a subscription agreement with certain
     purchasers for the sale of $140,000 in convertible debentures. The notes
     are convertible into Class A common stock at the discretion of the holders.
     During 2004, the Company issued 2,444,177 shares of Trey's Class A common
     stock for repayment of $125,000 of principal. As of June 30, 2006, $15,000
     remained due on the principal and $3,545 was due for accrued interest on
     these debentures.

o    See Note 7 to these Financial Statement for information related to the
     Securities Purchase Agreement, Investors Registration Rights Agreement and
     Secured Convertible Debentures entered into between the Company and Cornell
     Capital Partners, LP. Pursuant to terms of these agreements, Cornell shall
     purchase up to $2,359,047 of secured convertible debentures which shall be
     convertible into shares of the Company's Class A common stock. The
     agreements also require the Company to file a registration statement with
     the SEC and assess liquidated damages for various defaults.

o    The Company assumed a total of $324,000 in accrued liabilities and related
     party debt outstanding and incurred by iVoice. The terms and conditions of
     the liabilities and debt being assumed are as follows:

     Kevin Whalen, a former officer of iVoice, is owed $74,000 in amounts due
     for unpaid salary from iVoice and is unrelated to the operations of Trey. A
     portion of this amount is convertible into Class A Common Stock of Trey
     calculated by dividing (x) the sum of the principal the obligee requests to
     be converted by (y) the average closing bid price of Class A Common Stock
     of Trey for the five (5) business days immediately preceding the conversion
     date. As of June 30, 2006, Mr. Whalen has received $4,500 in cash and
     $20,000 in Class A Common Stock leaving a balance due of $49,500.

                                       22
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2006 AND 2005

     The Company has also assumed an outstanding promissory note in the amount
     of $250,000 payable to Mr. Mahoney, President and Chief Executive Officer
     of iVoice and Non- Executive Chairman of the Board of Trey Resources. This
     amount is related to funds loaned to iVoice and is unrelated to the
     operations of Trey. The terms of this obligation are further discussed in
     Note 8. As of June 30, 2006, the loan balance is $34,649 plus accrued
     interest of $47,065.


NOTE 10 - COMMON STOCK

In accordance with its Certificate of Incorporation as amended on April 24,
2003, the Company is authorized to issue 10,000,000,000 shares of Class A common
stock at $.00001 par value; 50,000,000 shares of Class B Common Stock, par value
$.00001; and 20,000,000 shares of Class C Common Stock, par value $.00001.
Additionally, the board of directors has the rights to prescribe and authorize
the issuance of 1,000,000 preferred shares, $1.00 par value.

PREFERRED STOCK

Preferred Stock consists of 1,000,000 shares of authorized preferred stock with
$1.00 par value. As of June 30, 2006, no shares were issued or outstanding.

CLASS A COMMON STOCK

Class A Common Stock consists of the following as of June 30, 2006:
10,000,000,000 shares of authorized common stock with a par value of $.00001,
150,314,126 shares were issued and outstanding. Each holder of Class A common
stock is entitled to receive ratably dividends, if any, as may be declared by
the Board of Directors out of funds legally available for the payment of
dividends. The Company has never paid any dividends on its common stock and does
not contemplate doing so in the foreseeable future. The Company anticipates that
any earnings generated from operations will be used to finance the growth
objectives.

For the six months ending June 30, 2006, the company had the following
transactions in its Class A common stock:

>>   The Company issued 3,703,704 shares of Class A common stock with a total
     value of $40,741. Of this amount, $25,000 was for repayment of principal on
     the convertible debenture with Cornell Capital Partners, LP. The balance of
     $15,741 represents discount on conversions of the principal.

>>   The Company issued 4,347,826 shares of Class A common stock pursuant to the
     asset purchase agreement with Jodie Katz, valued at $40,000.

                                       23
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2006 AND 2005

>>   The Company issued 6,000,000 shares of Class A common stock pursuant to the
     asset purchase agreement with Patrick J. Anson, Crandall Melvin III and
     Michelle Paparo, valued at $75,000.

>>   The Company issued 14,112,208 shares of its Class A common stock with a
     total value of $155,622 to officers of the Company as repayment of loans
     and accrued salaries. Of this amount, $64,917 was for repayment of
     principal and $90,705 represents discount on conversions.

>>   The Company issued 2,400,000 shares of Class A common stock with a total
     value of $30,000. Of this amount, $11,040 was for repayment legal services.
     The balance of $18,960 represents discount on conversions.

>>   The Company issued 4,800,000 shares of Class A common stock for
     compensation and bonuses to employees of SWK Technologies, Inc, valued at
     $60,000.

CLASS B COMMON STOCK

Class B Common Stock consists of 50,000,000 shares of authorized common stock
with a par value of $0.00001. Class B stock has voting rights of 1 to 100 with
respect to Class A Common Stock. As of June 30, 2006, no shares were issued and
outstanding; Class B common stockholders are entitled to receive dividends in
the same proportion as the Class B Common Stock conversion and voting rights
have to Class A Common Stock. A holder of Class B Common Stock has the right to
convert each share of Class B Common Stock into the number of shares of Class A
Common Stock determined by dividing the number of Class B Common Stock being
converted by a 50% discount of the lowest price that Trey had ever issued its
Class A Common Stock. Upon the liquidation, dissolution, or winding - up of the
Company, holders of Class B Common Stock will be entitled to receive
distributions.

CLASS C COMMON STOCK

Class C Common Stock consists of 20,000,000 shares of authorized common stock
with a par value of $0.00001. Class C stock has voting rights of 1,000 to 1 with
respect to Class A Common Stock. As of June 30, 2006, no shares were issued or
outstanding.

                                       24
<PAGE>

                      TREY RESOURCES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             JUNE 30, 2006 AND 2005

NOTE 12 - ACQUISITIONS AND MERGERS

On June 2, 2006, Trey Resources' wholly-owned subsidiary, SWK Technologies,
Inc., executed an asset purchase agreement between and among AMP-Best
Consulting, Inc. ("AMP-Best"), a New York Corporation, Patrick Anson, Crandall
Melvin III and Michelle Paparo for acquisition of certain assets, the customer
list and business name of AMP-Best. Terms of the agreement provided for a cash
payment at closing of $85,000, issuance of a $380,000 promissory note to
Crandall Melvin III, the issuance of 6,000,000 shares to Trey Resource's Class A
Common Stock, valued at $75,000, and employment agreements for Patrick Anson,
Crandall Melvin III and Michelle Paparo.

In addition, SWK Technologies assumed certain assets and liabilities of AMP-Best
with an aggregate value of $6,591. The aggregate amount of consideration paid at
the closing of $540,000 was reduced by the assets acquired and the balance of
$533,481 was recorded as Goodwill.

NOTE 12 - SUBSEQUENT EVENTS

>>   On August 1, 2006, the Company sent notice to Voyager One of its intent to
     convert $10,695 of principal on the Voyager One Debenture into 1,069,521
     shares of Class A Common Stock of Voyager One. On August 2, 2006, the
     Company received a notice to redeem from Voyager One that they will be
     exercising their option to pay the convert in cash, within 3 days of the
     notice. On August 11, 2006, the Company received a check for $16,802 from
     Voyager One in settlement of this conversion notice.

>>   On August 8, 2006, the Company sent notice to Voyager One of its intent to
     convert $35,000 of principal on the Voyager One Debenture into 1,000,000
     shares of Class A Common Stock of Voyager One. As of the date of this
     filing, the Company has not received these shares.

                                       25
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

You should read the following discussion in conjunction with our financial
statements and related notes included elsewhere in this filing as well as our
audited statements and related notes for the fiscal year ended December 31, 2005
filed with Form 10-KSB. The following discussion contains forward-looking
statements. Please see "Forward Looking Statements - Cautionary Factors" for a
discussion of uncertainties, risks and assumptions associated with these
statements

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.

Up until its acquisition of SWK, Inc. ("SWK") on June 2, 2004, the Company was
solely engaged in the design, manufacture, and marketing of specialized
telecommunication equipment. As a result of a Spin-off, Trey was assigned the
iVoice corporate assets, liabilities and expenses related to the Automatic
Reminder software business. Trey Resources' plan of operation pursuant to its
spin-off from its former parent company was to market and sell the Automatic
Reminder software product. With the acquisition of SWK and as part of its plan
to expand into new markets, the Board of Directors decided that Trey will focus
on the business software and information technology consulting market, and is
looking to acquire other companies in this industry. SWK Technologies, Inc.,
Trey's wholly owned subsidiary and the surviving company from the acquisition
and merger with SWK, Inc., is a New Jersey-based information technology company,
value added reseller, and master developer of licensed accounting software
published by Sage Software. SWK Technologies also publishes its own proprietary
supply-chain software, the Electronic Data Interchange (EDI) solution "MAPADOC".
SWK Technologies sells services and products to various end users,
manufacturers, wholesalers and distribution industry clients located throughout
the United States.

On June 2, 2006, SWK Technologies, Inc. completed the acquisition of certain
assets of AMP-Best Consulting, Inc. of Syracuse, New York. AMP-Best Consulting,
Inc. is an information technology company and value added reseller of licensed
accounting software published by Sage Software. AMP-Best Consulting, Inc. sells
services and products to various end users, manufacturers, wholesalers and
distribution industry clients located throughout the United States, with special
emphasis on companies located in the upstate New York region.

Management is uncertain that it can generate sufficient cash to sustain its
operations in the next twelve months, or beyond. It is unclear whether the
acquisition of SWK, Inc, will result in a reasonably successful operating
business and can give no assurances that we will be able to generate sufficient
revenues to be profitable, obtain adequate capital funding or continue as a
going concern.

SIX MONTHS ENDING JUNE 30, 2006 COMPARED TO SIX MONTHS ENDING JUNE 30, 2005
- ---------------------------------------------------------------------------

Prior to our acquisition of SWK, Inc., on June 2, 2004, all revenues reported by
Trey were derived from the license of our automatic reminder and call initiating
software products which address a business or professional organization's need
to automatically confirm pre-set appointments or meetings with customers or
clients. Until February 11, 2004, the Automatic Reminder business had only
operated as a division of iVoice, Inc. and had never operated on a stand-alone
basis. All rights, title, and interest to the Automatic Reminder software source
code and product line was sold in November 2004 to a technology company for a
$250,000 note and stock.

                                       26
<PAGE>

Revenues for the six month period ended June 30, 2006 were $2,907,706 as
compared to sales of $1,964,941 for the six month period ending June 30, 2005,
an increase of $942,765, or 48.0%. These sales were all generated by the
Company's operating subsidiary, SWK Technologies ("SWKT"). SWKT sales increased
as the result of increased focus by management on marketing and sales across all
its product lines, as well as a contribution to sales from AMP-Best Consulting,
Inc, which SWKT acquired on June 2, 2006.

The gross profit for the six months ended June 30, 2006 of $1,087,168 represents
the gross profit of SWKT. As a percentage of sales, gross margin was 37.4% for
the six-month period ending June 30, 2006. Gross profit for the six months ended
June 30, 2005 was $741,061, which was 37.7% of sales. Total gross profit
increased by $346,107 when compared to the prior year. The mix of products being
sold by the company changes from time to time, such that the overall gross
margin percentage marginally decreased. Sales of the larger Sage Software
products carries lower gross margin percentage as the relative discount
percentage from the supplier decreases, while consulting and network services
typically carry higher gross margins.

Total operating expenses were $1,661,134 for the six-month period ending June
30, 2006, an increase of $404,391 over the six-month period ending June 30,
2005, which totaled $1,256,743. The increase is primarily a result of SWKT
increased selling and marketing expenses for salaries and benefits as management
increased headcount necessary to increase sales and to support higher sales
volumes.

Total other income (expense) for the six months ended June 30, 2006 were an
expense of $356,483, an increase of $19,674 in other expenses over the six-month
period ending June 30, 2005. The increase in other expenses primarily reflects
an increase of $55,664 in interest expense on outstanding indebtedness, an
increase of $366,628 in amortization of debt conversion discounts and a decrease
of $109,355 in other income. These changes were offset primarily by an increase
of $61,520 in the gain on sales of securities available for sale, a gain on
revaluation of derivatives of $396,648, and a decrease in the write off of
financing costs in the amount of $53,805.

Net loss for the six-month period ending June 30, 2006 was $930,449 as compared
to net loss of $852,491 for the six-month period ending June 30, 2005. The
increase in net loss of $77,958 for the respective periods was a result of the
factors discussed above.

THREE MONTHS ENDING JUNE 30, 2006 COMPARED TO THREE MONTHS ENDING JUNE 30, 2005
- -------------------------------------------------------------------------------

Prior to our acquisition of SWK, Inc., on June 2, 2004, all revenues reported by
Trey were derived from the license of our automatic reminder and call initiating
software products which address a business or professional organization's need
to automatically confirm pre-set appointments or meetings with customers or
clients. Until February 11, 2004, the Automatic Reminder business had only
operated as a division of iVoice, Inc. and had never operated on a stand-alone
basis. All rights, title, and interest to the Automatic Reminder software source
code and product line was sold in November 2004 to a technology company for a
$250,000 note and stock

                                       27
<PAGE>

Revenues for the three month period ended June 30, 2006 were $1,568,772 as
compared to sales of $955,527 for the three-month period ending June 30, 2005,
an increase of $613,245, or 64.2%. These sales were all generated by the
Company's operating subsidiary, SWKT. SWKT sales increased as the result of
increased focus by management on marketing and sales across all its product
lines, as well as a contribution to sales from AMP-Best Consulting, Inc, which
SWKT acquired on June 2, 2006. .

The gross profit for the three months ended June 30, 2006 of $570,777 represents
the gross profit of SWKT. As a percentage of sales, gross margin was 36.4% for
the three-month period ending June 30, 2006. Gross profit for the three months
ended June 30, 2005 was $345,525, which was 36.2% of sales. Total gross profit
increased by $225,252 when compared to the prior year. The mix of products being
sold by the company changes from time to time, such that the overall gross
margin percentage marginally increased. Sales of the larger Sage Software
products carries lower gross margin percentage as the relative discount
percentage from the supplier decreases, while consulting and network services
typically carry higher gross margins.

Total operating expenses were $892,196 for the three-month period ending June
30, 2006, an increase of $231,620 over the three-month period ending June 30,
2005, which totaled $660,576. The increase is primarily a result of SWKT
increased selling and marketing expenses for salaries and benefits as management
increased headcount necessary to increase sales and to support higher sales
volumes.

Total other income (expense) for the three months ended June 30, 2006 were an
expense of $317,480, an increase of $298,328 in other expenses over the
three-month period ending June 30, 2005. The increase in other expenses
primarily reflects an increase of $94,996 in interest expense on outstanding
indebtedness, an increase of $241,033 in amortization of debt conversion
discounts, an increase of $60,000 on the write off of financing costs, and a
decrease of $75,458 in other income. These changes were offset primarily by an
increase of $49,453 in the gain on sales of securities available for sale and a
gain on revaluation of derivatives of $123,706.

Net loss for the three-month period ending June 30, 2006 was $638,899 as
compared to net loss of $334,203 for the three-month period ending June 30,
2005. The increase in net loss of $304,696 for the respective periods was a
result of the factors discussed above.


LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

We are currently seeking additional operating income opportunities through
potential acquisitions or investments similar to the transaction with SWK, Inc.,
Business Tech Solutions Group, and AMP-Best Consulting, Inc. Such acquisitions
or investments may consume cash reserves or require additional cash or equity.
Our working capital and additional funding requirements will depend upon
numerous factors, including: (i) strategic acquisitions or investments; (ii) an
increase to current company personnel; (iii) the level of resources that we
devote to sales and marketing capabilities; (iv) technological advances; and (v)
the activities of competitors.

                                       28
<PAGE>

To date, Trey has incurred substantial losses, and will require financing for
working capital to meet its operating obligations. While we have recently raised
sufficient working capital to fund our operations for what we believe should be
sufficient for the next 6 months, we will subsequently need to raise additional
capital to fund our future operations. We anticipate that we will require
financing on an ongoing basis for the foreseeable future.

In January 2003, the Company entered into a subscription agreement with certain
accredited investors to issue $250,000 in convertible debentures, with interest
payable at 5% per annum. On March 31, 2003, Trey issued $40,000 in convertible
debentures to 4 individual investors under the subscription agreement. On
September 19, 2003, Trey issued $100,000 in convertible debentures to Cornell
Capital Partners pursuant to the subscription agreement. The debentures are
convertible into shares of Class A Common Stock at a price equal to either (a)
an amount equal to one hundred twenty percent (120%) of the closing bid price of
the Class A Common Stock as of the closing date of the registration of shares or
(b) an amount equal to eighty percent (80%) of the average closing bid price of
the Class A Common Stock for the four trading days immediately preceding the
conversion date. The convertible debentures have a term of two years with all
accrued interest due at the expiration of the term. At our option, these
debentures may be paid in cash or redeemed at a 20% premium prior to April 2004.
As of June 30, 2006, $15,000 remained due on the principal and $3,543 was due
for accrued interest on these debentures.

On December 30, 2005, Trey issued to Cornell two Secured Convertible Debentures
("Cornell Debentures") for the value of $1,159,047 and $600,000, respectively.
On May 2, 2006, Cornell provided the third Secured Convertible Debenture for a
value of $600,000 which was 2 business days prior to the filing of the
registration statement with the SEC. The debentures are due on December 30, 2007
and May 2, 2008, respectively, and carry an interest rate of 7.5% per annum. The
principal and accrued interest on the debentures are convertible into shares of
Class A Common Stock at a price per share equal to 90% of the lowest closing bid
price of our Class A Common Stock for the thirty trading days immediately
preceding conversion. The aggregate balance due of the Cornell debentures at
June 30, 2006 is $2,407,213 for principal and interest.

In connection with the acquisition of SWK, Inc. Trey has assumed a total of
$664,642 in liabilities and has borrowed an additional $35,000 from an unrelated
third party. Of the liabilities assumed, a total of $216,372 has been repaid by
Trey at the closing and the $35,000 note is being paid at the rate of $1,500 per
week. As of June 30, 2006, the entire balance on this note was paid in full. On
its audited financial statements for the year ending December 31, 2003, SWK,
Inc, was issued a going concern opinion by its auditors who cited recurring
losses, a deficiency of cash flows from operations and the lack of liquidity as
the basis of their opinion.

Pursuant to the Spin-Off from iVoice, Trey assumed an aggregate of $324,000 in
liabilities from iVoice and iVoice assigned to Trey assets having an aggregate
book value of $9,000. Trey believes that the fair value of these assets may be
greater than the book value, although it has not undertaken an appraisal. The
aggregate balance of these obligations at June 30, 2006 is $133,213. The assumed
obligations are described below.

Trey assumed an outstanding promissory note in the amount of $250,000 payable to
Jerry Mahoney in exchange for the assets it received pursuant to the Spin-Off of
the Automatic

                                       29
<PAGE>

Reminder business. This amount is related to funds loaned to iVoice and
unrelated to the operations of Trey. Trey, for value received, promised to pay
Mr. Mahoney the principal sum of $250,000 at the rate of 9.5% per annum on the
unpaid balance until paid or until default. Interest payments are due annually.
At the time of default (if any) the interest rate shall increase to 20% until
the principal balance has been paid. Under the terms of the Promissory Note, at
the option of the Note holder, principal and interest can be converted into
either (i) one share of Class B Common Stock of Trey, par value $0.00001, for
each dollar owed, (ii) the number of shares of Class A Common Stock of Trey
calculated by dividing (x) the sum of the principal and interest that the Note
holder has decided to prepay by (y) fifty percent (50%) of the lowest issue
price of Series A Common Stock since the first advance of funds under this Note,
or (iii) payment of the principal of this Note, before any repayment of
interest. At June 30, 2006, the principal on this note was $34,649 and accrued
interest was $49,064.

Mr. Mahoney agreed to forego receiving any shares he would have been entitled to
receive in the Spin-Off by virtue of his ownership of either iVoice Class A or
Class B Common Stock.

Trey assumed an outstanding obligation to Kevin Whalen of $74,000 for amounts
due for unpaid salary from iVoice. This amount is related to services provided
to iVoice and unrelated to the operations of Trey. However, because Mr. Whalen
assisted in the preparation of the financial statements and footnotes related to
the spin-off, Trey assumed this obligation to Kevin Whalen. A portion of the
obligation is convertible into Class A Common Stock of Trey calculated by
dividing (x) the sum of the principal the obligee requests to be converted by
(y) the average closing bid price of Class A Common Stock of Trey for the five
(5) business days immediately preceding the conversion date. As of June 30,
2006, Mr. Whalen has received $4,500 in cash and $20,000 in Class A Common Stock
leaving a balance due of $49,500.

During the six-month period ending June 30, 2006, SWK Technologies, Inc. drew
down $195,000 from its line of credit with Fleet National Bank, a Bank of
America company. The secured line of credit bears interest at prime plus 1% per
annum, which can change with the fluctuations in the prime rate. Monthly
payments of interest only in arrears shall be due and payable on the 4th of each
month and these have been paid. Principal shall be due and payable on demand
from Fleet National Bank. As of June 30, 2006, the entire balance of the line of
credit has been repaid in full.

In connection with the acquisition of AMP-Best consulting, Inc., SWKT issued a
note in the amount of $380,000 to Crandall Melvin III and further assumed a
capitalized lease with M&T Bank in the amount of $88,153 for certain furniture,
fixtures, and equipment.

During the six months ended June 30, 2006, Trey had a net decrease in cash of
$460,579. Trey's principal sources and uses of funds were as follows:

CASH USED BY OPERATING ACTIVITIES. Trey used $618,529 in cash for operating
activities in the six months ended June 30, 2006, a decrease of $38,362 in cash
used in operations as compared to cash used for operating activities of $656,891
in the six months ended June 30, 2005. The increase is primarily the result of
the increased accounts receivables on higher sales, payments of prior year
franchise taxes and the cash payments on related party accounts.

                                       30
<PAGE>

CASH USED BY INVESTING ACTIVITIES. Investing activities for the six months ended
June 30, 2006 used $124,228 for the purchase and upgrade of computers and
network equipment, and business acquisition costs, offset by net proceeds
realized from the sale of securities. Investing activities for the six months
ended June 30, 2005 used $412,614. Of this amount, $83,919 was used make
leasehold improvements and to purchase furniture and equipment during the move
to the new facility and $328,695 was used to purchase convertible debentures
from Cornell Capital.

CASH PROVIDED BY FINANCING ACTIVITIES. Financing activities in the six months
ended June 30, 2006 resulted in the Company receiving a total of $282,178 in
cash. This total primarily consisted of net proceeds from the issuance of
convertible debentures in the amount of $630,000 and proceeds from capital
leases of $21,503. This was offset by repayments of related party loans of
$118,854, repayments of notes payable and convertible debentures of $235,000,
and repayment of capital leases of $15,471. Financing activities in the six
months ended June 30, 2005 provided a total of $1,119,059 in cash. This total
primarily consisted of $1,136,196 in note payable proceeds representing advances
under the equity line of credit with Cornell Capital Partners and an additional
borrowing of $100,000 from an unrelated party. In addition, some of the new
equipment purchases were financed by the supplier for a total of $27,344

FORWARD LOOKING STATEMENTS - CAUTIONARY FACTORS

Certain information included in this Form 10-QSB and other materials filed or to
be filed by us with the Securities and Exchange Commission (as well as
information included in oral or written statements made by us or on our behalf),
may contain forward-looking statements about our current and expected
performance trends, growth plans, business goals and other matters. These
statements may be contained in our filings with the Securities and Exchange
Commission, in our press releases, in other written communications, and in oral
statements made by or with the approval of one of our authorized officers.
Information set forth in this discussion and analysis contains various
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Private
Securities Litigation Reform Act of 1995 (the "Act") provides certain "safe
harbor" provisions for forward-looking statements. The reader is cautioned that
such forward-looking statements are based on information available at the time
and/or management's good faith belief with respect to future events, and are
subject to risks and uncertainties that could cause actual performance or
results to differ materially from those expressed in the statements.
Forward-looking statements speak only as of the date the statement was made. We
assume no obligation to update forward-looking information to reflect actual
results, changes in assumptions or changes in other factors affecting
forward-looking information. Forward-looking statements are typically identified
by the use of terms such as "anticipate," "believe," "could," "estimate,"
"expect," "intend," "may," "might," "plan," "predict," "project," "should,"
"will," and similar words, although some forward-looking statements are
expressed differently. Although we believe that the expectations reflected in
such forward-looking statements are reasonable, we can give no assurance that
such expectations will prove to be correct.

                                       31
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.
- -------------------------------------------------

Management of the Company has evaluated, with the participation of the Chief
Executive Officer and Chief Financial Officer of the Company, the effectiveness
of the Company's disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) as of the end of the fiscal quarter covered by this
Quarterly Report on Form 10-QSB. Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer of the Company have concluded that the
Company's disclosure controls and procedures as of the end of the fiscal quarter
covered by this Quarterly Report on Form 10-QSB are effective to provide
reasonable assurance that information required to be disclosed by the Company in
the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
rules and forms of the Securities and Exchange Commission and that the
information required to be disclosed in the reports is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROLS.
- -----------------------------

Management of the Company has also evaluated, with the participation of the
Chief Executive Officer and Chief Financial Officer of the Company, any change
in the Company's internal control over financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal
quarter covered by this Quarterly Report on Form 10-QSB. There was no change in
the Company's internal control over financial reporting identified in that
evaluation that occurred during the fiscal quarter covered by this Quarterly
Report on Form 10-QSB that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.



                                       32
<PAGE>

                           PART II - OTHER INFORMATION


ITEM 6. EXHIBITS


     10.1      Asset Purchase Agreement (the "Asset Purchase Agreement") dated
               May 31, 2006 by and among AMP-Best Consulting, Inc., a New York
               corporation, Patrick J. Anson, an individual, Crandall Melvin
               III, an individual, Michelle A. Paparo, an individual and SWK
               Technologies, Inc. incorporated herein by reference to Exhibit
               10.1 of the Current Report on Form 8-K dated June 2, 2006.

     10.2      Promissory Note dated June 1, 2006 for the sum of $380,000
               payable to Crandall Melvin III incorporated herein by reference
               to Exhibit 10.2 of the Current Report on Form 8-K dated June 2,
               2006.

     10.3      Lease Agreement date June 1, 2006 by and between SWK
               Technologies, Inc. and Crandall Melvin III incorporated herein by
               reference to Exhibit 10.3 of the Current Report on Form 8-K dated
               June 2, 2006.

     10.4      Employment Agreement dated June 1, 2006 by and between SWK
               Technologies, Inc. and Patrick J. Anson incorporated herein by
               reference to Exhibit 10.4 of the Current Report on Form 8-K dated
               June 2, 2006.

     10.5      Employment Agreement dated June 1, 2006 by and between SWK
               Technologies, Inc. and Crandall Melvin III incorporated herein by
               reference to Exhibit 10.5 of the Current Report on Form 8-K dated
               June 2, 2006.

     10.6      Employment Agreement dated June 1, 2006 by and between SWK
               Technologies, Inc. and Michelle A. Paparo incorporated herein by
               reference to Exhibit 10.6 of the Current Report on Form 8-K dated
               June 2, 2006.

     10.7      Note and Agreement dated August 1, 2005 by and between SWK
               Technologies, Inc. and Bank of America, N.A. filed herein.

     10.8      Security Agreement dated August 1, 2005 by and between SWK
               Technologies, Inc. and Bank of America, N.A. filed herein.

     31.1      Certification of Chief Executive and Chief Financial Officer
               pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002.

     32.1      Certification of Chief Executive and Chief Financial Officer
               pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
               906 of the Sarbanes-Oxley Act of 2002.

                                       33
<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Trey Resources, Inc.

By: /s/ Mark Meller                                       Date: August 21, 2006
    ------------------------
    Mark Meller, President,
    Chief Executive Officer and
    Principal Accounting Officer


























                                       34
<PAGE>

                                INDEX OF EXHIBITS

     10.1      Asset Purchase Agreement (the "Asset Purchase Agreement") dated
               May 31, 2006 by and among AMP-Best Consulting, Inc., a New York
               corporation, Patrick J. Anson, an individual, Crandall Melvin
               III, an individual, Michelle A. Paparo, an individual and SWK
               Technologies, Inc. incorporated herein by reference to Exhibit
               10.1 of the Current Report on Form 8-K dated June 2, 2006.

     10.2      Promissory Note dated June 1, 2006 for the sum of $380,000
               payable to Crandall Melvin III incorporated herein by reference
               to Exhibit 10.2 of the Current Report on Form 8-K dated June 2,
               2006.

     10.3      Lease Agreement date June 1, 2006 by and between SWK
               Technologies, Inc. and Crandall Melvin III incorporated herein by
               reference to Exhibit 10.3 of the Current Report on Form 8-K dated
               June 2, 2006.

     10.4      Employment Agreement dated June 1, 2006 by and between SWK
               Technologies, Inc. and Patrick J. Anson incorporated herein by
               reference to Exhibit 10.4 of the Current Report on Form 8-K dated
               June 2, 2006.

     10.5      Employment Agreement dated June 1, 2006 by and between SWK
               Technologies, Inc. and Crandall Melvin III incorporated herein by
               reference to Exhibit 10.5 of the Current Report on Form 8-K dated
               June 2, 2006.

     10.6      Employment Agreement dated June 1, 2006 by and between SWK
               Technologies, Inc. and Michelle A. Paparo incorporated herein by
               reference to Exhibit 10.6 of the Current Report on Form 8-K dated
               June 2, 2006.

     10.7      Note and Agreement dated August 1, 2005 by and between SWK
               Technologies, Inc. and Bank of America, N.A. filed herein.

     10.8      Security Agreement dated August 1, 2005 by and between SWK
               Technologies, Inc. and Bank of America, N.A. filed herein.

     31.1      Certification of Chief Executive and Chief Financial Officer
               pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002.

     32.1      Certification of Chief Executive and Chief Financial Officer
               pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
               906 of the Sarbanes-Oxley Act of 2002.

                                       35



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>2
<FILENAME>exhibit10-7_14547.txt
<DESCRIPTION>NOTE AND AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.7
                                                                    ------------

BANK OF AMERICA




                                               NOTE AND AGREEMENT
                                               Date of Agreement: August 1, 2005



BANK OF AMERICA, N.A.
Business Credit Services - Documentation & Servicing
Premier Banking/Small Business Banking
West Seneca - Credit Services
Attn: Notice Desk
NY7-505-01-24
2970 Transit Rd
West Seneca, NY 14224



PRIMARY BORROWER NAME(S) AND ADDRESS
SWK TECHNOLOGIES
5 REGENT STREET
LIVINGSTON, NJ 07039



- --------------------------------------------------------------------------------
PRINCIPAL AMOUNT:    $250,000.00                  ACCOUNT NUMBER:    1842699
- --------------------------------------------------------------------------------

INTRODUCTION. This Note and Agreement ("Agreement"), dated and effective as of
August 1, 2005, is entered into between SWK Technologies (the "Borrower') and
Bank of America, N.A. (the "Bank"). The Borrower agrees to the following terms
and conditions:

1. LINE OF CREDIT

1.1 LINE OF CREDIT AMOUNT.

(a)  During the availability period described below, the Bank will provide a
     line of credit to the Borrower. The amount of the line of credit (the
     "Commitment") is Two Hundred Fifty Thousand and 001100 Dollars
     ($250,000.00). The Bank may increase or decrease the Commitment at any time
     and for any reason. The Bank will give the Borrower notice of any change in
     the Commitment.

(b)  This is a revolving line of credit. During the availability period, the
     Borrower may repay principal amounts and reborrow them. (c) The Borrower
     agrees not to permit the principal balance outstanding to exceed the
     Commitment. If the Borrower exceeds this limit, the Borrower will
     immediately pay the excess to the Bank upon the Bank's demand.

1.2 AVAILABILITY PERIOD. The line of credit is available between the date of
this Agreement and August 1, 2006, or such earlier date as the availability may
terminate as provided in this Agreement (the "Expiration Date").

The availability period for this line of credit will be considered renewed if
and only if the Bank has sent to the Borrower a written notice of renewal
effective as of the Expiration Date for the line of credit (the "Renewal
Notice"). If this line of credit is renewed, it will continue to be subject to
all the terms and conditions set forth in this Agreement except as modified by
the Renewal Notice. If this line of credit is renewed, the term "Expiration
Date" shall mean the date set forth in the Renewal Notice as the Expiration
Date, and all outstanding principal plus all accrued interest shall be paid on
the Expiration Date. The same process for renewal will apply to any subsequent
renewal of this line of credit. A renewal fee may be charged at the Bank's
option. The amount of the renewal fee will be specified in the Renewal Notice.
If this line of credit is not renewed, the Bank in its sole discretion may allow
the outstanding balance to be repaid in installments over a term specified by
the Bank at the time. The Borrower specifically understands that the interest
rate applicable to the line

                                       -1-
<PAGE>

of credit may be increased upon term-out and that the new interest rate will
apply to the entire outstanding principal balance due hereunder. A transaction
fee may be charged at the Bank's option. If so, the amount will be specified in
the term-out notice.

1.3 Repayment Terms.

(a)  The Borrower will pay interest on September 1, 2005, and then on the same
     day of each month thereafter until payment in full of any principal
     outstanding under this Agreement.

(b)  The Borrower will repay in full any principal, interest or other charges
     outstanding under this Agreement no later than the Expiration Date.

1.4 INTEREST RATE.

(a)  The interest rate is a rate per year equal to the Bank's Prime Rate plus 1
     percentage point(s).

(b)  The Prime Rate is the rate of interest publicly announced from time to time
     by the Bank as its Prime Rate. The Prime Rate is set by the Bank based on
     various factors, including the Bank's costs and desired return, general
     economic conditions and other factors, and is used as a reference point for
     pricing some loans. The Bank may price loans to its customers at, above, or
     below the Prime Rate. Any change in the Prime Rate shall take effect at the
     opening of business on the day specified in the public announcement of a
     change in the Bank's Prime Rate.

2. FEES AND EXPENSES

2.1 FEES.

(a)  Waiver Fee. If the Bank, at its discretion, agrees to waive or amend any
     terms of this Agreement, the Borrower will, at the Bank's option, pay the
     Bank a fee for each waiver or amendment in an amount advised by the Bank at
     the time the Borrower requests the waiver or amendment. Nothing in this
     paragraph shall imply that the Bank is obligated to agree to any waiver or
     amendment requested by the Borrower. The Bank may impose additional
     requirements'as a condition to any waiver or amendment.

(b)  Late Fee. To the extent permitted by law, the Borrower agrees to pay a late
     fee in an amount not to exceed four percent (4%) of any payment that is
     more than fifteen (15) days late. The imposition and payment of a late fee
     shall not constitute a waiver of the Bank's rights with respect to the
     default.

2.2 EXPENSES. The Borrower agrees to immediately repay the Bank for expenses
that include, but are not limited to, filing, recording and search fees,
appraisal fees, title report fees, documentation fees, and all fees and taxes
required by law in connection with providing the credit.

2.3 REIMBURSEMENT COSTS. The Borrower agrees to reimburse the Bank for the cost
of periodic field examinations of Borrower's books, records and collateral, and
appraisals of the collateral, at such intervals as the Bank may reasonably
require. The actions described in this paragraph may be performed by employees
of the Bank or by independent appraisers.

3. COLLATERAL

3.1 PERSONAL PROPERTY. The personal property listed below now owned or owned in
the future by the parties listed below will secure Borrower's obligations to the
Bank under this Agreement. The collateral is further defined in security
agreement(s) executed by the owners of the collateral. In addition, all personal
property collateral owned by the Borrower securing this Agreement shall also
secure all other present and future obligations of the Borrower to the Bank
(excluding any consumer credit covered by the federal Truth in Lending law,
unless the Borrower has otherwise agreed in writing or received written notice
thereof). All personal property collateral securing any other present or future
obligations of the Borrower to the Bank shall also secure this Agreement.

(a)  Equipment owned by the Borrower.

(b)  Inventory owned by the Borrower.

(c)  Receivables owned by the Borrower.

                                       -2-
<PAGE>

4. DISBURSEMENTS, PAYMENTS AND COSTS

4.1 BANKING DAYS. Unless otherwise provided in this Agreement, a banking day is
a day other than a Saturday, Sunday or other day on which commercial banks are
authorized to close, or are in fact closed, in the state where the Bank's
lending office is located, and, if such day relates to amounts bearing interest
at an offshore rate (if any), means any such day on which dealings in dollar
deposits are conducted among banks in the offshore dollar interbank market. All
payments and disbursements which would be due on a day which is not a banking
day will be due on the next banking day. All payments received on a day which is
not a banking day will be applied to the credit on the next banking day.

4.2 INTEREST CALCULATION. Except as otherwise stated in this Agreement, all
interest and fees, if any, will be computed on the basis of a 360-day year and
the actual number of days elapsed. This results in more interest or a higher fee
than if a 365-day year is used. Installments of principal which are not paid
when due under this Agreement shall continue to bear interest until paid.

4.3 DEFAULT RATE. Upon the occurrence of any default or after maturity or after
judgment has been rendered on any obligation under this Agreement, all amounts
outstanding under this Agreement, including any interest, fees, or costs which
are not paid when due, will at the option of the Bank bear interest at a rate
which is 6.0 percentage point(s) higher than the rate of interest otherwise
provided under this Agreement. This may result in compounding of interest. This
will not constitute a waiver of any default.

5. CONDITIONS

Before the Bank is required to extend any credit to the Borrower under this
Agreement, it must receive any documents and other items it may reasonably
require, in form and content acceptable to the Bank, including any items
specifically listed below.

5.1 AUTHORIZATIONS. If the Borrower or any guarantor is anything other than a
natural person, evidence that the execution, delivery and performance by the
Borrower and/or such guarantor of this Agreement and any instrument or agreement
required under this Agreement have been duly authorized.

5.2 GOVERNING DOCUMENTS. If required by the Bank, a copy of the Borrower's
organizational documents.

5.3 GUARANTIES. Guaranties signed by Trey Resource Inc ("Trey "), Gary Berman
("Gary'), Lynn Berman ("Lynn") and Jeffery Roth ("Jeffrey').

5.4 SECURITY AGREEMENTS. Signed original security agreements covering the
personal property collateral which the Bank requires.

5.5 PERFECTION AND EVIDENCE OF PRIORITY. Evidence that the security interests
and liens in favor of the Bank are valid, enforceable, properly perfected in a
manner acceptable to the Bank and prior to all others' rights and interests,
except those the Bank consents to in writing. All title documents for motor
vehicles which are part of the collateral must show the Bank's interest.

5.6 PAYMENT OF FEES. Payment of all fees, expenses and other amounts due and
owing to the Bank. If any fee is not paid in cash, the Bank may, in its
discretion, treat the fee as a principal advance under this Agreement or deduct
the fee from the loan proceeds.

6. REPRESENTATIONS AND WARRANTIES

When the Borrower signs this Agreement, and until the Bank is repaid in full,
the Borrower makes the following representations and warranties. Each request
for an extension of credit constitutes a renewal of these representations and
warranties as of the date of the request:

6.1 FORMATION. If the Borrower is anything other than a natural person, it is
duly formed and existing under the laws of the state or other jurisdiction where
organized.

6.2 AUTHORIZATION. This Agreement, and any instrument or agreement required
hereunder, are within the Borrower's powers, have been duly authorized, and do
not conflict with any of its organizational papers.

                                       -3-
<PAGE>

6.3 GOOD Standing. In each state in which the Borrower does business, it is
properly licensed, in good standing, and, where required, in compliance with
fictitious name statutes.

6.4 FINANCIAL INFORMATION. All financial and other information that has been or
will be supplied to the Bank is sufficiently complete to give the Bank accurate
knowledge of the Borrower's (and any guarantor's) financial condition, including
all material contingent liabilities. SINCE the date of the most recent financial
statement provided to the Bank, there has been no material adverse change in the
business condition (financial or otherwise), operations, properties or prospects
of the Borrower (or any guarantor). If the Borrower is comprised of the trustees
of a trust, the foregoing representations shall also pertain to the trustor(s)
of the trust.

6.5 LAWSUITS. There is no lawsuit, tax claim or other dispute pending or
threatened against the Borrower which, if lost, would impair the Borrower's
financial condition or ability to repay the loan, except as have been disclosed
in writing to the Bank.

6.6 OTHER OBLIGATIONS. The Borrower is not in default ON any obligation for
borrowed money, any purchase money obligation or any other material lease,
commitment, contract, instrument or obligation, except as have been disclosed in
writing to the Bank.

6.7 TAX MATTERS. The Borrower has no knowledge of any pending assessments or
adjustments of its income tax for any year and all taxes due have been paid,
except as have been disclosed in writing to the Bank.

6.8 NO EVENT OF Default. There is no event which is, or with notice or lapse of
time or both would be, a default under this Agreement.

6.9 COLLATERAL. All collateral required in this Agreement is owned by the
grantor of the security interest free of any title defects or any liens or
interests of others, except those which have been approved by the Bank in
writing.

7. COVENANTS

The Borrower agrees, so long as credit is available under this Agreement and
until the Bank is repaid in full:

7.1 USE OF PROCEEDS. To use the proceeds of the credit only for business
purposes.

7.2 FINANCIAL INFORMATION. To provide financial statements and other information
in form and content acceptable to the Bank relating to the affairs of the
Borrower and any guarantor as requested by the Bank from time to time.

7.3 OTHER DEBTS. Not to have outstanding or incur any direct or contingent
liabilities or lease obligations (other than those to the Bank), or become
liable for the liabilities of others, without the Bank's written consent. This
does not prohibit:

(a)  Acquiring goods, SUPPLIES, or merchandise on normal trade credit.

(b)  Liabilities, lines of credit and leases in existence on the date of this
     Agreement disclosed in writing to the Bank.

(c)  If the Borrower is a natural person, additional debts of the Borrower as an
     individual for consumer purposes.

7.4 OTHER LIENS. Not to create, assume, or allow any security interest or lien
(including judicial liens) on property the Borrower now or later owns, except:

(a)  Liens and security interests in favor of the Bank.

(b)  Liens for taxes not yet due.

(c)  Liens outstanding on the date of this Agreement disclosed in writing to the
     Bank.

7.5 MAINTENANCE OF ASSETS.

(a)  Not to sell, assign, lease, transfer or otherwise dispose of any part of
     the Borrower's business or the Borrower's assets except in the ordinary
     course of the Borrower's business.

                                       -4-
<PAGE>

(b)  Not to sell, assign, lease, transfer or otherwise dispose of any assets for
     less than fair market value, or enter into any agreement to do so.

(c)  Not to enter into any sale and leaseback agreement covering any of its
     fixed assets.

(d)  To maintain and preserve all rights, privileges, and franchises the
     Borrower now has.

(e)  To make any repairs, renewals, or replacements to keep the Borrower's
     properties in good working condition.

7.6 LOANS. Not to make any loans, advances or other extensions of credit to any
individual or entity except for extensions of credit in the nature of accounts
receivable or notes receivable arising from the sale or lease of goods or
services in the ordinary course of business to non-affiliated entities.

7.7 Change of Management. Not to make any substantial change in the present
executive or management personnel of the Borrower.

7.8 Change of Ownership. If the Borrower is anything other than a natural
person, not to cause, permit, or suffer any change in capital ownership such
that there is a material change, as determined by the Bank in its sole
discretion, in the direct or indirect capital ownership of the Borrower.

7.9 ADDITIONAL NEGATIVE COVENANTS. Not to, without the Bank's written consent:

(a)  Enter into any consolidation, merger, or other combination, or become a
     partner in a partnership, a member of a joint venture, or a member of a
     limited liability company.

(b)  Acquire or purchase a business or its assets.

(c)  Engage in any business activities substantially different from the
     Borrower's present business.

(d)  Liquidate or dissolve the Borrower's business.

7.10 Notices to Bank. To promptly notify the Bank in writing of:

(a)  Any event of default under this Agreement, or any event which, with notice
     or lapse of time or both, would constitute an event of default.

(b)  Any change in the Borrower's name, legal structure, place of business, or
     chief executive office if the Borrower has more than one place of business.

7.11 INSURANCE. To maintain insurance as is usual for the business it is in.

7.12 COMPLIANCE WITH LAWS. To comply with the laws (including any fictitious or
trade name statute), regulations, and orders of any government body with
authority over the Borrower's business.

7.13 BOOKS AND RECORDS. To maintain adequate books and records.

7.14 Audits. To allow the Bank and its agents to inspect the Borrower's
properties and examine, audit, and make copies of books and records at any
reasonable time. If any of the Borrower's properties, books or records are in
the possession of a third party, the Borrower authorizes that third party to
permit the Bank or its agents to have access to perform inspections or audits
and to respond to the Bank's requests for information concerning such
properties, books and RECORDS.

7.15 PERFECTION OF LIENS. To help the Bank perfect and protect its security
interests and liens, and reimburse it for related costs it incurs to protect its
security interests and liens.

7.16 COOPERATION. To take any action reasonably requested by the Bank to carry
out the intent of this Agreement.

7.17 BANK AS PRINCIPAL DEPOSITORY. To maintain, and to cause each guarantor to
maintain, the Bank as its principal depository bank, including for the
maintenance of business, cash management, operating and administrative deposit
accounts.

                                       -5-
<PAGE>

DEFAULT AND REMEDIES

If any of the following events of default occurs, the Bank may do one or more of
the following without prior notice: declare the Borrower in default, stop making
any additional credit available to the Borrower, and require the Borrower to
repay its entire debt immediately. If an event which, with notice or the passage
of time, will constitute an event of default has occurred and is continuing, the
Bank has no obligation to make advances or extend additional credit under this
Agreement. In addition, if any event of default occurs, the Bank shall have all
rights, powers and remedies available under any instruments and agreements
required by or executed in connection with this Agreement, as well as all rights
and remedies available at law or in equity. If an event of default occurs under
the paragraph entitled "Bankruptcy," below, with respect to the Borrower, then
the entire debt outstanding under this Agreement will automatically be due
immediately.

8.1 FAILURE TO PAY. The Borrower fails to make a payment under this Agreement
when due.

8.2 OTHER BANK AGREEMENTS. Any default occurs under any other agreement the
Borrower (or any Obligor) has with the Bank or any affiliate of the Bank. For
purposes of this Agreement, "Obligor" shall mean any guarantor, any party
pledging collateral to the Bank, or, if the Borrower is comprised of the
trustees of a trust, any trustor.

8.3 CROSS-DEFAULT. Any default occurs under any agreement in connection with any
credit the Borrower (or any Obligor) has obtained from anyone else or which the
Borrower (or any Obligor) or any of the Borrower's related entities or
affiliates has guaranteed.

8.4 FALSE INFORMATION. The Borrower or any Obligor has given the Bank false or
misleading information or representations.

8.5 BANKRUPTCY. The Borrower, any Obligor, or any general partner of the
Borrower or of any Obligor files a bankruptcy petition, a bankruptcy petition is
filed against any of the foregoing parties, or the Borrower, any Obligor, or any
general partner of the Borrower or of any Obligor makes a general assignment for
the benefit of creditors.

8.6 RECEIVERS. A receiver or similar official is appointed for any portion of
the Borrower's or any Obligor's business, or the business is terminated, or, if
any Obligor is anything other than a natural person, such Obligor is liquidated
or dissolved.

8.7 REVOCATION OR TERMINATION. If the Borrower is comprised of the trustee(s) of
a trust, the trust is revoked or otherwise terminated or all or a substantial
part of the Borrower's assets are distributed or otherwise disposed of.

8.8 Lien Priority. The Bank fails to have an enforceable first lien (except for
any prior liens to which the Bank has consented in writing) on or security
interest in any property given as security for this Agreement (or any guaranty).

8.9 JUDGMENTS. Any judgments or arbitration awards are entered against the
Borrower or any Obligor.

8.10 DEATH. If the Borrower or any Obligor is a natural person, the Borrower or
such Obligor dies or becomes legally incompetent; if the Borrower or any Obligor
is a trust, a trustor dies or becomes legally incompetent; if the Borrower or
any Obligor is a partnership, any general partner dies or becomes legally
incompetent; or if the Borrower is a corporation, any principal officer or
majority stockholder dies.

8.11 MATERIAL ADVERSE CHANGE. A material adverse change occurs, or is reasonably
likely to occur, in the Borrower's (or any Obligor's) business condition
(financial or otherwise), operations, properties or prospects, or ability to
repay the credit.

8.12 GOVERNMENT ACTION. Any government authority takes action that the Bank
believes materially adversely affects the Borrower's or any Obligor's financial
condition or ability to repay.

8.13 DEFAULT UNDER RELATED DOCUMENTS. Any default occurs under any guaranty,
subordination agreement, security agreement, deed of trust, mortgage, or other
document required by or delivered in connection with this Agreement or any such
document is no longer in effect, or any guarantor purports to revoke or disavow
the guaranty.

8.14 OTHER BREACH UNDER AGREEMENT. A default occurs under any other term or
condition of this Agreement not specifically referred to in this Article.

                                       -6-
<PAGE>

ENFORCING THIS AGREEMENT; MISCELLANEOUS

9.1 GAAP. Except as otherwise stated in this Agreement, all financial
information provided to the Bank and all financial covenants will be made under
generally accepted accounting principles, consistently applied or another basis
acceptable to the Bank.

9.2 GOVERNING LAW. This Agreement is governed by New Jersey law.

9.3 SUCCESSORS AND ASSIGNS. This Agreement is binding on the Borrower's and the
Bank's successors and assignees. The Borrower agrees that it may not assign this
Agreement without the Bank's prior consent.

9.4 ARBITRATION AND WAIVER OF JURY TRIAL. This paragraph concerns the resolution
of any controversies or claims between the parties, whether arising in contract,
tort or by statute, including but not limited to controversies or claims that
arise out of or relate to: (i) this agreement (including any renewals,
extensions or modifications); or (ii) any document related to this agreement
(collectively a "Claim"). For the purposes of this arbitration provision only,
the term "parties" shall include any parent corporation, subsidiary or affiliate
of the Bank involved in the servicing, management or administration of any
obligation described or evidenced by this agreement. (b) At the request of any
party to this agreement, any Claim shall be resolved by binding arbitration in
accordance with the Federal Arbitration Act (Title 9, U.S. Code) (the "Act").
The Act will apply even though this agreement provides that it is governed by
the law of a specified state. The arbitration will take place on an individual
basis without resort to any form of class action. (c) Arbitration proceedings
will be determined in accordance with the Act, the then-current rules and
procedures for the arbitration of financial services disputes of the American
Arbitration Association or any successor thereof ("AAA"), and the terms of this
paragraph. In the event of any inconsistency, the terms of this paragraph shall
control. If AAA is unwilling or unable to (i) serve as the provider of
arbitration or (ii) enforce any provision of this arbitration clause, any party
to this agreement may substitute another arbitration organization with similar
procedures to serve as the provider of arbitration. (d) The arbitration shall be
administered by AAA and conducted, unless otherwise required by law, in any U.S.
state where real or tangible personal property collateral for this credit is
located or if there is no such collateral, in the state specified in the
governing law section of this agreement. All Claims shall be determined by one
arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon
the request of any party, the Claims shall be decided by three arbitrators. All
arbitration hearings shall commence within ninety (90) days of the demand for
arbitration and close within ninety (90) days of commencement and the award of
the arbitrator(s) shall be issued within thirty (30) days of the close of the
hearing. However, the arbitrator(s), upon a showing of good cause, may extend
the commencement of the hearing for up to an additional sixty (60) days. The
arbitrator(s) shall provide a concise written statement of reasons for the
award. The arbitration award may be submitted to any court having jurisdiction
to be confirmed, judgment entered and enforced. (e) The arbitrator(s) will give
effect to statutes of limitation in determining any Claim and may dismiss the
arbitration on the basis that the Claim is barred. For purposes of the
application of the statute of limitations, the service on AAA under applicable
AAA rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any
dispute concerning this arbitration provision or whether a Claim is arbitrable
shall be determined by the arbitrator(s). The arbitrator(s) shall have the power
to award legal fees pursuant to the terms of this agreement. (f) This paragraph
does not limit the right of any party to: (i) exercise self-help remedies, such
as but not limited to, setoff; (ii) initiate judicial or non-judicial
foreclosure against any real or personal property collateral; (iii) exercise any
judicial or power of sale rights, or (iv) act in a court of law to obtain an
interim remedy, such as but not limited to, injunctive relief, writ of
possession or appointment of a receiver, or additional or supplementary
remedies. (g) The filing of a court action is not intended to constitute a
waiver of the right of any party, including the suing party, thereafter to
require submittal of the Claim to arbitration. (H) BY AGREEING TO BINDING
ARBITRATION, THE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY
HAVE TO A TRIM_ BY JURY IN RESPECT OF ANY CLAIM. FURTHERMORE, WITHOUT INTENDING
IN ANY WAY TO LIMIT THIS AGREEMENT TO ARBITRATE, TO THE EXTENT ANY CLAIM IS NOT
ARBITRATED, THE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY
HAVE TO A

                                       -7-
<PAGE>

TRIAL BY JURY IN RESPECT OF SUCH CLAIM. THIS PROVISION IS A MATERIAL INDUCEMENT
FOR THE PARTIES ENTERING INTO THIS AGREEMENT.

9.5 SEVERABILITY; WAIVERS. IF ANY PART OF this Agreement is not enforceable, the
rest of the Agreement may be enforced. The Bank retains all rights, even if it
makes a loan after default. If the Bank waives a default, it may enforce a later
default. Any consent or waiver under this Agreement must be in writing.

9.6 ATTORNEYS' FEES. The Borrower shall reimburse the Bank for any reasonable
costs and attorneys' fees incurred by the Bank in connection with the
enforcement or preservation of any rights or remedies under this Agreement and
any other documents executed in connection with this Agreement, and in
connection with any amendment, waiver, "workout" or restructuring under this
Agreement. In the event of a lawsuit or arbitration proceeding, the prevailing
party is entitled to recover costs and reasonable attorneys' fees incurred in
connection with the lawsuit or arbitration proceeding, as determined by the
court or arbitrator. In the event that any case is commenced by or against the
Borrower under the Bankruptcy Code (Title 11, United States Code) or any similar
or successor statute, the Bank is entitled to recover costs and reasonable
attorneys' fees incurred by the Bank related to the preservation, protection, or
enforcement of any rights of the Bank in such a case. To the extent permitted by
law, as used in this paragraph, "attorneys' fees" includes the allocated costs
of the Bank's in-house counsel.

9.7 INDIVIDUAL LIABILITY. If the Borrower is a natural person, the Bank may
proceed against the Borrower's business and non-business property in enforcing
this and other agreements relating to this loan. If the Borrower is a
partnership, the Bank may proceed against the business and non-business property
of each general partner of the Borrower in enforcing this and other agreements
relating to this loan.

9.8 Joint AND SEVERAL LIABILITY. If two or more Borrowers sign this Agreement,
each Borrower agrees that it is jointly and severally liable to the Bank for the
payment of all obligations arising under this Agreement, and that such liability
is independent of the obligations of the other Borrowers.

9.9 ONE AGREEMENT. This Agreement and any related security or other agreements
required by this Agreement, collectively: (a) represent the sum of the
understandings and agreements between the Bank and the Borrower concerning this
credit; (b) replace any prior oral or written agreements between the Bank and
the Borrower concerning this credit; and (c) are intended by the Bank and the
Borrower as the final, complete and exclusive statement of the terms agreed to
by them.

In the event of any conflict between this Agreement and any other agreements
required by this Agreement, this Agreement will prevail.

9.10 INDEMNIFICATION. The Borrower will indemnify and hold the Bank harmless
from any loss, liability, damages, judgments, and costs of any kind relating to
or arising directly or indirectly out of (a) this Agreement or any document
required hereunder, (b) any credit extended or committed by the Bank to the
Borrower hereunder, and (C) ANY litigation or proceeding related to or arising
out of this Agreement, any such document, or any such credit. This indemnity
includes but is not limited to attorneys' fees (including the allocated cost of
in-house counsel). This indemnity extends to the Bank, its parent, subsidiaries
and all of their directors, officers, employees, agents, successors, attorneys,
and assigns. This indemnity will survive repayment of the Borrower's obligations
to the Bank. All sums due to the Bank hereunder shall be obligations of the
Borrower, due AND PAYABLE IMMEDIATELY without demand.

9.11 NOTICES. Unless otherwise provided in this Agreement or in another
agreement between the Bank and the Borrower, all notices required under this
Agreement shall be personally delivered or sent by first class mail, postage
prepaid, or by overnight courier. Notices to the Bank shall be sent to the
address shown on the Borrower's latest billing statement. Notices to the
Borrower shall be sent to the Borrower's address in the Bank's records. Notices
and other communications shall be effective (i) if mailed, upon the earlier of
receipt or five (5) days after deposit in the U.S. mail, first class, postage
prepaid, or (ii) if hand-delivered, by courier or otherwise, when delivered.

                                       -8-
<PAGE>

9.12 HEADINGS. Article and paragraph headings are for reference only and shall
not affect the interpretation or meaning of any provisions of this Agreement.

9.13 COUNTERPARTS. This Agreement may be executed in as many counterparts as
necessary or convenient, and by the different parties on separate counterparts
each of which, when so executed, shall be deemed an original but all such
counterparts shall constitute but one and the same agreement.

9.14 INFORMATION Verification. The Borrower authorizes the Bank at any time to
verify or check any information given by the Borrower to the Bank, check the
Borrower's credit references, verify employment, and receive from and give
information to credit reporting agencies.

9.15 LIMITATION OF INTEREST AND OTHER CHARGES: If, at any time, the rate of
interest, together with all amounts which constitute interest and which are
reserved, charged or taken by the Bank as compensation for fees, services or
expenses incidental to the making, negotiating or collection of the loan
evidenced hereby, shall be deemed by any competent court of law, governmental
agency or tribunal to exceed the maximum rate of interest permitted to be
charged by the Bank to the Borrower under applicable law, then, during such time
as such rate of interest would be deemed excessive, that portion of each sum
paid attributable to that portion of such interest rate that exceeds the maximum
rate of interest so permitted shall be deemed a voluntary prepayment of
principal. As used herein, the term "applicable law" shall mean the law in
effect as of the date hereof; provided, however, that in the event there is a
change in the law which results in a higher permissible rate of interest, then
this Agreement shall be governed by such new law as of its effective date.

This Agreement is executed as of the date stated at the top of the first page.















                                       -9-
<PAGE>

                                    Bank:

                                    Bank of America, N.A.

                                    By:
                                        --------------------------------
                                        William Baker, Officer


                                    Borrower:

                                    SWK Technologies

                                    By: /s/ Jeffrey D. Roth
                                        --------------------------------
                                        Jeffrey D. Roth, Chief Executive Officer

                                    By: /s/ Lynn K. Berman
                                        --------------------------------
                                        Lynn K. Berman, President

                                    By: /s/ Gary Berman
                                        --------------------------------
                                        Gary Berman, Vice President


- --------------------------------------------------------------------------------
AFFILIATE SHARING NOTICE
- --------------------------------------------------------------------------------

From time to time the Bank may share information about the Borrower's experience
with Bank of America Corporation (or any successor company) and its subsidiaries
and affiliated companies ("Bank of America Affiliates"). The Bank may also share
information contained in any applications and information it may obtain about
the Borrower from outside sources with the Bank of America Affiliates, provided
if the Borrower is an individual the Borrower may instruct the Bank that the
Borrower prefers that the Bank not share this information with the Bank of
America Affiliates by (1) calling the Bank at 1.888.341.5000; (2) sending an
email through Contact Us at www.bankofamerica.com; or (3) contacting the
Borrower's relationship manager or local banking center. To help the Bank
complete the Borrower's request, the Borrower should include the Borrower's
name, address, phone number, account number(s) and social security number. If
the Borrower makes this election, certain products or services may not be made
available to the Borrower. This request will apply to information from
applications, consumer reports and other outside sources only, and may take six
to eight weeks to be fully effective. Through the normal course of doing
business, including servicing the Borrower's accounts and better serving the
Borrower's financial needs, the Bank will continue to share transaction and
account experience information, as well as other general information among Bank
of America Affiliates.


                                      -10-
<PAGE>

BANK OF AMERICA



                                                     BORROWER: SWK Technologies

                                                     GUARANTOR: Jeffery Roth


                      CONTINUING AND UNCONDITIONAL GUARANTY

  To:           Bank of America, N.A.

     1. The Guaranty. For valuable consideration, the undersigned ("Guarantor")
hereby unconditionally guarantees and promises to pay promptly to Bank of
America, N.A., its subsidiaries and affiliates (collectively, "Bank"), or order,
in lawful money of the United States, any and all Indebtedness of SWK
Technologies ("Borrower") to Bank when due, whether at stated maturity, upon
acceleration or otherwise, and at all times thereafter. The liability of
Guarantor under this Guaranty is not limited as to the principal amount of the
Indebtedness guaranteed and includes, without limitation, liability for all
interest, fees, indemnities (including, without limitation, hazardous waste
indemnities), and other costs and expenses relating to or arising out of the
Indebtedness and for all swap, option, or forward obligations now or hereafter
owing from Borrower to Bank. The liability of Guarantor is continuing and
relates to any Indebtedness, including that arising under successive
transactions which shall either continue the Indebtedness or from time to time
renew it after it has been satisfied. This Guaranty is cumulative and does not
supersede any other outstanding guaranties, and the liability of Guarantor under
this Guaranty is exclusive of Guarantor's liability under any other guaranties
signed by Guarantor. If multiple individuals or entities sign this Guaranty,
their obligations under this Guaranty shall be joint and several.

     2. Definitions.

          (a) "Borrower" shall mean the individual or the entity named in
     Paragraph 1 of this Guaranty and, if more than one, then any one or more of
     them.

          (b) "Guarantor" shall mean the individual or the entity signing this
     Guaranty and, if more than one, then any one or more of them.

          (c) "Indebtedness" shall mean any and all debts, liabilities, and
     obligations of Borrower to Bank, now or hereafter existing, whether
     voluntary or involuntary and however arising, whether direct or indirect or
     acquired by Bank by assignment, succession, or otherwise, whether due or
     not due, absolute or contingent, liquidated or unliquidated, determined or
     undetermined, held or to be held by Bank for its own account or as agent
     for another or others, whether Borrower may be liable individually or
     jointly with others, whether recovery upon such debts, liabilities, and
     obligations may be or hereafter become barred by any statute of
     limitations, and whether such debts, liabilities, and obligations may be or
     hereafter become otherwise unenforceable. Indebtedness includes, without
     limitation, any and all obligations of Borrower to Bank for reasonable
     attorneys' fees and all other costs and expenses incurred by Bank in the
     collection or enforcement of any debts, liabilities, and obligations of
     Borrower to Bank. Indebtedness also includes, without limitation, all
     obligations of Borrower arising under any interest rate, credit, commodity
     or equity swap, cap, floor, collar, forward foreign exchange transaction,
     currency swap, cross currency rate swap, currency option, securities puts,
     calls, collars, options or forwards or any combination of, or option with
     respect to, these or similar transactions now or hereafter entered into
     between Borrower and Bank.

                                       -1-
<PAGE>

          (d) "Loan Documents" shall mean loan agreements between Borrower and
     Bank, promissory notes from Borrower in favor of Bank, and all other
     agreements, documents, and instruments evidencing any of the Indebtedness,
     and deeds of trust, mortgages, security agreements, and other agreements,
     documents, and instruments executed by Borrower in connection with such
     loan agreements, promissory notes, and other agreements, documents, and
     instruments evidencing any of the indebtedness, all as now in effect and as
     hereafter amended, restated, renewed, or superseded.

     3. Obliqations Independent. The obligations hereunder are independent of
the obligations of Borrower or any other guarantor, and a separate action or
actions may be brought and prosecuted against Guarantor whether action is
brought against Borrower or any other guarantor or whether Borrower or any other
guarantor be joined in any such action or actions. Anyone executing this
Guaranty shall be bound by its terms without regard to execution by anyone else.

     4. Riqhts of Bank. Guarantor authorizes Bank, without notice or demand and
without affecting its liability hereunder, from time to time to:

          (a) renew, compromise, extend, accelerate, or otherwise change the
     time for payment, or otherwise change the terms, of the Indebtedness or any
     part thereof, including increase or decrease of the rate of interest
     thereon, or otherwise change the terms of any Loan Documents;

          (b) receive and hold security for the payment of this Guaranty or any
     Indebtedness and exchange, enforce, waive, release, fail to perfect, sell,
     or otherwise dispose of any such security;

          (c) apply such security and direct the order or manner of sale thereof
     as Bank in its discretion may determine;

          (d) release or substitute any Guarantor or any one or more of any
     endorsers or other guarantors of any of the Indebtedness; and

          (e) permit the Indebtedness to exceed Guarantor's liability under this
     Guaranty, and Guarantor agrees that any amounts received by Bank from any
     source other than Guarantor shall be deemed to be applied first to any
     portion of the Indebtedness not guaranteed by Guarantor.

     5. Guaranty to be Absolute. Guarantor agrees that until the Indebtedness
has been paid in full and any commitments of Bank or facilities provided by Bank
with respect to the Indebtedness have been terminated, Guarantor shall not be
released by or because of the taking, or failure to take, any action that might
in any manner or to any extent vary the risks of Guarantor under this Guaranty
or that, but for this paragraph, might discharge or otherwise reduce, limit, or
modify Guarantor's obligations under this Guaranty. Guarantor waives and
surrenders any defense to any liability under this Guaranty based upon any such
action, including but not limited to any action of Bank described in the
immediately preceding paragraph of this Guaranty. It is the express intent of
Guarantor that Guarantor's obligations under this Guaranty are and shall be
absolute and unconditional.

     6. Guarantor's Waivers of Certain Rights and Certain Defenses. Guarantor
waives:

          (a) any right to require Bank to proceed against Borrower, proceed
     against or exhaust any security for the Indebtedness, or pursue any other
     remedy in Bank's power whatsoever;

          (b) any defense arising by reason of any disability or other defense
     of Borrower, or the cessation from any cause whatsoever of the liability of
     Borrower;

          (c) any defense based on any claim that Guarantor's obligations exceed
     or are more burdensome than those of Borrower; and

          (d) the benefit of any statute of limitations affecting Guarantor's
     liability hereunder.

                                       -2-
<PAGE>

No provision or waiver in this Guaranty shall be construed as limiting the
generality of any other waiver contained in this Guaranty.

     7. Waiver of Subrogation. Until the Indebtedness has been paid in full and
any commitments of Bank or facilities provided by Bank with respect to the
Indebtedness have been terminated, even though the Indebtedness may be in excess
of Guarantor's liability hereunder, Guarantor waives to the extent permitted by
applicable law any right of subrogation, reimbursement, indemnification, and
contribution (contractual, statutory, or otherwise) including, without
limitation, any claim or right of subrogation under the Bankruptcy Code (Title
11, United States Code) or any successor statute, arising from the existence or
performance of this Guaranty, and Guarantor waives to the extent permitted by
applicable law any right to enforce any remedy that Bank now has or may
hereafter have against Borrower, and waives any benefit of, and any right to
participate in, any security now or hereafter held by Bank.

     8. Waiver of Notices. Guarantor waives all presentments, demands for
performance, notices of nonperformance, protests, notices of protest, notices of
dishonor, notices of intent to accelerate, notices of acceleration, notices of
any suit or any other action against Borrower or any other person, any other
notices to any party liable on any Loan Document (including Guarantor), notices
of acceptance of this Guaranty, notices OF the existence, creation, or incurring
OF new or additional Indebtedness to which this Guaranty applies or any other
Indebtedness of Borrower to Bank, and notices of any fact that might increase
Guarantor's risk.

     9. Security. To secure all of Guarantor's obligations hereunder, Guarantor
assigns and grants to Bank a security interest in all moneys, securities, and
other property OF Guarantor now or hereafter in the possession of Bank, all
deposit accounts of Guarantor maintained with Bank, and all proceeds thereof.
Upon default or breach OF any of Guarantor's obligations to Bank, Bank may apply
any deposit account to reduce the Indebtedness, and may foreclose any collateral
as provided in the Uniform Commercial Code and in any security agreements
between Bank and Guarantor.

     10. Subordination. Any obligations of Borrower to Guarantor, now or
hereafter existing, including but not limited to any obligations to Guarantor as
subrogee of Bank or resulting from Guarantor's performance under this Guaranty,
are hereby subordinated to the Indebtedness. In addition to Guarantor's waiver
of any right of subrogation as set forth in this Guaranty with respect to any
obligations of Borrower to Guarantor as subrogee of Bank, Guarantor agrees that,
if Bank so requests, Guarantor shall not demand, take; or receive from Borrower,
by setoff or in any other manner, payment OF any other obligations of Borrower
to Guarantor until the Indebtedness has been paid in full and any commitments of
Bank or facilities provided by Bank with respect to the Indebtedness have been
terminated. If any payments are received by Guarantor in violation of such
waiver or agreement, such payments shall be received by Guarantor as trustee for
Bank and shall be paid over to Bank on account of the Indebtedness, but without
reducing or affecting in any manner the liability of Guarantor under the other
provisions of this Guaranty. Any security interest, lien, or other encumbrance
that Guarantor may now or hereafter have on any property of Borrower is hereby
subordinated to any security interest, lien, or other encumbrance that Bank may
have on any such property.

     11. Revocation of Guaranty.

          (a) This Guaranty may be revoked at any time by Guarantor in respect
     to future transactions, unless there is a continuing consideration as to
     such transactions that Guarantor does not renounce. Such revocation shall
     be effective upon actual receipt by Bank, at the address shown below or at
     such other address as may have been provided to Guarantor by Bank, of
     written notice of revocation. Revocation shall not affect any of
     Guarantor's obligations or Bank's rights with respect to transactions
     committed or entered into prior to Bank's receipt of such notice,
     regardless of whether or not the Indebtedness related to such transactions,
     before or after revocation, has been incurred, renewed, compromised,
     extended, accelerated, or otherwise changed as to any of its terms,
     including time for payment or increase or decrease of the rate of interest
     thereon, and regardless OF any other act or omission of Bank authorized
     hereunder. Revocation by Guarantor shall not affect any obligations OF any
     other guarantor.

                                       -3-
<PAGE>

          (b) In the event of the death of a Guarantor, the liability of the
     estate of the deceased Guarantor shall continue in full force and effect as
     to (i) the Indebtedness existing at the date of death, and any renewals or
     extensions thereof, and (ii) loans or advances made to or for the account
     of Borrower after the date of the death of the deceased Guarantor pursuant
     to a commitment made by Bank to Borrower prior to the date of such death.
     As to all surviving Guarantors, this Guaranty shall continue in full force
     and effect after the death of a Guarantor, not only as to the Indebtedness
     existing at that time, but also as to the indebtedness thereafter incurred
     by Borrower to Bank.

          (c) Guarantor acknowledges and agrees that this Guaranty may be
     revoked only in accordance with the foregoing provisions of this paragraph
     and shall not be revoked simply as a result of any change in name,
     location, or composition or structure of Borrower, the dissolution of
     Borrower, or the termination, increase, decrease, or other change of any
     personnel or owners of Borrower.

     12. Reinstatement of Guaranty. If this Guaranty is revoked, returned, or
canceled, and subsequently any payment or transfer of any interest in property
by Borrower to Bank is rescinded or must be returned by Bank to Borrower, this
Guaranty shall be reinstated with respect to any such payment or transfer,
regardless of any such prior revocation, return, or cancellation.

     13. Stay of Acceleration. In the event that acceleration of the time for
payment of any of the Indebtedness is stayed upon the insolvency, bankruptcy, or
reorganization of Borrower or otherwise, all such indebtedness guaranteed by
Guarantor shall nonetheless be payable by Guarantor immediately if requested by
Bank.

     14. No Setoff or Deductions; Taxes.

          (a) Guarantor represents and warrants that it is organized and
     resident in the United States of America. All payments by Guarantor
     hereunder shall be paid in full, without setoff or counterclaim or any
     deduction or withholding whatsoever, including, without limitation, for any
     and all present and future taxes. If Guarantor must make a payment under
     this Guaranty, Guarantor represents and warrants that it will make the
     payment from one of its U.S. resident offices to Bank so that no
     withholding tax is imposed on the payment. Notwithstanding the foregoing,
     if Guarantor makes a payment under this Guaranty to which withholding tax
     applies or if any taxes (other than taxes on net income (i) imposed by the
     country or any subdivision of the country in which Bank's principal office
     or actual lending office is located and (ii) measured by the United States
     taxable income Bank would have received if all payments under or in respect
     of this Guaranty were exempt from taxes levied by Guarantor's country) are
     at any time imposed on any payments under or in respect of this Guaranty
     including, but not limited to, payments made pursuant to this paragraph,
     Guarantor shall pay all such taxes to the relevant authority in accordance
     with applicable law such that Bank receives the sum it would have received
     had no such deduction or withholding been made (or, if Guarantor cannot
     legally comply with the foregoing, Guarantor shall pay to Bank such
     additional amounts as will result in Bank receiving the sum it would have
     received had no such deduction or withholding been made). Further,
     Guarantor shall also pay to Bank, on demand, all additional amounts that
     Bank specifies as necessary to preserve the after-tax yield Bank would have
     received if such taxes had not been imposed.

          (b) Guarantor shall promptly provide Bank with an original receipt or
     certified copy issued by the relevant authority evidencing the payment of
     any such amount required to be deducted or withheld.

     15. Information Relatinq to Borrower. Guarantor acknowledges and agrees
that it shall have the sole responsibility for, and has adequate means of,
obtaining from Borrower such information concerning Borrower's financial
condition or business operations as Guarantor may require, and that Bank has no
duty, and Guarantor is not relying on Bank, at any time to disclose to Guarantor
any information relating to the business operations or financial condition of
Borrower.

     16. Borrower's Authorization. Where Borrower is a corporation, partnership,
or limited liability company, it is not necessary for Bank to inquire into the
powers of Borrower or of the officers, directors, partners,

                                       -4-
<PAGE>

members, managers, or agents acting or purporting to act on its behalf, and any
Indebtedness made or created in reliance upon the professed exercise of such
powers shall be guaranteed hereunder, subject to any limitations on Guarantor's
liability set forth herein.

     17. Information Relatinq to Guarantor. Guarantor authorizes Bank to verify
or check any information given by Guarantor to Bank, check Guarantor's credit
references, verify employment, and obtain credit reports. Guarantor acknowledges
and agrees that the authorizations provided in this paragraph apply to any
individual general partner of Guarantor and to Guarantor's spouse and any such
general partner's spouse if Guarantor or such general partner is married and
lives in a community property state.

     18. Chanqe of Status. Any Guarantor that is a business entity shall not
enter into any consolidation, merger, or other combination unless Guarantor is
the surviving business entity. Further, Guarantor shall not change its legal
structure unless (a) Guarantor obtains the prior written consent of Bank and (b)
all Guarantor's obligations under this Guaranty are assumed by the new business
entity.

     19. Remedies. If Guarantor fails to fulfill its duty to pay all
Indebtedness guaranteed hereunder, Bank shall have all of the remedies of a
creditor and, to the extent applicable, of a secured party, under all applicable
law. Without limiting the foregoing, Bank may, at its option and without notice
or demand:

          (a) declare any Indebtedness due and payable at once;

          (b) take possession of any collateral pledged by Borrower or
     Guarantor, wherever located, and sell, resell, assign, transfer, and
     deliver all or any part of the collateral at any public or private sale or
     otherwise dispose of any or all of the collateral in its then condition,
     for cash or on credit or for future delivery, and in connection therewith
     Bank may impose reasonable conditions upon any such sale. Further, Bank,
     unless prohibited by law the provisions of which cannot be waived, may
     purchase all or any part of the collateral to be sold, free from and
     discharged of all trusts, claims, rights of redemption and equities of
     Borrower or Guarantor whatsoever. Guarantor acknowledges and agrees that
     the sale of any collateral through any nationally recognized broker-dealer,
     investment banker, or any other method common in the securities industry
     shall be deemed a commercially reasonable sale under the Uniform Commercial
     Code or any other equivalent statute or federal law, and expressly waives
     notice thereof except as provided herein; and

          (c) set off against any or all liabilities of Guarantor all money owed
     by Bank or any of its agents or affiliates in any capacity to Guarantor,
     whether or not due, and also set off against all other liabilities of
     Guarantor to Bank all money owed by Bank in any capacity to Guarantor. If
     exercised by Bank, Bank shall be deemed to have exercised such right of
     setoff and to have made a charge against any such money immediately upon
     the occurrence of such default although made or entered on the books
     subsequent thereto.

     20. Notices. All notices required under this Guaranty shall be personally
delivered or sent by first class mail, postage prepaid, or by overnight courier,
to the addresses on the signature page of this Guaranty, or sent by facsimile to
the fax numbers listed on the signature page, or to such other addresses as Bank
and Guarantor may specify from time to time in writing. Notices sent by (a)
first class mail shall be deemed delivered on the earlier of actual receipt or
on the fourth business day after deposit in the U.S. mail, postage prepaid, (b)
overnight courier shall be deemed delivered on the next business day, and (c)
telecopy shall be deemed delivered when transmitted.

     21. Successors and Assigns. This Guaranty (a) binds Guarantor and
Guarantor's executors, administrators, successors, and assigns, provided that
Guarantor may not assign its rights or obligations under this Guaranty without
the prior written consent of Bank, and (b) inures to the benefit of Bank and
Bank's indorsees, successors, and assigns. Bank may, without notice to Guarantor
and without affecting Guarantor's obligations hereunder, sell, assign, grant
participations in, or otherwise transfer to any other person, firm, or
corporation the Indebtedness and this Guaranty, in whole or in part. Guarantor
agrees that Bank may disclose to

                                       -5-
<PAGE>

any assignee or purchaser, or any prospective assignee or purchaser, of all or
part of the Indebtedness any and all information in Bank's possession concerning
Guarantor, this Guaranty, and any security for this Guaranty.

     22. Amendments, Waivers, and Severability. No provision of this Guaranty
may be amended or waived except in writing. No failure by Bank to exercise, and
no delay in exercising, any of its rights, remedies, or powers shall operate as
a waiver thereof, and no single or partial exercise of any such right, remedy,
or power shall preclude any other or further exercise thereof or the exercise of
any other right, remedy, or power. The unenforceability or invalidity of any
provision of this Guaranty shall not affect the enforceability or validity of
any other provision of this Guaranty.

     23. Costs and Expenses. Guarantor agrees to pay all reasonable attorneys'
fees, including allocated costs of Bank's in-house counsel to the extent
permitted by applicable law, and all other costs and expenses that may be
incurred by Bank (a) in the enforcement of this Guaranty or (b) in the
preservation, protection, or enforcement of any rights of Bank in any case
commenced by or against Guarantor or Borrower under the Bankruptcy Code (Title
11, United States Code) or any similar or successor statute. 24. Governing Law
and Jurisdiction. This Guaranty shall be governed by and construed and enforced
in accordance with federal law and the law of the State of New Jersey.
Jurisdiction and venue for any action or proceeding to enforce this Guaranty
shall be the forum appropriate for such action or proceeding against Borrower,
to which jurisdiction Guarantor irrevocably submits and to which venue Guarantor
waives to the fullest extent permitted by law any defense asserting an
inconvenient forum in connection therewith. It is provided, however, that if
Guarantor owns property in another state, notwithstanding that the forum for
enforcement action is elsewhere, Bank may commence a collection proceeding in
any state in which Guarantor owns property for the purpose of enforcing
provisional remedies against such property. Service of process by Bank in
connection with such action or proceeding shall be binding on Guarantor if sent
to Guarantor by registered or certified mail at its address specified below. 25.
Arbitration and Waiver of Jury Trial.

          (a) This paragraph concerns the resolution of any controversies or
     claims between the parties, whether arising in contract, tort or by
     statute, including but not limited to controversies or claims that arise
     out of or relate to: (i) this agreement (including any renewals, extensions
     or modifications); or (ii) any document related to this agreement
     (collectively a "Claim"). For the purposes of this arbitration provision
     only, the term "parties" shall include any parent corporation, subsidiary
     or affiliate of the Bank involved in the servicing, management or
     administration of any obligation described or evidenced by this agreement.

          (b) At the request of any party to this agreement, any Claim shall be
     resolved by binding arbitration in accordance with the Federal Arbitration
     Act (Title 9, U. S. Code) (the "Act"). The Act will apply even though this
     agreement provides that it is governed by the law of a specified state.

          (c) Arbitration proceedings will be determined in accordance with the
     Act, the applicable rules and procedures for the arbitration of disputes of
     JAMS or any successor thereof ("JAMS"), and the terms of this paragraph. In
     the event of any inconsistency, the terms of this paragraph shall control.

          (d) The arbitration shall be administered by JAMS and conducted,
     unless otherwise required by law, in any U. S. state where real or tangible
     personal property collateral for this credit is located or if there is no
     such collateral, in the state specified in the governing law section of
     this agreement. All Claims shall be determined by one arbitrator; however,
     if Claims exceed $5,000,000, upon the request of any party, the Claims
     shall be decided by three arbitrators. All arbitration hearings shall
     commence within 90 days of the demand for arbitration and close within 90
     days of commencement and the award of the arbitrator(s) shall be issued
     within 30 days of the close of the hearing. However, the arbitrator(s),
     upon a showing of good cause, may extend the commencement of the hearing
     for up to an additional 60 days. The arbitrator(s) shall provide a concise
     written statement of reasons for the award. The arbitration award may be
     submitted to any court having jurisdiction to be confirmed, judgment
     entered and enforced.

                                       -6-
<PAGE>

          (e) The arbitrator(s) will have the authority to decide whether any
     Claim is barred by the statute of limitations and, if so, to dismiss the
     arbitration on that basis. For purposes of the application of the statute
     of limitations, the service on JAMS under applicable JAMS rules of a notice
     of Claim is the equivalent of the filing of a lawsuit. Any dispute
     concerning this arbitration provision or whether a Claim is arbitrable
     shall be determined by the arbitrator(s). The arbitrator(s) shall have the
     power to award legal fees pursuant to the terms of this agreement.

          (f) This paragraph does not limit the right of any party to: (i)
     exercise self-help remedies, such as but not limited to, setoff; (ii)
     initiate judicial or non-judicial foreclosure against any real or personal
     property collateral; (iii) exercise any judicial or power of sale rights,
     or (iv) act in a court of law to obtain an interim remedy, such as but not
     limited to, injunctive relief, writ of possession or appointment of a
     receiver, or additional or supplementary remedies.

          (g) The filing of a court action is not intended to constitute a
     waiver of the right of any party, including the suing party, thereafter to
     require submittal of the Claim to arbitration.

          (h) BY AGREEING TO BINDING ARBITRATION, THE PARTIES IRREVOCABLY AND
     VOLUNTARILY WAIVE TO THE EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT THEY
     MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM. FURTHERMORE, WITHOUT
     INTENDING IN ANY WAY TO LIMIT THIS AGREEMENT TO ARBITRATE, TO THE EXTENT
     ANY CLAIM IS NOT ARBITRATED, THE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE
     ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF SUCH CLAIM. THIS
     PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS
     AGREEMENT.

                   26. FINAL AGREEMENT. BY SIGNING THIS DOCUMENT EACH PARTY
REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE FINAL AGREEMENT
BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, (B) THIS DOCUMENT
SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET, OR OTHER WRITTEN OUTLINE OF TERMS
AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT
LETTER, TERM SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY
PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.



          Executed this 1st day of August, 2005.

                                                     /s/ Jeffrey Roth
                                                     -------------------------
                                                     Jeffrey Roth

                                       -7-
<PAGE>

Address for notices to Bank:
Business Credit Services-Documentation & Servicing
Premier Banking /Small Business Banking
West Seneca-Credit Services
Attn: Credit Services
Facsimile: 716 656-2517


Address for notices to Guarantor:
Jeffery Roth
27 Mohawk Road
Short Hills, New Jersey 07078
Facsimile:


























                                       -8-
<PAGE>

BANK OF AMERICA

                                                  BORROWER: SWK Technologies

                                                  GUARANTOR: Lynn Berman


                      CONTINUING AND UNCONDITIONAL GUARANTY


To: Bank of America, N.A.

     1. The Guaranty. For valuable consideration, the undersigned ("Guarantor")
hereby unconditionally guarantees and promises to pay promptly to Bank of
America, N.A., its subsidiaries and affiliates (collectively, "Bank"), or order,
in lawful money of the United States, any and all Indebtedness of SWK
Technologies ("Borrower") to Bank when due, whether at stated maturity, upon
acceleration or otherwise, and at all times thereafter. The liability of
Guarantor under this Guaranty is not limited as to the principal amount of the
Indebtedness guaranteed and includes, without limitation, liability for all
interest, fees, indemnities (including, without limitation, hazardous waste
indemnities), and other costs and expenses relating to or arising out of the
Indebtedness and for all swap, option, or forward obligations now or hereafter
owing from Borrower to Bank. The liability of Guarantor is continuing and
relates to any Indebtedness, including that arising under successive
transactions which shall either continue the indebtedness or from time to time
renew it after it has been satisfied. This Guaranty is cumulative and does not
supersede any other outstanding guaranties, and the liability of Guarantor under
this Guaranty is exclusive of Guarantor's liability under any other guaranties
signed by Guarantor. If multiple individuals or entities sign this Guaranty,
their obligations under this Guaranty shall be joint and several.

     2. Definitions.

          (a) "Borrower" shall mean the individual or the entity named in
     Paragraph 1 of this Guaranty and, if more than one, then any one or more of
     them.

          (b) "Guarantor" shall mean the individual or the entity signing this
     Guaranty and, if more than one, then any one or more of them.

          (c) "Indebtedness" shall mean any and all debts, liabilities, and
     obligations of Borrower to Bank, now or hereafter existing, whether
     voluntary or involuntary and however arising, whether direct or indirect or
     acquired by Bank by assignment, succession, or otherwise, whether due or
     not due, absolute or contingent, liquidated or unliquidated, determined or
     undetermined, held or to be held by Bank for its own account or as agent
     for another or others, whether Borrower may be liable individually or
     jointly with others, whether recovery upon such debts, liabilities, and
     obligations may be or hereafter become barred by any statute of
     limitations, and whether such debts, liabilities, and obligations may be or
     hereafter become otherwise unenforceable. Indebtedness includes, without
     limitation, any and all obligations of Borrower to Bank for reasonable
     attorneys' fees and all other costs and expenses incurred by Bank in the
     collection or enforcement of any debts, liabilities, and obligations of
     Borrower to Bank. Indebtedness also includes, without limitation, all
     obligations of Borrower arising under any interest rate, credit, commodity
     or equity swap, cap, floor, collar, forward foreign exchange transaction,
     currency swap, cross currency rate swap, currency option, securities puts,
     calls, collars, options or forwards or any combination of, or option with
     respect to, these or similar transactions now or hereafter entered into
     between Borrower and Bank.

                                       -1-
<PAGE>

          (d) "Loan Documents" shall mean loan agreements between Borrower and
     Bank, promissory notes from Borrower in favor of Bank, and all other
     agreements, documents, and instruments evidencing any of the indebtedness,
     and deeds of trust, mortgages, security agreements, and other agreements,
     documents, and instruments executed by Borrower in connection with such
     loan agreements, promissory notes, and other agreements, documents, and
     instruments evidencing any of the Indebtedness, all as now in effect and as
     hereafter amended, restated, renewed, or superseded.

     3. Obligations Independent. The obligations hereunder are independent of
the obligations of Borrower or any other guarantor, and a separate action or
actions may be brought and prosecuted against Guarantor whether action is
brought against Borrower or any other guarantor or whether Borrower or any other
guarantor be joined in any such action or actions. Anyone executing this
Guaranty shall be bound by its terms without regard to execution by anyone else.

     4. RLghts of Bank. Guarantor authorizes Bank, without notice or demand and
without affecting its liability hereunder, from time to time to:

          (a) renew, compromise, extend, accelerate, or otherwise change the
     time for payment, or otherwise change the terms, of the Indebtedness or any
     part thereof, including increase or decrease of the rate of interest
     thereon, or otherwise change the terms of any Loan Documents;

          (b) receive and hold security for the payment of this Guaranty or any
     Indebtedness and exchange, enforce, waive, release, fail to perfect, sell,
     or otherwise dispose of any such security;

          (c) apply such security and direct the order or manner of sale thereof
     as Bank in its discretion may determine;

          (d) release or substitute any Guarantor or any one or more of any
     endorsers or other guarantors of any of the Indebtedness; and

          (e) permit the Indebtedness to exceed Guarantor's liability under this
     Guaranty, and Guarantor agrees that any amounts received by Bank from any
     source other than Guarantor shall be deemed to be applied first to any
     portion of the Indebtedness not guaranteed by Guarantor.

     5. Guaranty to be Absolute. Guarantor agrees that until the Indebtedness
has been paid in full and any commitments of Bank or facilities provided by Bank
with respect to the Indebtedness have been terminated, Guarantor shall not be
released by or because of the taking, or failure to take, any action that might
in any manner or to any extent vary the risks of Guarantor under this Guaranty
or that, but for this paragraph, might discharge or otherwise reduce, limit, or
modify Guarantor's obligations under this Guaranty. Guarantor waives and
surrenders any defense to any liability under this Guaranty based upon any such
action, including but not limited to any action of Bank described in the
immediately preceding paragraph of this Guaranty. It is the express intent of
Guarantor that Guarantor's obligations under this Guaranty are and shall be
absolute and unconditional.

     6. Guarantor's Waivers of Certain Rights and Certain Defenses. Guarantor
waives:

          (a) any right to require Bank to proceed against Borrower, proceed
     against or exhaust any security for the Indebtedness, or pursue any other
     remedy in Bank's power whatsoever;

          (b) any defense arising by reason of any disability or other defense
     of Borrower, or the cessation from any cause whatsoever of the liability of
     Borrower;

          (c) any defense based on any claim that Guarantor's obligations exceed
     or are more burdensome than those of Borrower; and

          (d) the benefit of any statute of limitations affecting Guarantor's
     liability hereunder.

                                       -2-
<PAGE>

No provision or waiver in this Guaranty shall be construed as limiting the
generality of any other waiver contained in this Guaranty.

     7. Waiver of Subrogation. Until the Indebtedness has been paid in full and
any commitments of Bank or facilities provided by Bank with respect to the
Indebtedness have been terminated, even though the Indebtedness may be in excess
of Guarantor's liability hereunder, Guarantor waives to the extent permitted by
applicable law any right of subrogation, reimbursement, indemnification, and
contribution (contractual, statutory, or otherwise) including, without
limitation, any claim or right of subrogation under the Bankruptcy Code (Title
11, United States Code) or any successor statute, arising from the existence or
performance of this Guaranty, and Guarantor waives to the extent permitted by
applicable law any right to enforce any remedy that Bank now has or may
hereafter have against Borrower, and waives any benefit of, and any right to
participate in, any security now or hereafter held by Bank.

     8. Waiver of Notices. Guarantor waives all presentments, demands for
performance, notices of nonperformance, protests, notices of protest, notices of
dishonor, notices of intent to accelerate, notices of acceleration, notices of
any suit or any other action against Borrower or any other person, any other
notices to any party liable on any Loan Document (including Guarantor), notices
of acceptance of this Guaranty, notices of the existence, creation, or incurring
of new or additional Indebtedness to which this Guaranty applies or any other
Indebtedness of Borrower to Bank, and notices of any fact that might increase
Guarantor's risk.

     9. Security. To secure all of Guarantor's obligations hereunder, Guarantor
assigns and grants to Bank a security interest in all moneys, securities, and
other property of Guarantor now or hereafter in the possession of Bank, all
deposit accounts of Guarantor maintained with Bank, and all proceeds thereof.
Upon default or breach of any of Guarantor's obligations to Bank, Bank may apply
any deposit account to reduce the Indebtedness, and may foreclose any collateral
as provided in the Uniform Commercial Code and in any security agreements
between Bank and Guarantor.

     10. Subordination. Any obligations of Borrower to Guarantor, now or
hereafter existing, including but not limited to any obligations to Guarantor as
subrogee of Bank or resulting from Guarantor's performance under this Guaranty,
are hereby subordinated to the Indebtedness. In addition to Guarantor's waiver
of any right of subrogation as set forth in this Guaranty with respect to any
obligations of Borrower to Guarantor as subrogee of Bank, Guarantor agrees that,
if Bank so requests, Guarantor shall not demand, take, or receive from Borrower,
by setoff or in any other manner, payment OF any other obligations OF Borrower
to Guarantor until the Indebtedness has been paid in full and any commitments of
Bank or facilities provided by Bank with respect to the Indebtedness have been
terminated. If any payments are received by Guarantor in violation OF such
waiver or agreement, such payments shall be received by Guarantor as trustee for
Bank and shall be paid over to Bank on account of the Indebtedness, but without
reducing or affecting in any manner the liability of Guarantor under the other
provisions of this Guaranty. Any security interest, lien, or other encumbrance
that Guarantor may now or hereafter have on any property OF Borrower is hereby
subordinated to any security interest, lien, or other encumbrance that Bank may
have on any such property.

     11. Revocation OF Guaranty.

          (a) This Guaranty may be revoked at any time by Guarantor in respect
     to future transactions, unless there is a continuing consideration as to
     such transactions that Guarantor does not renounce. Such revocation shall
     be effective upon actual receipt by Bank, at the address shown below or at
     such other address as may have been provided to Guarantor by Bank, of
     written notice of revocation. Revocation shall not affect any OF
     Guarantor's obligations or Bank's rights with respect to transactions
     committed or entered into prior to Bank's receipt of such notice,
     regardless of whether or not the Indebtedness related to such transactions,
     before or after revocation, has been incurred, renewed, compromised,
     extended, accelerated, or otherwise changed as to any of its terms,
     including time for payment or increase or decrease of the rate of interest
     thereon, and regardless of any other act or omission of Bank authorized
     hereunder. Revocation by Guarantor shall not affect any obligations of any
     other guarantor.

                                       -3-
<PAGE>

          (b) In the event of the death of a Guarantor, the liability of the
     estate of the deceased Guarantor shall continue in full force and effect as
     to (i) the Indebtedness existing at the date of death, and any renewals or
     extensions thereof, and (ii) loans or advances made to or for the account
     of Borrower after the date of the death of the deceased Guarantor pursuant
     to a commitment made by Bank to Borrower prior to the date of such death.
     As to all surviving Guarantors, this Guaranty shall continue in full force
     and effect after the death of a Guarantor, not only as to the Indebtedness
     existing at that time, but also as to the Indebtedness thereafter incurred
     by Borrower to Bank.

          (c) Guarantor acknowledges and agrees that this Guaranty may be
     revoked only in accordance with the foregoing provisions of this paragraph
     and shall not be revoked simply as a result of any change in name,
     location, or composition or structure of Borrower, the dissolution of
     Borrower, or the termination, increase, decrease, or other change of any
     personnel or owners of Borrower.

     12. Reinstatement of Guaranty. If this Guaranty is revoked, returned, or
canceled, and subsequently any payment or transfer of any interest in property
by Borrower to Bank is rescinded or must be returned by Bank to Borrower, this
Guaranty shall be reinstated with respect to any such payment or transfer,
regardless of any such prior revocation, return, or cancellation.

     13. Stay of Acceleration. In the event that acceleration of the time for
payment of any of the Indebtedness is stayed upon the insolvency, bankruptcy, or
reorganization of Borrower or otherwise, all such Indebtedness guaranteed by
Guarantor shall nonetheless be payable by Guarantor immediately if requested by
Bank.

     14. No Setoff or Deductions; Taxes.

          (a) Guarantor represents and warrants that it is organized and
     resident in the United States of America. All payments by Guarantor
     hereunder shall be paid in full, without setoff or counterclaim or any
     deduction or withholding whatsoever, including, without limitation, for any
     and all present and future taxes. If Guarantor must make a payment under
     this Guaranty, Guarantor represents and warrants that it will make the
     payment from one OF its U.S. resident offices to Bank so that no
     withholding tax is imposed on the payment. Notwithstanding the foregoing,
     IF Guarantor makes a payment under this Guaranty to which withholding tax
     applies or if any taxes (other than taxes on net income (i) imposed by the
     country or any subdivision of the country in which Bank's principal office
     or actual lending office is located and (ii) measured by the United States
     taxable income Bank would have received IF all payments under or in respect
     of this Guaranty were exempt from taxes levied by Guarantor's country) are
     at any time imposed on any payments under or in respect of this Guaranty
     including, but not limited to, payments made pursuant to this paragraph,
     Guarantor shall pay all such taxes to the relevant authority in accordance
     with applicable law such that Bank receives the sum it would have received
     had no such deduction or withholding been made (or, if Guarantor cannot
     legally comply with the foregoing, Guarantor shall pay to Bank such
     additional amounts as will result in Bank receiving the sum it would have
     received had no such deduction or withholding been made). Further,
     Guarantor shall also pay to Bank, on demand, all additional amounts that
     Bank specifies as necessary to preserve the after-tax yield Bank would have
     received if such taxes had not been imposed.

          (b) Guarantor shall promptly provide Bank with an original receipt or
     certified copy issued by the relevant authority evidencing the payment of
     any such amount required to be deducted or withheld.

     15. Information Relatinq to Borrower. Guarantor acknowledges and agrees
that it shall have the sole responsibility for, and has adequate means of,
obtaining from Borrower such information concerning Borrower's financial
condition or business operations as Guarantor may require, and that Bank has no
duty, and Guarantor is not relying on Bank, at any lime to disclose to Guarantor
any information relating to the business operations or financial condition of
Borrower.

     16. Borrower's Authorization. Where Borrower is a corporation, partnership,
or limited liability company, it is not necessary for Bank to inquire into the
powers of Borrower or of the officers, directors, partners,

                                       -4-
<PAGE>

members, managers, or agents acting or purporting to act on its behalf, and any
Indebtedness made or created in reliance upon the professed exercise of such
powers shall be guaranteed hereunder, subject to any limitations on Guarantor's
liability set forth herein.

     17. Information Relating to Guarantor. Guarantor authorizes Bank to verify
or check any information given by Guarantor to Bank, check Guarantor's credit
references, verify employment, and obtain credit reports. Guarantor acknowledges
and agrees that the authorizations provided in this paragraph apply to any
individual general partner of Guarantor and to Guarantor's spouse and any such
general partner's spouse if Guarantor or such general partner is married and
lives in a community property state.

     18. Change of Status. Any Guarantor that is a business entity shall not
enter into any consolidation, merger, or other combination unless Guarantor is
the surviving business entity. Further, Guarantor shall not change its legal
structure unless (a) Guarantor obtains the prior written consent of Bank and (b)
all Guarantor's obligations under this Guaranty are assumed by the new business
entity.

     19. Remedies. If Guarantor fails to fulfill its duty to pay all
Indebtedness guaranteed hereunder, Bank shall have all of the remedies of a
creditor and, to the extent applicable, of a secured party, under all applicable
law. Without limiting the foregoing, Bank may, at its option and without notice
or demand:

          (a) declare any Indebtedness due and payable at once;

          (b) take possession of any collateral pledged by Borrower or
     Guarantor, wherever located, and sell, resell, assign, transfer, and
     deliver all or any part of the collateral at any public or private sale or
     otherwise dispose of any or all of the collateral in its then condition,
     for cash or on credit or for future delivery, and in connection therewith
     Bank may impose reasonable conditions upon any such sale. Further, Bank,
     unless prohibited by law the provisions of which cannot be waived, may
     purchase all or any part of the collateral to be sold, free from and
     discharged of all trusts, claims, rights of redemption and equities of
     Borrower or Guarantor whatsoever. Guarantor acknowledges and agrees that
     the sale of any collateral through any nationally recognized broker-dealer,
     investment banker, or any other method common in the securities industry
     shall be deemed a commercially reasonable sale under the Uniform Commercial
     Code or any other equivalent statute or federal law, and expressly waives
     notice thereof except as provided'herein; and

          (c) set off against any or all liabilities of Guarantor all money owed
     by Bank or any of its agents or affiliates in any capacity to Guarantor,
     whether or not due, and also set off against all other liabilities of
     Guarantor to Bank all money owed by Bank in any capacity to Guarantor. If
     exercised by Bank, Bank shall be deemed to have exercised such right of
     setoff and to have made a charge against any such money immediately upon
     the occurrence of such default although made or entered on the books
     subsequent thereto.

     20. Notices. All notices required under this Guaranty shall be personally
delivered or sent by first class mail, postage prepaid, or by overnight courier,
to the addresses on the signature page of this Guaranty, or sent by facsimile to
the fax numbers listed on the signature page, or to such other addresses as Bank
and Guarantor may specify from time to time in writing. Notices sent by (a)
first class mail shall be deemed delivered on the earlier of actual receipt or
on the fourth business day after deposit in the U.S. mail, postage prepaid, (b)
overnight courier shall be deemed delivered on the next business day, and (c)
telecopy shall be deemed delivered when transmitted.

     21. Successors and Assigns. This Guaranty (a) binds Guarantor and
Guarantor's executors, administrators, successors, and assigns, provided that
Guarantor may not assign its rights or obligations under this Guaranty without
the prior written consent of Bank, and (b) inures to the benefit of Bank and
Bank's indorsees, successors, and assigns. Bank may, without notice to Guarantor
and without affecting Guarantor's obligations hereunder, self, assign, grant
participations in, or otherwise transfer to any other person, firm, or
corporation the Indebtedness and this Guaranty, in whole or in part. Guarantor
agrees that Bank may disclose to

                                       -5-
<PAGE>

any assignee or purchaser, or any prospective assignee or purchaser, of all or
part of the Indebtedness any and all information in Bank's possession concerning
Guarantor, this Guaranty, and any security for this Guaranty.

     22. Amendments, Waivers, and Severability. No provision of this Guaranty
may be amended or waived except in writing. No failure by Bank to exercise, and
no delay in exercising, any of its rights, remedies, or powers shall operate as
a waiver thereof, and no single or partial exercise of any such right, remedy,
or power shall preclude any other or further exercise thereof or the exercise of
any other right, remedy, or power. The unenforceability or invalidity of any
provision of this Guaranty shall not affect the enforceability or validity of
any other provision of this Guaranty.

     23. Costs and Expenses. Guarantor agrees to pay all reasonable attorneys'
fees, including allocated costs of Bank's in-house counsel to the extent
permitted by applicable law, and all other costs and expenses that may be
incurred by Bank (a) in the enforcement of this Guaranty or (b) in the
preservation, PROTECTION, OR enforcement OF ANY RIGHTS OF Bank IN ANY CASE
commenced by OR AGAINST GUARANTOR OR Borrower under the Bankruptcy Code (Title
11, United States Code) or any similar or successor statute.

     24. Governing Law and Jurisdiction. This Guaranty shall be governed by and
construed and enforced in accordance with federal law and the law of the State
of New Jersey. Jurisdiction and venue for any action or proceeding to enforce
this Guaranty shall be the forum appropriate for such action or proceeding
against Borrower, to which jurisdiction Guarantor irrevocably submits and to
which venue Guarantor waives to the fullest extent permitted by law any defense
asserting an inconvenient forum in connection therewith. It is provided,
however, that if Guarantor owns property in another state, notwithstanding that
the forum for enforcement action is elsewhere, Bank may commence a collection
proceeding in any state in which Guarantor owns property for the purpose of
enforcing provisional remedies against such property. Service of process by Bank
in connection with such action or proceeding shall be binding on Guarantor if
sent to Guarantor by registered or certified mail at its address specified
below.

     25. Arbitration and Waiver of Jury Trial.

          (a) This paragraph concerns the resolution of any controversies or
     claims between the parties, whether arising in contract, tort or by
     statute, including but not limited to controversies or claims that arise
     out of or relate to: (i) this agreement (including any renewals, extensions
     or modifications); or (ii) any document related to this agreement
     (collectively a "Claim"). For the purposes of this arbitration provision
     only, the term "parties" shall include any parent corporation, subsidiary
     or affiliate of the Bank involved in the servicing, management or
     administration of any obligation described or evidenced by this agreement.

          (b) At the request of any party to this agreement, any Claim shall be
     resolved by binding arbitration in accordance with the Federal Arbitration
     Act (Title 9, U. S. Code) (the "Act"). The Act will apply even though this
     agreement provides that it is governed by the law of a specified state.

          (c) Arbitration proceedings will be determined in accordance with the
     Act, the applicable rules and procedures for the arbitration of disputes of
     JAMS or any successor thereof ("JAMS"), and the terms of this paragraph. In
     the event of any inconsistency, the terms of this paragraph shall control.

          (d) The arbitration shall be administered by JAMS and conducted,
     unless otherwise required by law, in any U. S. state where real or tangible
     personal property collateral for this credit is located or if there is no
     such collateral, in the state specified in the governing law section of
     this agreement. All Claims shall be determined by one arbitrator; however,
     if Claims exceed $5,000,000, upon the request of any party, the Claims
     shall be decided by three arbitrators. All arbitration hearings shall
     commence within 90 days of the demand for arbitration and close within 90
     days of commencement and the award of the arbitrator(s) shall be issued
     within 30 days of the close of the hearing. However, the arbitrator(s),
     upon a showing of good cause, may extend the commencement of the hearing
     for up to an additional 60 days. The arbitrator(s) shall provide a concise
     written statement of reasons for the award. The arbitration award may be
     submitted to any court having jurisdiction to be confirmed, judgment
     entered and enforced.

                                       -6-
<PAGE>

          (e) The arbitrator(s) will have the authority to decide whether any
     Claim is barred by the statute of limitations and, if so, to dismiss the
     arbitration on that basis. For purposes of the application of the statute
     of limitations, the service on JAMS under applicable JAMS rules of a notice
     of Claim is the equivalent of the filing of a lawsuit. Any dispute
     concerning this arbitration provision or whether a Claim is arbitrable
     shall be determined by the arbitrator(s). The arbitrator(s) shall have the
     power to award legal fees pursuant to the terms of this agreement.

          (f) This paragraph does not limit the right of any party to: (i)
     exercise self-help remedies, such as but not limited to, setoff; (ii)
     initiate judicial or non judicial foreclosure against any real or personal
     property collateral; (iii) exercise any judicial or power of sale rights,
     or (iv) act in a court of law to obtain an interim remedy, such as but not
     limited to, injunctive relief, writ of possession or appointment of a
     receiver, or additional or supplementary remedies.

          (g) The filing of a court action is not intended to constitute a
     waiver of the right of any party, including the suing party, thereafter to
     require submittal of the Claim to arbitration.

          (h) BY AGREEING TO BINDING ARBITRATION, THE PARTIES IRREVOCABLY AND
     VOLUNTARILY WAIVE TO THE EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT THEY
     MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM. FURTHERMORE, WITHOUT
     INTENDING IN ANY WAY TO LIMIT THIS AGREEMENT TO ARBITRATE, TO THE EXTENT
     ANY CLAIM IS NOT ARBITRATED, THE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE
     ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF SUCH CLAIM. THIS
     PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS
     AGREEMENT.

     26. FINAL AGREEMENT. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND
AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE FINAL AGREEMENT BETWEEN PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF, (B) THIS DOCUMENT SUPERSEDES ANY
COMMITMENT LETTER, TERM SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS
RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM
SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO
THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES,
AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.


     Executed this 1st day of August, 2005.

                                                   /s/ Lynn K. Berman
                                                   ---------------------------
                                                   Lynn K. Berman

                                       -7-
<PAGE>

Address for notices to Bank:
Business Credit Services-Documentation & Servicing
Premier Banking/Small Business Banking
West Seneca-Credit Services
Attn: Credit Service
Facsimile: 716 656-2517


Address for notices to Guarantor:
Lynn Berman
4 Hillcrest Avenue
West Orange, New Jersey 07052
Facsimile:




























                                       -8-
<PAGE>

BANK OF AMERICA

                                                  BORROWER: SWK Technologies

                                                  GUARANTOR: Gary Berman


                      CONTINUING AND UNCONDITIONAL GUARANTY


To: Bank of America, N.A.

     1. The Guaranty. For valuable consideration, the undersigned ("Guarantor")
hereby unconditionally guarantees and promises to pay promptly to Bank of
America, N.A., its subsidiaries and affiliates (collectively, "Bank"), or order,
in lawful money of the United States, any and all Indebtedness of SWK
Technologies ("Borrower") to Bank when due, whether at stated maturity, upon
acceleration or otherwise, and at all times thereafter. The liability of
Guarantor under this Guaranty is not limited as to the principal amount of the
Indebtedness guaranteed and includes, without limitation, liability for all
interest, fees, indemnities (including, without limitation, hazardous waste
indemnities), and other costs and expenses relating to or arising out of the
Indebtedness and for all swap, option, or forward obligations now or hereafter
owing from Borrower to Bank. The liability of Guarantor is continuing and
relates to any Indebtedness, including that arising under successive
transactions which shall either continue the Indebtedness or from time to time
renew it after it has been satisfied. This Guaranty is cumulative and does not
supersede any other outstanding guaranties, and the liability of Guarantor under
this Guaranty is exclusive of Guarantor's liability under any other guaranties
signed by Guarantor. if multiple individuals or entities sign this Guaranty,
their obligations under this Guaranty shall be joint and several.

     2. Definitions.

          (a) "Borrower" shall mean the individual or the entity named in
     Paragraph 1 of this Guaranty and, if more than one, then any one or more of
     them.

          (b) "Guarantor" shall mean the individual or the entity signing this
     Guaranty and, if more than one, then any one or more of them.

          (c) "Indebtedness" shall mean any and all debts, liabilities, and
     obligations of Borrower to Bank, now or hereafter existing, whether
     voluntary or involuntary and however arising, whether direct or indirect or
     acquired by Bank by assignment, succession, or otherwise, whether due or
     not due, absolute or contingent, liquidated or unliquidated, determined or
     undetermined, held or to be held by Bank for its own account or as agent
     for another or others, whether Borrower may be liable individually or
     jointly with others, whether recovery upon such debts, liabilities, and
     obligations may be or hereafter become barred by any statute of
     limitations, and whether such debts, liabilities, and obligations may be or
     hereafter become otherwise unenforceable. Indebtedness includes, without
     limitation, any and all obligations of Borrower to Bank for reasonable
     attorneys' fees and all other costs and expenses incurred by Bank in the
     collection or enforcement of any debts, liabilities, and obligations of
     Borrower to Bank. Indebtedness also includes, without limitation, all
     obligations of Borrower arising under any interest rate, credit, commodity
     or equity swap, cap, floor, collar, forward foreign exchange transaction,
     currency swap, cross currency rate swap, currency option, securities puts,
     calls, collars, options or forwards or any combination of, or option with
     respect to, these or similar transactions now or hereafter entered into
     between Borrower and Bank.

                                       -1-
<PAGE>

          (d) "Loan Documents" shall mean loan agreements between Borrower and
     Bank, promissory notes from Borrower in favor of Bank, and all other
     agreements, documents, and instruments evidencing any of the Indebtedness,
     and deeds of trust, mortgages, security agreements, and other agreements,
     documents, and instruments executed by Borrower in connection with such
     loan agreements, promissory notes, and other agreements, documents, and
     instruments evidencing any of the Indebtedness, all as now in effect and as
     hereafter amended, restated, renewed, or superseded.

     3. Obligations Independent. The obligations hereunder are independent of
the obligations of Borrower or any other guarantor, and a separate action or
actions may be brought and prosecuted against Guarantor whether action is
brought against Borrower or any other guarantor or whether Borrower or any other
guarantor be joined in any such action or actions. Anyone executing this
Guaranty shall be bound by its terms without regard to execution by anyone else.

     4. Rights of Bank. Guarantor authorizes Bank, without notice or demand and
without affecting its liability hereunder, from time to time to:

          (a) renew, compromise, extend, accelerate, or otherwise change the
     time for payment, or otherwise change the terms, of the Indebtedness or any
     part thereof, including increase or decrease of the rate of interest
     thereon, or otherwise change the terms of any Loan Documents;

          (b) receive and hold security for the payment of this Guaranty or any
     Indebtedness and exchange, enforce, waive, release, fail to perfect, sell,
     or otherwise dispose of any such security;

          (c) apply such security and direct the order or manner of sale thereof
     as Bank in its discretion may determine;

          (d) release or substitute any Guarantor or any one or more of any
     endorsers or other guarantors of any of the Indebtedness; and

          (e) permit the Indebtedness to exceed Guarantor's liability under this
     Guaranty, and Guarantor agrees that any amounts received by Bank from any
     source other than Guarantor shall be deemed to be applied first to any
     portion of the Indebtedness not guaranteed by Guarantor.

     5. Guaranty to be Absolute. Guarantor agrees that until the Indebtedness
has been paid in full and any commitments of Bank or facilities provided by Bank
with respect to the Indebtedness have been terminated, Guarantor shall not be
released by or because of the taking, or failure to take, any action that might
in any manner or to any extent vary the risks of Guarantor under this Guaranty
or that, but for this paragraph, might discharge or otherwise reduce, limit, or
modify Guarantor's obligations under this Guaranty. Guarantor waives and
surrenders any defense to any liability under this Guaranty based upon any such
action, including but not limited to any action of Bank described in the
immediately preceding paragraph of this Guaranty. It is the express intent of
Guarantor that Guarantor's obligations under this Guaranty are and shall be
absolute and unconditional.

     6. Guarantor's Waivers of Certain Rights and Certain Defenses. Guarantor
waives:

          (a) any right to require Bank to proceed against Borrower, proceed
     against or exhaust any security for the Indebtedness, or pursue any other
     remedy in Bank's power whatsoever;

          (b) any defense arising by reason of any disability or other defense
     of Borrower, or the cessation from any cause whatsoever of the liability of
     Borrower;

          (c) any defense based on any claim that Guarantor's obligations exceed
     or are more burdensome than those of Borrower; and

          (d) the benefit of any statute of limitations affecting Guarantor's
     liability hereunder.

                                       -2-
<PAGE>

No provision or waiver in this Guaranty shall be construed as limiting the
generality of any other waiver contained in this Guaranty.

     7. Waiver of Subrogation. Until the Indebtedness has been paid in full and
any commitments of Bank or facilities provided by Bank with respect to the
Indebtedness have been terminated, even though the Indebtedness may be in excess
of Guarantor's liability hereunder, Guarantor waives to the extent permitted by
applicable law any right of subrogation, reimbursement, indemnification, and
contribution (contractual, statutory, or otherwise) including, without
limitation, any claim or right of subrogation under the Bankruptcy Code (Title
11, United States Code) or any successor statute, arising from the existence or
performance of this Guaranty, and Guarantor waives to the extent permitted by
applicable law any right to enforce any remedy that Bank now has or may
hereafter have against Borrower, and waives any benefit of, and any right to
participate in, any security now or hereafter held by Bank.

     8. Waiver of Notices. Guarantor waives all presentments, demands for
performance, notices of nonperformance, protests, notices of protest, notices of
dishonor, notices of intent to accelerate, notices of acceleration, notices of
any suit or any other action against Borrower or any other person, any other
notices to any party liable on any Loan Document (including Guarantor), notices
of acceptance of this Guaranty, notices of the existence, creation, or incurring
of new or additional Indebtedness to which this Guaranty applies or any other
Indebtedness of Borrower to Bank, and notices of any fact that might increase
Guarantor's risk.

     9. Security. To secure all of Guarantor's obligations hereunder, Guarantor
assigns and grants to Bank a security interest in all moneys, securities, and
other property of Guarantor now or hereafter in the possession of Bank, all
deposit accounts of Guarantor maintained with Bank, and all proceeds thereof.
Upon default or breach of any of Guarantor's obligations to Bank, Bank may apply
any deposit account to reduce the indebtedness, and may foreclose any collateral
as provided in the Uniform Commercial Code and in any security agreements
between Bank and Guarantor.

     10. Subordination. Any obligations of Borrower to Guarantor, now or
hereafter existing, including but not limited to any obligations to Guarantor as
subrogee of Bank or resulting from Guarantor's performance under this Guaranty,
are hereby subordinated to the Indebtedness. In addition to Guarantor's waiver
of any right of subrogation as set forth in this Guaranty with respect to any
obligations of Borrower to Guarantor as subrogee of Bank, Guarantor agrees that,
if Bank so requests, Guarantor shall not demand, take, or receive from Borrower,
by setoff or in any other manner, payment of any other obligations of Borrower
to Guarantor until the Indebtedness has been paid in full and any commitments of
Bank or facilities provided by Bank with respect to the Indebtedness have been
terminated. If any payments are received by Guarantor in violation of such
waiver or agreement, such payments shall be received by Guarantor as trustee for
Bank and shall be paid over to Bank on account of the Indebtedness, but without
reducing or affecting in any manner the liability of Guarantor under the other
provisions of this Guaranty. Any security interest, lien, or other encumbrance
that Guarantor may now or hereafter have on any property of Borrower is hereby
subordinated to any security interest, lien, or other encumbrance that Bank may
have on any such property.

     11. Revocation of Guaranty.

          (a) This Guaranty may be revoked at any time by Guarantor in respect
     to future transactions, unless there is a continuing consideration as to
     such transactions that Guarantor does not renounce. Such revocation shall
     be effective upon actual receipt by Bank, at the address shown below or at
     such other address as may have been provided to Guarantor by Bank, of
     written notice of revocation. Revocation shall not affect any of
     Guarantor's obligations or Bank's rights with respect to transactions
     committed or entered into prior to Bank's receipt of such notice,
     regardless of whether or not the Indebtedness related to such transactions,
     before or after revocation, has been incurred, renewed, compromised,
     extended, accelerated, or otherwise changed as to any of its terms,
     including time for payment or increase or decrease of the rate of interest
     thereon, and regardless of any other act or omission of Bank authorized
     hereunder. Revocation by Guarantor shall not affect any obligations of any
     other guarantor.

                                       -3-
<PAGE>

          (b) in the event of the death of a Guarantor, the liability of the
     estate of the deceased Guarantor shall continue in full force and effect as
     to (i) the Indebtedness existing at the date of death, and any renewals or
     extensions thereof, and (ii) loans or advances made to or for the account
     of Borrower after the date of the death of the deceased Guarantor pursuant
     to a commitment made by Bank to Borrower prior to the date of such death.
     As to all surviving Guarantors, this Guaranty shall continue in full force
     and effect after the death of a Guarantor, not only as to the Indebtedness
     existing at that time, but also as to the Indebtedness thereafter incurred
     by Borrower to Bank.

          (c) Guarantor acknowledges and agrees that this Guaranty may be
     revoked only in accordance with the foregoing provisions of this paragraph
     and shall not be revoked simply as a result of any change in name,
     location, or composition or structure of Borrower, the dissolution of
     Borrower, or the termination, increase, decrease, or other change of any
     personnel or owners of Borrower.

     12. Reinstatement of Guaranty. If this Guaranty is revoked, returned, or
canceled, and subsequently any payment or transfer of any interest in property
by Borrower to Bank is rescinded or must be returned by Bank to Borrower, this
Guaranty shall be reinstated with respect to any such payment or transfer,
regardless of any such prior revocation, return, or cancellation.

     13. Stay of Acceleration. In the event that acceleration of the time for
payment of any of the Indebtedness is stayed upon the insolvency, bankruptcy, or
reorganization of Borrower or otherwise, all such indebtedness guaranteed by
Guarantor shall nonetheless be payable by Guarantor immediately if requested by
Bank.

     14. No Setoff or Deductions; Taxes.

          (a) Guarantor represents and warrants that it is organized and
     resident in the United States of America. All payments by Guarantor
     hereunder shall be paid in full, without setoff or counterclaim or any
     deduction or withholding whatsoever, including, without limitation, for any
     and all present and future taxes. If Guarantor must make a payment under
     this Guaranty, Guarantor represents and warrants that it will make the
     payment from one of its U.S. resident offices to Bank so that no
     withholding tax is imposed on the payment. Notwithstanding the foregoing,
     if Guarantor makes a payment under this Guaranty to which withholding tax
     applies or if any taxes (other than taxes on net income (i) imposed by the
     country or any subdivision of the country in which Bank's principal office
     or actual lending office is located and (ii) measured by the United States
     taxable income Bank would have received if ail payments under or in respect
     of this Guaranty were exempt from taxes levied by Guarantor's country) are
     at any time imposed on any payments under or in respect of this Guaranty
     including, but not limited to, payments made pursuant to this paragraph,
     Guarantor shall pay all such taxes to the relevant authority in accordance
     with applicable law such that Bank receives the sum it would have received
     had no such deduction or withholding been made (or, if Guarantor cannot
     legally comply with the foregoing, Guarantor shall pay to Bank such
     additional amounts as will result in Bank receiving the sum it would have
     received had no such deduction or withholding been made). Further,
     Guarantor shall also pay to Bank, on demand, all additional amounts that
     Bank specifies as necessary to preserve the after-tax yield Bank would have
     received if such taxes had not been imposed.

          (b) Guarantor shall promptly provide Bank with an original receipt or
     certified copy issued by the relevant authority evidencing the payment of
     any such amount required to be deducted or withheld.

     15. Information Relating to Borrower. Guarantor acknowledges and agrees
that it shall have the sole responsibility for, and has adequate means of,
obtaining from Borrower such information concerning Borrower's financial
condition or business operations as Guarantor may require, and that Bank has no
duty, and Guarantor is not relying on Bank, at any time to disclose to Guarantor
any information relating to the business operations or financial condition of
Borrower.

     16. Borrower's Authorization. Where Borrower is a corporation, partnership,
or limited liability company, it is not necessary for Bank to inquire into the
powers of Borrower or of the officers, directors, partners,

                                       -4-
<PAGE>

members, managers, or agents acting or purporting to act on its behalf, and any
Indebtedness made or created in reliance upon the professed exercise of such
powers shall be guaranteed hereunder, subject to any limitations on Guarantor's
liability set forth herein.

     17. Information Relatinct to Guarantor. Guarantor authorizes Bank to verify
or check any information given by Guarantor to Bank, check Guarantor's credit
references, verify employment, and obtain credit reports. Guarantor acknowledges
and agrees that the authorizations provided in this paragraph apply to any
individual general partner of Guarantor and to Guarantor's spouse and any such
general partner's spouse if Guarantor or such general partner is married and
lives in a community property state.

     18. Change of Status. Any Guarantor that is a business entity shall not
enter into any consolidation, merger, or other combination unless Guarantor is
the surviving business entity. Further, Guarantor shall not change its legal
structure unless (a) Guarantor obtains the prior written consent of Bank and (b)
all Guarantor's obligations under this Guaranty are assumed by the new business
entity.

     19. Remedies. If Guarantor fails to fulfill its duty to pay all
Indebtedness guaranteed hereunder, Bank shall have all of the remedies of a
creditor and, to the extent applicable, of a secured party, under all applicable
law. Without limiting the foregoing, Bank may, at its option and without notice
or demand:

          (a) declare any Indebtedness due and payable at once;

          (b) take possession of any collateral pledged by Borrower or
     Guarantor, wherever located, and sell, resell, assign, transfer, and
     deliver all or any part of the collateral at any public or private sale or
     otherwise dispose of any or all of the collateral in its then condition,
     for cash or on credit or for future delivery, and in connection therewith
     Bank may impose reasonable conditions upon any such sale. Further, Bank,
     unless prohibited by law the provisions of which cannot be waived, may
     purchase all or any part of the collateral to be sold, free from and
     discharged of all trusts, claims, rights of redemption and equities of
     Borrower or Guarantor whatsoever. Guarantor acknowledges and agrees that
     the sale of any collateral through any nationally recognized broker-dealer,
     investment banker, or any other method common in the securities industry
     shall be deemed a commercially reasonable sale under the Uniform Commercial
     Code or any other equivalent statute or federal law, and expressly waives
     notice thereof except as provided herein; and

          (c) set off against any or all liabilities of Guarantor all money owed
     by Bank or any of its agents or affiliates in any capacity to Guarantor,
     whether or not due, and also set off against all other liabilities of
     Guarantor to Bank all money owed by Bank in any capacity to Guarantor. If
     exercised by Bank, Bank shall be deemed to have exercised such right of
     setoff and to have made a charge against any such money immediately upon
     the occurrence of such default although made or entered on the books
     subsequent thereto.

     20. Notices. All notices required under this Guaranty shall be personally
delivered or sent by first class mail, postage prepaid, or by overnight courier,
to the addresses on the signature page of this Guaranty, or sent by facsimile to
the fax numbers listed on the signature page, or to such other addresses as Bank
and Guarantor may specify from time to time in writing. Notices sent by (a)
first class mail shall be deemed delivered on the earlier of actual receipt or
on the fourth business day after deposit in the U.S. mail, postage prepaid, (b)
overnight courier shall be deemed delivered on the next business day, and (c)
telecopy shall be deemed delivered when transmitted.

     21. Successors and Assigns. This Guaranty (a) binds Guarantor and
Guarantor's executors, administrators, successors, and assigns, provided that
Guarantor may not assign its rights or obligations under this Guaranty without
the prior written consent of Bank, and (b) inures to the benefit of Bank and
Bank's indorsees, successors, and assigns. Bank may, without notice to Guarantor
and without affecting Guarantor's obligations hereunder, sell, assign, grant
participations in, or otherwise transfer to any other person, firm, or
corporation the Indebtedness and this Guaranty, in whole or in part. Guarantor
agrees that Bank may disclose to

                                       -5-
<PAGE>

any assignee or purchaser, or any prospective assignee or purchaser, of all or
part of the Indebtedness any and all information in Bank's possession concerning
Guarantor, this Guaranty, and any security for this Guaranty.

     22. Amendments, Waivers, and Severability. No provision of this Guaranty
may be amended or waived except in writing. No failure by Bank to exercise, and
no delay in exercising, any of its rights, remedies, or powers shall operate as
a waiver thereof, and no single or partial exercise of any such right, remedy,
or power shall preclude any other or further exercise thereof or the exercise of
any other right, remedy, or power. The unenforceability or invalidity of any
provision of this Guaranty shall not affect the enforceability or validity of
any other provision of this Guaranty.

     23. Costs and Expenses. Guarantor agrees to pay all reasonable attorneys'
fees, including allocated costs of Bank's in-house counsel to the extent
permitted by applicable law, and all other costs and expenses that may be
incurred by Bank (a) in the enforcement of this Guaranty or (b) in the
preservation, protection, or enforcement of any rights of Bank in any case
commenced by or against Guarantor or Borrower under the Bankruptcy Code (Title
11, United States Code) or any similar or successor statute.

     24. Governinq Law and Jurisdiction. This Guaranty shall be governed by and
construed and enforced in accordance with federal law and the law of the State
of New Jersey. Jurisdiction and venue for any action or proceeding to enforce
this Guaranty shall be the forum appropriate for such action or proceeding
against Borrower, to which jurisdiction Guarantor irrevocably submits and to
which venue Guarantor waives to the fullest extent permitted by law any defense
asserting an inconvenient forum in connection therewith. It is provided,
however, that if Guarantor owns property in another state, notwithstanding that
the forum for enforcement action is elsewhere, Bank may commence a collection
proceeding in any state in which Guarantor owns property for the purpose of
enforcing provisional remedies against such property. Service of process by Bank
in connection with such action or proceeding shall be binding on Guarantor if
sent to Guarantor by registered or certified mail at its address specified
below.

     25. Arbitration and Waiver of Jury Trial.

          (a) This paragraph concerns the resolution of any controversies or
     claims between the parties, whether arising in contract, tort or by
     statute, including but not limited to controversies or claims that arise
     out of or relate to: (i) this agreement (including any renewals, extensions
     or modifications); or (ii) any document related to this agreement
     (collectively a "Claim"). For the purposes of this arbitration provision
     only, the term "parties" shall include any parent corporation, subsidiary
     or affiliate of the Bank involved in the servicing, management or
     administration of any obligation described or evidenced by this agreement.

          (b) At the request of any party to this agreement, any Claim shall be
     resolved by binding arbitration in accordance with the Federal Arbitration
     Act (Title 9, U. S. Code) (the "Act"). The Act will apply even though this
     agreement provides that it is governed by the law of a specified state.

          (c) Arbitration proceedings will be determined in accordance with the
     Act, the applicable rules and procedures for the arbitration of disputes of
     JAMS or any successor thereof ("JAMS"), and the terms of this paragraph. In
     the event of any inconsistency, the terms of this paragraph shall control.

          (d) The arbitration shall be administered by JAMS and conducted,
     unless otherwise required by law, in any U. S. state where real or tangible
     personal property collateral for this credit is located or if there is no
     such collateral, in the state specified in the governing law section of
     this agreement. All Claims shall be determined by one arbitrator; however,
     if Claims exceed $5,000,000, upon the request of any party, the Claims
     shall be decided by three arbitrators. All arbitration hearings shall
     commence within 90 days of the demand for arbitration and close within 90
     days of commencement and the award of the arbitrator(s) shall be issued
     within 30 days of the close of the hearing. However, the arbitrator(s),
     upon a showing of good cause, may extend the commencement of the hearing
     for up to an additional 60 days. The arbitrator(s) shall provide a concise
     written statement of reasons for the award. The arbitration award may be
     submitted to any court having jurisdiction to be confirmed, judgment
     entered and enforced.

                                       -6-
<PAGE>

          (e) The arbitrator(s) will have the authority to decide whether any
     Claim is barred by the statute of limitations and, if so, to dismiss the
     arbitration on that basis. For purposes of the application of the statute
     of limitations, the service on JAMS under applicable JAMS rules of a notice
     of Claim is the equivalent of the filing of a lawsuit. Any dispute
     concerning this arbitration provision or whether a Claim is arbitrable
     shall be determined by the arbitrator(s). The arbitrator(s) shall have the
     power to award legal fees pursuant to the terms of this agreement.

          (f) This paragraph does not limit the right of any party to: (i)
     exercise self-help remedies, such as but not limited to, setoff; (ii)
     initiate judicial or non-judicial foreclosure against any real or personal
     property collateral; (iii) exercise any judicial or power of sale rights,
     or (iv) act in a court of law to obtain an interim remedy, such as but not
     limited to, injunctive relief, writ of possession or appointment of a
     receiver, or additional or supplementary remedies.

          (g) The filing of a court action is not intended to constitute a
     waiver of the right of any party, including the suing party, thereafter to
     require submittal of the Claim to arbitration.

          (h) BY AGREEING TO BINDING ARBITRATION, THE PARTIES IRREVOCABLY AND
     VOLUNTARILY WAIVE TO THE EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT THEY
     MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM. FURTHERMORE, WITHOUT
     INTENDING IN ANY WAY TO LIMIT THIS AGREEMENT TO ARBITRATE, TO THE EXTENT
     ANY CLAIM IS NOT ARBITRATED, THE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE
     ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF SUCH CLAIM. THIS
     PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS
     AGREEMENT.

     26. FINAL AGREEMENT. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND
AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE FINAL AGREEMENT BETWEEN PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF, (B) THIS DOCUMENT SUPERSEDES ANY
COMMITMENT LETTER, TERM SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS
RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM
SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO
THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES,
AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.


     Executed this 1st day of August, 2005.


                                                  /s/ Gary Berman
                                                  --------------------
                                                  Gary Berman


                                       -7-
<PAGE>

Address for notices to Bank:
Business Credit Services-Documentation & Servicing
Premier Banking/Small Business Banking
West Seneca-Credit Service
Attn: Credit Service
Facsimile: 716 656-2517


Address for notices to Guarantor:
Gary Berman
4 Hillcrest Avenue
West Orange, New Jersey 07052
Facsimile:



























                                       -8-
<PAGE>

BANK OF AMERICA


                                                  BORROWER: SWK Technologies

                                                  GUARANTOR: Trey Resource Inc


                      CONTINUING AND UNCONDITIONAL GUARANTY


To: Bank of America, N.A.

     1. The Guaranty. For valuable consideration, the undersigned ("Guarantor")
hereby unconditionally guarantees and promises to pay promptly to Bank of
America, N.A., its subsidiaries and affiliates (collectively, "Bank"), or order,
in lawful money of the United States, any and all Indebtedness of SWK
Technologies ("Borrower") to Bank when due, whether at stated maturity, upon
acceleration or otherwise, and at all times thereafter. The liability of
Guarantor under this Guaranty is not limited as to the principal amount of the
Indebtedness guaranteed and includes, without limitation, liability for all
interest, fees, indemnities (including, without limitation, hazardous waste
indemnities), and other costs and expenses relating to or arising out of the
Indebtedness and for all swap, option, or forward obligations now or hereafter
owing from Borrower to Bank. The liability of Guarantor is continuing and
relates to any Indebtedness, including that arising under successive
transactions which shall either continue the Indebtedness or from time to time
renew it after it has been satisfied. This Guaranty is cumulative and does not
supersede any other outstanding guaranties, and the liability of_Guarantor under
this. Guaranty is exclusive of Guarantor's liability under any other guaranties
signed by Guarantor. If multiple individuals or entities sign this Guaranty,
their obligations under this Guaranty shall be joint and several. Guarantor's
liability hereunder shall not exceed at any one time the largest amount during
the period commencing with Guarantor's execution of this Guaranty and thereafter
that would not render Guarantor's obligations hereunder subject to avoidance
under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any
comparable provisions of any applicable state law.

     2. Definitions.

          (a) "Borrower" shall mean the individual or the entity named in
     Paragraph 1 of this Guaranty and, if more than one, then any one or more of
     them.

          (b) "Guarantor" shall mean the individual or the entity signing this
     Guaranty and, if more than one, then any one or more of them.

          (c) "Indebtedness" shall mean any and all debts, liabilities, and
     obligations of Borrower to Bank, now or hereafter existing, whether
     voluntary or involuntary and however arising, whether direct or indirect or
     acquired by Bank by assignment, succession, or otherwise, whether due or
     not due, absolute or contingent, liquidated or unliquidated, determined or
     undetermined, held or to be held by Bank for its own account or as agent
     for another or others, whether Borrower may be liable individually or
     jointly with others, whether recovery upon such debts, liabilities, and
     obligations may be or hereafter become barred by any statute of
     limitations, and whether such debts, liabilities, and obligations may be or
     hereafter become otherwise unenforceable. Indebtedness includes, without
     limitation, any and all obligations of Borrower to Bank for reasonable
     attorneys' fees and all other costs and expenses incurred by Bank in the
     collection or enforcement of any debts, liabilities, and obligations of
     Borrower to Bank. Indebtedness also includes, without limitation, all
     obligations of Borrower arising under any interest rate, credit, commodity
     or equity swap, cap, floor, collar, forward foreign exchange transaction,
     currency swap, cross currency rate swap, currency option, securities puts,
     calls, collars, options or forwards or any combination of, or option with
     respect to, these or similar transactions now or hereafter entered into
     between Borrower and Bank.

                                       -1-
<PAGE>

          (d) "Loan Documents" shall mean loan agreements between Borrower and
     Bank, promissory notes from Borrower in favor of Bank, and ail other
     agreements, documents, and instruments evidencing any of the Indebtedness,
     and deeds of trust, mortgages, security agreements, and other agreements,
     documents, and instruments executed by Borrower in connection with such
     loan agreements, promissory notes, and other agreements, documents, and
     instruments evidencing any of the Indebtedness, all as now in effect and as
     hereafter amended, restated, renewed, or superseded.

     3. Obliqations Independent. The obligations hereunder are independent of
the obligations of Borrower or any other guarantor, and a separate action or
actions may be brought and prosecuted against Guarantor whether action is
brought against Borrower or any other guarantor or whether Borrower or any other
guarantor be joined in any such action or actions. Anyone executing this
Guaranty shall be bound by its terms without regard to execution by anyone else.

     4. Riqhts of Bank. Guarantor authorizes Bank, without notice or demand and
without affecting its liability hereunder, from time to time to:

          (a) renew, compromise, extend, accelerate, or otherwise change the
     time for payment, or otherwise change the terms, of the Indebtedness or any
     part thereof, including increase or decrease of the rate of interest
     thereon, or otherwise change the terms of any Loan Documents;

          (b) receive and hold security for the payment of this Guaranty or any
     Indebtedness and exchange, enforce, waive, release, fail to perfect, sell,
     or otherwise dispose of any such security;

          (c) apply such security and direct the order or manner of sale thereof
     as Bank in its discretion may determine;

          (d) release or substitute any Guarantor or any one or more of any
     endorsers or other guarantors of any of the Indebtedness; and

          (e) permit the Indebtedness to exceed Guarantor's liability under this
     Guaranty, and Guarantor agrees that any amounts received by Bank from any
     source other than Guarantor shall be deemed to be applied first to any
     portion of the Indebtedness not guaranteed by Guarantor.

     5. Guaranty to be Absolute. Guarantor agrees that until the Indebtedness
has been paid in full and any commitments of Bank or facilities provided by Bank
with respect to the Indebtedness have been terminated, Guarantor shall not be
released by or because of the taking, or failure to take, any action that might
in any manner or to any extent vary the risks of Guarantor under this Guaranty
or that, but for this paragraph, might discharge or otherwise reduce, limit, or
modify Guarantor's obligations under this Guaranty. Guarantor waives and
surrenders any defense to any liability under this Guaranty based upon any such
action, including but not limited to any action of Bank described in the
immediately preceding paragraph of this Guaranty. It is the express intent of
Guarantor that Guarantor's obligations under this Guaranty are and shall be
absolute and unconditional.

     6. Guarantor's Waivers of Certain Rights and Certain Defenses. Guarantor
waives:

          (a) any right to require Bank to proceed against Borrower, proceed
     against or exhaust any security for the Indebtedness, or pursue any other
     remedy in Bank's power whatsoever;

          (b) any defense arising by reason of any disability or other defense
     of Borrower, or the cessation from any cause whatsoever of the liability of
     Borrower;

          (c) any defense based on any claim that Guarantor's obligations exceed
     or are more burdensome than those of Borrower; and (d) the benefit of any
     statute of limitations affecting Guarantor's liability hereunder.

No provision or waiver in this Guaranty shall be construed as limiting the
generality of any other waiver contained in this Guaranty.

     7. Waiver of Subrogation. Until the Indebtedness has been paid in full and
any commitments of Bank or facilities provided by Bank with respect to the
Indebtedness have been terminated, even though the Indebtedness may be

                                       -2-
<PAGE>

in excess of Guarantor's liability hereunder, Guarantor waives to the extent
permitted by applicable law any right of subrogation, reimbursement,
indemnification, and contribution (contractual, statutory, or otherwise)
including, without limitation, any claim or right of subrogation under the
Bankruptcy Code (Title 11, United States Code) or any successor statute, arising
from the existence or performance of this Guaranty, and Guarantor waives to the
extent permitted by applicable law any right to enforce any remedy that Bank now
has or may hereafter have against Borrower, and waives any benefit of, and any
right to participate in, any security now or hereafter held by Bank.

     8. Waiver of Notices. Guarantor waives all presentments, demands for
performance, notices of nonperformance, protests, notices of protest, notices of
dishonor, notices of intent to accelerate, notices of acceleration, notices of
any suit or any other action against Borrower or any other person, any other
notices to any party liable on any Loan Document (including Guarantor), notices
of acceptance of this Guaranty, notices of the existence, creation, or incurring
of new or additional Indebtedness to which this Guaranty applies or any other
Indebtedness of Borrower to Bank, and notices of any fact that might increase
Guarantor's risk.

     9. Security. To secure all of Guarantor's obligations hereunder, Guarantor
assigns and grants to Bank a security interest in all moneys, securities, and
other property of Guarantor now or hereafter in the possession of Bank, all
deposit accounts of Guarantor maintained with Bank, and all proceeds thereof.
Upon default or breach of any of Guarantor's obligations to Bank, Bank may apply
any deposit account to reduce the Indebtedness, and may foreclose any collateral
as provided in the Uniform Commercial Code and in any security agreements
between Bank and Guarantor.

     10. Subordination. Any obligations of Borrower to Guarantor, now or
hereafter existing, including but not limited to any obligations to Guarantor as
subrogee of Bank or resulting from Guarantor's performance under this Guaranty,
are hereby subordinated to the Indebtedness. In addition to Guarantor's waiver
of any right of subrogation as set forth in this Guaranty with respect to any
obligations of Borrower to Guarantor as subrogee of Bank, Guarantor agrees that,
if Bank so requests, Guarantor shall not demand, take, or receive from Borrower,
by setoff or in any other manner, payment of any other obligations of Borrower
to Guarantor until the Indebtedness has been paid in full and any commitments of
Bank or facilities provided by Bank with respect to the Indebtedness have been
terminated. If any payments are received by Guarantor in violation of such
waiver or agreement, such payments shall be received by Guarantor as trustee for
Bank and shall be paid over to Bank on account of the Indebtedness, but without
reducing or affecting in any manner the liability of Guarantor under the other
provisions of this Guaranty. Any security interest, lien, or other encumbrance
that Guarantor may now or hereafter have on any property of Borrower is hereby
subordinated to any security interest, lien, or other encumbrance that Bank may
have on any such property.

     11. Revocation of Guaranty.

          (a) This Guaranty may be revoked at any time by Guarantor in respect
     to future transactions, unless there is a continuing consideration as to
     such transactions that Guarantor does not renounce. Such revocation shall
     be effective upon actual receipt by Bank, at the address shown below or at
     such other address as may have been provided to Guarantor by Bank, of
     written notice of revocation. Revocation shall not affect any of
     Guarantor's obligations or Bank's rights with respect to transactions
     committed or entered into prior to Bank's receipt of such notice,
     regardless of whether or not the Indebtedness related to such transactions,
     before or after revocation, has been incurred, renewed, compromised,
     extended, accelerated, or otherwise changed as to any of its terms,
     including time for payment or increase or decrease of the rate of interest
     thereon, and regardless of any other act or omission of Bank authorized
     hereunder. Revocation by Guarantor shall not affect any obligations of any
     other guarantor.

          (b) In the event of the death of a Guarantor, the liability of the
     estate of the deceased Guarantor shall continue in full force and effect as
     to (i) the indebtedness existing at the date of death, and any renewals or
     extensions thereof, and (ii) loans or advances made to or for the account
     of Borrower after the date of the death of the deceased Guarantor pursuant
     to a commitment made by Bank to Borrower prior to the date of such death.
     As to all surviving Guarantors, this Guaranty shall continue in full force
     and effect after the death of a Guarantor, not only as to the Indebtedness
     existing at that time, but also as to the Indebtedness thereafter incurred
     by Borrower to Bank.

          (c) Guarantor acknowledges and agrees that this Guaranty may be
     revoked only in accordance with the foregoing provisions of this paragraph
     and shall not be revoked simply as a result of any change in name,
     location, or composition or structure of Borrower, the dissolution of
     Borrower, or the termination, increase, decrease, or other change of any
     personnel or owners of Borrower.

                                       -3-
<PAGE>

     12. Reinstatement of Guaranty. If this Guaranty is revoked, returned, or
canceled, and subsequently any payment or transfer of any interest in property
by Borrower to Bank is rescinded or must be returned by Bank to Borrower, this
Guaranty shall be reinstated with respect to any such payment or transfer,
regardless of any such prior revocation, return, or cancellation.

     13. Stay of Acceleration. In the event that acceleration of the time for
payment of any of the Indebtedness is stayed upon the insolvency, bankruptcy, or
reorganization of Borrower or otherwise, all such Indebtedness guaranteed by
Guarantor shall nonetheless be payable by Guarantor immediately if requested by
Bank.

     14. No Setoff or Deductions; Taxes.

          (a) Guarantor represents and warrants that it is organized and
     resident in the United States of America. All payments by Guarantor
     hereunder shall be paid in full, without setoff or counterclaim or any
     deduction or withholding whatsoever, including, without limitation, for any
     and all present and future taxes. If Guarantor must make a payment under
     this Guaranty, Guarantor represents and warrants that it will make the
     payment from one of its U.S. resident offices to Bank so that no
     withholding tax is imposed on the payment. Notwithstanding the foregoing,
     if Guarantor makes a payment under this Guaranty to which withholding tax
     applies or if any taxes (other than taxes on net income (i) imposed by the
     country or any subdivision of the country in which Bank's principal office
     or actual lending office is located and (ii) measured by the United States
     taxable income Bank would have received if all payments under or in respect
     of this Guaranty were exempt from taxes levied by Guarantor's country) are
     at any time imposed on any payments under or in respect of this Guaranty
     including, but not limited to, payments made pursuant to this paragraph,
     Guarantor shall pay all such taxes to the relevant authority in accordance
     with applicable law such that Bank receives the sum it would have received
     had no such deduction or withholding been made (or, if Guarantor cannot
     legally comply with the foregoing, Guarantor shall pay to Bank such
     additional amounts as will result in Bank receiving the sum it would have
     received had no such deduction or withholding been made). Further,
     Guarantor shall also pay to Bank, on demand, all additional amounts that
     Bank specifies as necessary to preserve the after-tax yield Bank would have
     received if such taxes had not been imposed.

          (b) Guarantor shall promptly provide Bank with an original receipt or
     certified copy issued by the relevant authority evidencing the payment of
     any such amount required to be deducted or withheld.

     15. information Relatinq to Borrower. Guarantor acknowledges and agrees
that it shall have the sole responsibility for, and has adequate means of,
obtaining from Borrower such information concerning Borrower's financial
condition or business operations as Guarantor may require, and that Bank has no
duty, and Guarantor is not relying on Bank, at any time to disclose to Guarantor
any information relating to the business operations or financial condition of
Borrower.

     16. Borrower's Authorization. Where Borrower is a corporation, partnership,
or limited liability company, it is not necessary for Bank to inquire into the
powers of Borrower or of the officers, directors, partners, members, managers,
or agents acting or purporting to act on its behalf, and any Indebtedness made
or created in reliance upon the professed exercise of such powers shall be
guaranteed hereunder, subject to any limitations on Guarantor's liability set
forth herein.

     17. Information Relating to Guarantor. Guarantor authorizes Bank to verify
or check any information given by Guarantor to Bank, check Guarantor's credit
references, verify employment, and obtain credit reports. Guarantor acknowledges
and agrees that the authorizations provided in this paragraph apply to any
individual general partner of Guarantor and to Guarantor's spouse and any such
general partner's spouse if Guarantor or such general partner is married and
lives in a community property state.

     18. Chanqe of Status. Any Guarantor that is a business entity shaft not
enter into any consolidation, merger, or other combination unless Guarantor is
the surviving business entity. Further, Guarantor shall not change its legal
structure unless (a) Guarantor obtains the prior written consent of Bank and (b)
all Guarantor's obligations under this Guaranty are assumed by the new business
entity.

     19. Remedies. if Guarantor fails to fulfill its duty to pay all
Indebtedness guaranteed hereunder, Bank shall have all of the remedies of a
creditor and, to the extent applicable, of a secured party, under all applicable
law. Without limiting the foregoing, Bank may, at its option and without notice
or demand:

                                       -4-
<PAGE>

          (a) declare any Indebtedness due and payable at once;

          (b) take possession of any collateral pledged by Borrower or
     Guarantor, wherever located, and sell, resell, assign, transfer, and
     deliver all or any part of the collateral at any public or private sale or
     otherwise dispose of any or all of the collateral in its then condition,
     for cash or on credit or for future delivery, and in connection therewith
     Bank may impose reasonable conditions upon any such sale. Further, Bank,
     unless prohibited by law the provisions of which cannot be waived, may
     purchase all or any part of the collateral to be sold, free from and
     discharged of all trusts, claims, rights of redemption and equities of
     Borrower or Guarantor whatsoever. Guarantor acknowledges and agrees that
     the sale of any collateral through any nationally recognized broker-dealer,
     investment banker, or any other method common in the securities industry
     shall be deemed a commercially reasonable sale under the Uniform Commercial
     Code or any other equivalent statute or federal law, and expressly waives
     notice thereof except as provided herein; and

          (c) set off against any or all liabilities of Guarantor all money owed
     by Bank or any of its agents or affiliates in any capacity to Guarantor,
     whether or not due, and also set off against all other liabilities of
     Guarantor to Bank all money owed by Bank in any capacity to Guarantor. If
     exercised by Bank, Bank shall be deemed to have exercised such right of
     setoff and to have made a charge against any such money immediately upon
     the occurrence of such default although made or entered on the books
     subsequent thereto.

     20. Notices. All notices required under this Guaranty shall be personally
delivered or sent by first class mail, postage prepaid, or by overnight courier,
to the addresses on the signature page of this Guaranty, or sent by facsimile to
the fax numbers listed on the signature page, or to such other addresses as Bank
and Guarantor may specify from time to time in writing. Notices sent by (a)
first class mail shall be deemed delivered on the earlier of actual receipt or
on the fourth business day after deposit in the U.S. mail, postage prepaid, (b)
overnight courier shall be deemed delivered on the next business day, and (c)
telecopy shall be deemed delivered when transmitted.

     21. Successors and Assiqns. This Guaranty (a) binds Guarantor and
Guarantor's executors, administrators, successors, and assigns, provided that
Guarantor may not assign its rights or obligations under this Guaranty without
the prior written consent of Bank, and (b) inures to the benefit of Bank and
Bank's indorsees, successors, and assigns. Bank may, without notice to Guarantor
and without affecting Guarantor's obligations hereunder, sell, assign, grant
participations in, or otherwise transfer to any other person, firm, or
corporation the Indebtedness and this Guaranty, in whole or in part. Guarantor
agrees that Bank may disclose to any assignee or purchaser, or any prospective
assignee or purchaser, of all or part of the Indebtedness any and all
information in Bank's possession concerning Guarantor, this Guaranty, and any
security for this Guaranty.

     22. Amendments, Waivers, and Severability. No provision of this Guaranty
may be amended or waived except in writing. No failure by Bank to exercise, and
no delay in exercising, any of its rights, remedies, or powers shall operate as
a waiver thereof, and no single or partial exercise of any such right, remedy,
or power shall preclude any other or further exercise thereof or the exercise of
any other right, remedy, or power. The unenforceability or invalidity of any
provision of this Guaranty shall not affect the enforceability or validity of
any other provision of this Guaranty.

     23. Costs and Expenses. Guarantor agrees to pay all reasonable attorneys'
fees, including allocated costs of Bank's in-house counsel to the extent
permitted by applicable law, and all other costs and expenses that may be
incurred by Bank (a) in the enforcement of this Guaranty or (b) in the
preservation, protection, or enforcement of any rights of Bank in any case
commenced by or against Guarantor or Borrower under the Bankruptcy Code (Title
11, United States Code) or any similar or successor statute.

     24. Governing Law and Jurisdiction. This Guaranty shall be governed by and
construed and enforced in accordance with federal law and the law of the State
of New Jersey. Jurisdiction and venue for any action or proceeding to enforce
this Guaranty shall be the forum appropriate for such action or proceeding
against Borrower, to which jurisdiction Guarantor irrevocably submits and to
which venue Guarantor waives to the fullest extent permitted by law any defense
asserting an inconvenient forum in connection therewith. It is provided,
however, that if Guarantor owns property in another state, notwithstanding that
the forum for enforcement action is elsewhere, Bank may commence a collection
proceeding in any state in which Guarantor owns property for the purpose of
enforcing provisional remedies against such property. Service of process by Bank
in connection with such action or proceeding shall be binding on Guarantor if
sent to Guarantor by registered or certified mail at its address specified
below.

     25. Arbitration and Waiver of Jury Trial.

                                       -5-
<PAGE>

          (a) This paragraph concerns the resolution of any controversies or
     claims between the parties, whether arising in contract, tort or by
     statute, including but not limited to controversies or claims that arise
     out of or relate to: (i) this agreement (including any renewals, extensions
     or modifications); or (ii) any document related to this agreement
     (collectively a "Claim"). For the purposes of this arbitration provision
     only, the term "parties" shall include any parent corporation, subsidiary
     or affiliate of the Bank involved in the servicing, management or
     administration of any obligation described or evidenced by this agreement.

          (b) At the request of any party to this agreement, any Claim shall be
     resolved by binding arbitration in accordance with the Federal Arbitration
     Act (Title 9, U. S. Code) (the "Act"). The Act will apply even though this
     agreement provides that it is governed by the law of a specified state.

          (c) Arbitration proceedings will be determined in accordance with the
     Act, the applicable rules and procedures for the arbitration of disputes of
     JAMS or any successor thereof ("JAMS"), and the terms of this paragraph. In
     the event of any inconsistency, the terms of this paragraph shall control.

          (d) The arbitration shall be administered by JAMS and conducted,
     unless otherwise required by law, in any U. S. state where real or tangible
     personal property collateral for this credit is located or if there is no
     such collateral, in the state specified in the governing law section of
     this agreement. All Claims shall be determined by one arbitrator; however,
     if Claims exceed $5,000,000, upon the request of any party, the Claims
     shall be decided by three arbitrators. All arbitration hearings shall
     commence within 90 days of the demand for arbitration and close within 90
     days of commencement and the award of the arbitrator(s) shall be issued
     within 30 days of the close of the hearing. However, the arbitrator(s),
     upon a showing of good cause, may extend the commencement of the hearing
     for up to an additional 60 days. The arbitrator(s) shall provide a concise
     written statement of reasons for the award. The arbitration award may be
     submitted to any court having jurisdiction to be confirmed, judgment
     entered and enforced.

          (e) The arbitrator(s) will have the authority to decide whether any
     Claim is barred by the statute of limitations and, if so, to dismiss the
     arbitration on that basis. For purposes of the application of the statute
     of limitations, the service on JAMS under applicable JAMS rules of a notice
     of Claim is the equivalent of the filing of a lawsuit. Any dispute
     concerning this arbitration provision or whether a Claim is arbitrable
     shall be determined by the arbitrator(s). The arbitrator(s) shall have the
     power to award legal fees pursuant to the terms of this agreement.

          (f) This paragraph does not limit the right of any party to: (i)
     exercise self-help remedies, such as but not limited to, setoff; (ii)
     initiate judicial or non-judicial foreclosure against any real or personal
     property collateral; (iii) exercise any judicial or power of sale rights,
     or (iv) act in a court of law to obtain an interim remedy, such as but not
     limited to, injunctive relief, writ of possession or appointment of a
     receiver, or additional or supplementary remedies.

          (g) The filing of a court action is not intended to constitute a
     waiver of the right of any party, including the suing party, thereafter to
     require submittal of the Claim to arbitration.

          (h) BY AGREEING TO BINDING ARBITRATION, THE PARTIES IRREVOCABLY AND
     VOLUNTARILY WAIVE TO THE EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT THEY
     MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM. FURTHERMORE, WITHOUT
     INTENDING IN ANY WAY TO LIMIT THIS AGREEMENT TO ARBITRATE, TO THE EXTENT
     ANY CLAIM IS NOT ARBITRATED, THE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE
     ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF SUCH CLAIM. THIS
     PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS
     AGREEMENT.

     26. FINAL AGREEMENT. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND
AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE FINAL AGREEMENT BETWEEN PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF, (B) THIS DOCUMENT SUPERSEDES ANY
COMMITMENT LETTER, TERM SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS
RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM
SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO
THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES,
AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.

                                       -6-
<PAGE>

     Executed this 1st day of August, 2005.

                                              Trey Resource Inc

                                              By: /s/ Mark Meiler
                                                  -------------------
                                                  Mark Meiler, CEO



Address for notices to Bank:
Business Credit Services-Documentation & Servicing
Premier Banking/Small Business Banking
West Seneca-Credit Services
Attn: Credit Service
Facsimile: 716 656-2517


Address for notices to Guarantor:
Trey Resource Inc
750 Highway 34
Matawan, New Jersey 07747
Facsimile:















                                       -7-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>3
<FILENAME>exhibit10-8_14547.txt
<DESCRIPTION>SECURITY AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.8
                                                                    ------------

BANK OF AMERICA

                               SECURITY AGREEMENT
                                 (MULTIPLE USE)


     1. THE SECURITY. The undersigned SWK Technologies (the "Pledgor") hereby
assigns and grants to Bank of America, N.A. (the "Bank") a security interest in
the following described property now owned or hereafter acquired by the Pledgor
("Collateral"):

          (a) All accounts, contract rights, chattel paper, instruments, deposit
     accounts, letter of credit rights, payment intangibles and general
     intangibles, including all amounts due to the Pledgor from a factor; rights
     to payment of money from the Bank under any Swap Contract (as defined in
     Paragraph 2 below); and all returned or repossessed goods which, on sale or
     lease, resulted in an account or chattel paper.

          (b) All inventory, including all materials, work in process and
     finished goods.

          (c) All machinery, furniture, fixtures and other equipment of every
     type now owned or hereafter acquired by the Pledgor, (including, but not
     limited to, the equipment described in the attached Equipment Description,
     if any).

          (d) All negotiable and nonnegotiable documents of title covering any
     Collateral.

          (e) All accessions, attachments and other additions to the Collateral,
     and all tools, parts and equipment used in connection with the Collateral.

          (f) All substitutes or replacements for any Collateral, all cash or
     non-cash proceeds, product, rents and profits of any Collateral, all
     income, benefits and property receivable on account of the Collateral, all
     rights under warranties and insurance contracts, letters of credit,
     guaranties or other supporting obligations covering the Collateral, and any
     causes of action relating to the Collateral.

          (g) All books and records pertaining to any Collateral, including but
     not limited to any computer-readable memory and any computer hardware or
     software necessary to process such memory ("Books and Records").

     2. THE INDEBTEDNESS. The Collateral secures and will secure all
Indebtedness of the Pledgor to the Bank. Each party obligated under any
Indebtedness is referred to in this Agreement as a "Debtor." "Indebtedness"
means all debts, obligations or liabilities now or hereafter existing, absolute
or contingent of the Debtor or any one or more of them to the Bank, whether
voluntary or involuntary, whether due or not due, or whether incurred directly
or indirectly or acquired by the Bank by assignment or otherwise. Indebtedness
shall include, without limitation, all obligations of the Debtor arising under
ANY Swap Contract. "Swap Contract' means any interest rate, credit, commodity or
equity swap, cap, floor, collar, forward foreign exchange transaction, currency
swap, cross currency rate swap, currency option, securities puts, calls,
collars, options or forwards or any combination of, or option with respect to,
these or similar transactions now or hereafter entered into between the Debtor
and the Bank.

     3. PLEDGOR'S COVENANTS. The Pledgor represents, covenants and warrants that
unless compliance is waived by the Bank in writing:

          (a) The Pledgor will properly preserve the Collateral; defend the
     Collateral against any adverse claims and demands; and keep accurate Books
     and Records.

          (b) The Pledgor resides (if the Pledgor is an individual), or the
     Pledgor's chief executive office (if the Pledgor is not an individual) is
     located, in the state specified on the signature page hereof. In addition,
     the Pledgor (if not an individual or other unregistered entity), is
     incorporated in or organized under the laws of the

                                       -1-
<PAGE>

     state specified on such signature page. The Pledgor shall give the Bank at
     least thirty (30) days notice before changing its residence or its chief
     executive office or state of incorporation or organization. The Pledgor
     will notify the Bank in writing prior to any change in the location of any
     Collateral, including the Books and Records.

          (c) The Pledgor will notify the Bank in writing prior to any change in
     the Pledgor's name, identity or business structure.

          (d) Unless otherwise agreed, the Pledgor has not granted and will not
     grant any security interest in any of the Collateral except to the Bank,
     and will keep the Collateral free of all liens, claims, security interests
     and encumbrances of any kind or nature except the security interest of the
     Bank.

          (e) The Pledgor will promptly notify the Bank in writing of any event
     which affects the value of the Collateral, the ability of the Pledgor or
     the Bank to dispose of the Collateral, or the rights and remedies of the
     Bank in relation thereto, including, but not limited to, the levy of any
     legal process against any Collateral and the adoption of any marketing
     order, arrangement or procedure affecting the Collateral, whether
     governmental or otherwise.

          (f) The Pledgor shall pay all costs necessary to preserve, defend,
     enforce and collect the Collateral, including but not limited to taxes,
     assessments, insurance premiums, repairs, rent, storage costs and expenses
     of sales, and any costs to perfect the Bank's security interest
     (collectively, the "Collateral Costs"). Without waiving the Pledgor's
     default for failure to make any such payment, the Bank at its option may
     pay any such Collateral Costs, and discharge encumbrances on the
     Collateral, and such Collateral Costs payments shall be a part of the
     Indebtedness and bear interest at the rate set out in the Indebtedness. The
     Pledgor agrees to reimburse the Bank on demand for any Collateral Costs so
     incurred.

          (g) Until the Bank exercises its rights to make collection, the
     Pledgor will diligently collect all Collateral.

          (h) If any Collateral is or becomes the subject of any registration
     certificate, certificate of deposit or negotiable document of title,
     including any warehouse receipt or bill of fading, the Pledgor shall
     immediately deliver such document to the Bank, together with any necessary
     endorsements.

          (i) The Pledgor will not sell, lease, agree to sell or lease, or
     otherwise dispose of any Collateral except with the prior written consent
     of the Bank; provided, however, that the Pledgor may sell inventory in the
     ordinary course of business.

          (j) The Pledgor will maintain and keep in force insurance covering the
     Collateral against fire and extended coverages, to the extent that any
     Collateral is of a type which can be so insured. Such insurance shall
     require losses to be paid on a replacement cost basis, be issued by
     insurance companies acceptable to the Bank and include a loss payable
     endorsement in favor of the Bank in a form acceptable to the Bank. Upon the
     request of the Bank, the Pledgor will deliver to the bank a copy of each
     insurance policy, or, if permitted by the Bank, a certificate of insurance
     listing all insurance in force.

          (k) The Pledgor will not attach any Collateral to any real property or
     fixture in a manner which might cause such Collateral to become a part
     thereof unless the Pledgor first obtains the written consent of any owner,
     holder of any lien on the real property or fixture, or other person having
     an interest in such property to the removal by the Bank of the Collateral
     from such real property or fixture. Such written consent shall be in form
     and substance acceptable to the Bank and shall provide that the Bank has no
     liability to such owner, holder of any lien, or any other person.

     4. ADDITIONAL OPTIONAL REQUIREMENTS. The Pledgor agrees that the Bank may
at its option at any time, whether or not the Pledgor is in default:

          (a) Require the Pledgor to deliver to the Bank (i) copies of or
     extracts from the Books and Records, and (ii) information on any contracts
     or other matters affecting the Collateral.

                                       -2-
<PAGE>

          (b) Examine the Collateral, including the Books and Records, and make
     copies of or extracts from the Books and Records, and for such purposes
     enter at any reasonable time upon the property where any Collateral or any
     Books and Records are located.

          (c) Require the Pledgor to deliver to the Bank any instruments,
     chattel paper or letters of credit which are part of the Collateral, and to
     assign to the Bank the proceeds of any such letters of credit.

          (d) Notify any account debtors, any buyers of the Collateral, or any
     other persons of the Bank's interest in the Collateral.

     5. DEFAULTS. Any one or more of the following shall be a default hereunder:

          (a) Any Indebtedness is not paid when due, or any default occurs under
     any agreement relating to the Indebtedness, after giving effect to any
     applicable grace or cure periods.

          (b) The Pledgor breaches any term, provision, warranty or
     representation under this Agreement, or under any other obligation of the
     Pledgor to the Bank, and such breach remains uncured after any applicable
     cure period.

          (c) The Bank fails to have an enforceable first lien (except for any
     prior liens to which the Bank has consented in writing) on or security
     interest in the Collateral.

          (d) Any custodian, receiver or trustee is appointed to take
     possession, custody or control of all or a substantial portion of the
     property of the Pledgor or of any guarantor or other party obligated under
     any Indebtedness.

          (e) The Pledgor or any guarantor or other party obligated under any
     Indebtedness becomes insolvent, or is generally not paying or admits in
     writing its inability to pay its debts as they become due, fails in
     business, makes a general assignment for the benefit of creditors, dies, or
     commences any case, proceeding or other action under any bankruptcy or
     other law for the relief of, or relating to, debtors.

          (f) Any case, proceeding or other action is commenced against the
     Pledgor or any guarantor or other party obligated under any Indebtedness
     under any bankruptcy or other law for the relief of, or relating to,
     debtors.

          (g) Any involuntary lien of any kind or character attaches to any
     Collateral, except for liens for taxes not yet due.

          (h) The Pledgor has given the Bank any false or misleading information
     or representations.

     6. BANK'S REMEDIES AFTER DEFAULT. In the event of any default, the Bank may
do any one or more of the following:

          (a) Declare any Indebtedness immediately due and payable, without
     notice or demand.

          (b) Enforce the security interest given hereunder pursuant to the
     Uniform Commercial Code and any other applicable law.

          (c) Enforce the security interest of the Bank in any deposit account
     of the Pledgor maintained with the Bank by applying such account to the
     Indebtedness.

          (d) Require the Pledger to obtain the Bank's prior written consent to
     any sale, lease, agreement to sell or lease, or other disposition of any
     Collateral consisting of inventory.

          (e) Require the Pledgor to segregate all collections and proceeds of
     the Collateral so that they are capable of identification and deliver daily
     such collections and proceeds to the Bank in kind.

          (f) Require the Pledgor to direct all account debtors to forward all
     payments and proceeds of the Collateral to a post office box under the
     Bank's exclusive control.

                                       -3-
<PAGE>

          (g) Require the Pledgor to assemble the Collateral, including the
     Books and Records, and make them available to the Bank at a place
     designated by the Bank.

          (h) Enter upon the property where any Collateral, including any Books
     and Records, are located and take possession of such Collateral and such
     Books and Records, and use such property (including any buildings and
     facilities) and any of the Pledgor's equipment, if the Bank deems such use
     necessary or advisable in order to take possession of, hold, preserve,
     process, assemble, prepare for sale or lease, market for sale or lease,
     sell or lease, or otherwise dispose of, any Collateral.

          (i) Demand and collect any payments on and proceeds of the Collateral.
     In connection therewith the Pledgor irrevocably authorizes the Bank to
     endorse or sign the Pledgor's name on all checks, drafts, collections,
     receipts and other documents, and to take possession of and open the mail
     addressed to the Pledgor and remove therefrom any payments and proceeds of
     the Collateral.

          (j) Grant extensions and compromise or settle claims with respect to
     the Collateral for less than face value, all without prior notice to the
     Pledgor.

          (k) Use or transfer any of the Pledgor's rights and interests in any
     Intellectual Property now owned or hereafter acquired by the Pledgor, if
     the Bank deems such use or transfer necessary or advisable in order to take
     possession of, hold, preserve, process, assemble, prepare for sale or
     lease, market for sale or lease, sell or lease, or otherwise dispose of,
     any Collateral. The Pledgor agrees that any such use or transfer shall be
     without any additional consideration to the Pledgor. As used in this
     paragraph, "Intellectual Property" includes, but is not limited to, all
     trade secrets, computer software, service marks, trademarks, trade names,
     trade styles, copyrights, patents, applications for any of the foregoing,
     customer lists, working drawings, instructional manuals, and rights in
     processes for technical manufacturing, packaging and labeling, in which the
     Pledgor has any right or interest, whether by ownership, license, contract
     or otherwise.

          (l) Have a receiver appointed by any court of competent jurisdiction
     to take possession of the Collateral. The Pledgor hereby consents to the
     appointment of such a receiver and agrees not to oppose any such
     appointment.

          (m) Take such measures as the Bank may deem necessary or advisable to
     take possession of, hold, preserve, process, assemble, insure, prepare for
     sale or lease, market for sale or lease, sell or lease, or otherwise
     dispose of, any Collateral, and the Pledgor hereby irrevocably constitutes
     and appoints the Bank as the Pledgor's attorney-in-fact to perform all acts
     and execute all documents in connection therewith.

          (n) Without notice or demand to the Pledgor, set off and apply against
     any and all of the Indebtedness any and all deposits (general or special,
     time or demand, provisional or final) and any other indebtedness, at any
     time held or owing by the Bank or any of the Bank's agents or affiliates to
     or for the credit of the account of the Pledgor or any guarantor or
     endorser of the Pledgor's Indebtedness.

          (o) Exercise any other remedies available to the Bank at law or in
     equity.

     7. PLEDGOR NOT A DEBTOR. If any Pledgor is not a Debtor under some or all
of the Indebtedness:

          (a) The Pledgor authorizes the Bank, from time to time, without
     affecting the Pledgor's obligations under this Agreement, to enter into an
     agreement with the Debtor to change the interest rate on or renew the
     Indebtedness; accelerate, extend, compromise, or otherwise change the
     repayment terms or any other terms of the Indebtedness; receive and hold,
     exchange, enforce, waive, fail to perfect, substitute, or release
     Collateral, including collateral not originally covered by this Agreement;
     sell or apply any Collateral in any order; or release or substitute any
     borrower, guarantor or endorser of the Indebtedness, or other person.

          (b) The Pledgor waives any defense by reason of any Debtor's or any
     other person's defense, disability, or release from liability. The Bank can
     exercise its rights against the Collateral even if any Debtor or any other
     person no longer is liable on the Indebtedness because of a statute of
     limitations or for other reasons.

                                       -4-
<PAGE>

          (c) The Pledgor agrees that it is solely responsible for keeping
     itself informed as to the financial condition of the Debtors and of all
     circumstances which bear upon the risk of nonpayment The Pledgor waives any
     right it may have to require the Bank to disclose to the Pledgor any
     information which the Bank may now or hereafter acquire concerning the
     financial condition of the Debtors.

          (d) The Pledgor waives all rights to notices of default or
     nonperformance by the Debtors. The Pledgor further waives all rights to
     notices of the existence or the creation of new indebtedness by any Debtor
     and all rights to any other notices to any party liable on any of the
     Indebtedness.

          (e) The Pledger represents and warrants to the Bank that it will
     derive benefit, directly and indirectly, from the collective administration
     and availability of credit under the Indebtedness. The Pledgor agrees that
     the Bank will not be required to inquire as to the disposition by any
     Debtor of funds disbursed by the Bank.

          (f) Until all obligations to the Bank under the Indebtedness have been
     paid in full and any commitments of the Bank or facilities provided by the
     Bank with respect to the Indebtedness have been terminated, the Pledgor
     waives any right of subrogation, reimbursement, indemnification and
     contribution (contractual, statutory or otherwise), including without
     limitation, any claim or right of subrogation under the Bankruptcy Code
     (Title 11, United States Code) or any successor statute, which the Pledgor
     may now or hereafter have against any Debtor with respect to the
     Indebtedness. The Pledger waives any right to enforce any remedy which the
     Bank now has or may hereafter have against any Debtor, and waives any
     benefit of, and any right to participate in, any security now or hereafter
     held by the Bank.

          (g) The Pledger waives any right to require the Bank to proceed
     against any Debtor or any other person; proceed against or exhaust any
     security; or pursue any other remedy. Further, the Pledgor consents to the
     taking of, or failure to take, any action which might in any manner or to
     any extent vary the risks of the Pledger under this Agreement or which, but
     for this provision, might operate as a discharge of the Pledgor.

          (h) In the event any amount paid to the Bank on any Indebtedness or
     any interest in property transferred to the Bank as payment on any
     Indebtedness is subsequently recovered from the Bank in or as a result of
     any bankruptcy, insolvency or fraudulent conveyance proceeding, the Pledger
     shall be liable to the Bank for the amounts so recovered up to the fair
     market value of the Collateral whether or not the Collateral has been
     released or the security interest terminated. In the event the Collateral
     has been released or the security interest terminated, the fair market
     value of the Collateral shall be determined, at the Bank's option, as of
     the date the Collateral was released, the security interest terminated, or
     said amounts were recovered.

     8. ARBITRATION AND WAIVER OF JURY TRIAL

          (a) This paragraph concerns the resolution of any controversies or
     claims between the parties, whether arising in contract, tort or by
     statute, including but not limited to controversies or claims that arise
     out of or relate to: (i) this agreement (including any renewals, extensions
     or modifications); or (ii) any document related to this agreement
     (collectively a "Claim"). For the purposes of this arbitration provision
     only, the term "parties" shall include any parent corporation, subsidiary
     or affiliate of the Bank involved in the servicing, management or
     administration of any obligation described or evidenced by this agreement.

          (b) At the request of any party to this agreement, any Claim shall be
     resolved by binding arbitration in accordance with the Federal Arbitration
     Act (Title 9, U. S. Code) (the "Act"). The Act will apply even though this
     agreement provides that it is governed by the law of a specified state.

          (c) Arbitration proceedings will be determined in accordance with the
     Act, the applicable rules and procedures for the arbitration of disputes of
     JAMS or any successor thereof ("JAMS"), and the terms of this paragraph. In
     the event of any inconsistency, the terms of this paragraph shall control.

          (d) The arbitration shall be administered by JAMS and conducted,
     unless otherwise required by law, in any U. S. state where real or tangible
     personal property collateral for this credit is located or if there is no
     such collateral, in the state specified in the governing law section of
     this agreement. All Claims shall be determined by one arbitrator; however,
     if Claims exceed $5,000,000, upon the request of any party, the Claims
     shall be decided by three arbitrators. All arbitration hearings shall
     commence within 90 days of the demand for arbitration and close within 90
     days of commencement and the award of the arbitrator(s) shall be issued
     within 30 days of the close of the hearing. However, the arbitrator(s),
     upon a showing of good cause, may extend the

                                       -5-
<PAGE>

     commencement of the hearing for up to an additional 60 days. The
     arbitrator(s) shall provide a concise written statement of reasons for the
     award. The arbitration award may be submitted to any court having
     jurisdiction to be confirmed, judgment entered and enforced.

          (e) The arbitrator(s) will have the authority to decide whether any
     Claim is barred by the statute of limitations and, if so, to dismiss the
     arbitration on that basis. For purposes of the application of the statute
     of limitations, the service on JAMS under applicable JAMS rules of a notice
     of Claim is the equivalent of the filing of a lawsuit. Any dispute
     concerning this arbitration provision or whether a Claim is arbitrable
     shall be determined by the arbitrator(s). The arbitrator(s) shall have the
     power to award legal fees pursuant to the terms of this agreement.

          (f) This paragraph does not limit the right of any party to: (i)
     exercise self-help remedies, such as but not limited to, setoff; (ii)
     initiate judicial or non judicial foreclosure against any real or personal
     property collateral; (iii) exercise any judicial or power of sale rights,
     or (iv) act in a court of law to obtain an interim remedy, such as but not
     limited to, injunctive relief, writ of possession or appointment of a
     receiver, or additional or supplementary remedies.

          (g) The filing of a court action is not intended to constitute a
     waiver of the right of any party, including the suing party, thereafter to
     require submittal of the Claim to arbitration.

          (h) BY AGREEING TO BINDING ARBITRATION, THE PARTIES IRREVOCABLY AND
     VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
     ANY CLAIM. FURTHERMORE, WITHOUT INTENDING IN ANY WAY TO LIMIT THIS
     AGREEMENT TO ARBITRATE, TO THE EXTENT ANY CLAIM IS NOT ARBITRATED, THE
     PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A
     TRIAL BY JURY IN RESPECT OF SUCH CLAIM. THIS PROVISION IS A MATERIAL
     INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT.

     9. MISCELLANEOUS.

          (a) Any waiver, express or implied, of any provision hereunder and any
     delay or failure by the Bank to enforce any provision shall not preclude
     the Bank from enforcing any such provision thereafter.

          (b) The Pledgor shall, at the request of the Bank, execute such other
     agreements, documents, instruments, or financing statements in connection
     with this Agreement as the Bank may reasonably deem necessary.

          (c) All notes, security agreements, subordination agreements and other
     documents executed by the Pledgor or furnished to the Bank in connection
     with this Agreement must be in form and substance satisfactory to the Bank.

          (d) This Agreement shall be governed by and construed according to the
     laws of the State of New Jersey, to the jurisdiction of which the parties
     hereto submit.

          (e) All rights and remedies herein provided are cumulative and not
     exclusive of any rights or remedies otherwise provided by law. Any single
     or partial exercise of any right or remedy shall not preclude the further
     exercise thereof or the exercise of any other right or remedy.

          (f) All terms not defined herein are used as set forth in the Uniform
     Commercial Code.

          (g) In the event of any action by the Bank to enforce this Agreement
     or to protect the security interest of the Bank in the Collateral, or to
     take possession of, hold, preserve, process, assemble, insure, prepare for
     sale or lease, market for sale or lease, sell or lease, or otherwise
     dispose of, any Collateral, the Pledgor agrees to pay immediately the costs
     and expenses thereof, together with reasonable attorney's fees and
     allocated costs for in-house legal services to the extent permitted by law.

          (h) In the event the Bank seeks to take possession of any or all of
     the Collateral by judicial process, the Pledgor hereby irrevocably waives
     any bonds and any surety or security relating thereto that may be required
     by applicable law as an incident to such possession, and waives any demand
     for possession prior to the commencement of any such suit or action.

                                       -6-
<PAGE>

          (i) This Agreement shall constitute a continuing agreement, applying
     to all future as well as existing transactions, whether or not of the
     character contemplated at the date of this Agreement, and if all
     transactions between the Bank and the Pledgor shall be closed at any time,
     shall be equally applicable to any new transactions thereafter.

          (j) The Bank's rights hereunder shall inure to the benefit of its
     successors and assigns. In the event of any assignment or transfer by the
     Bank of any of the Indebtedness or the Collateral, the Bank thereafter
     shall be fully discharged from any responsibility with respect to the
     Collateral so assigned or transferred, but the Bank shall retain all rights
     and powers hereby given with respect to any of the Indebtedness or the
     Collateral not so assigned or transferred. All representations, warranties
     and agreements of the Pledgor if more than one are joint and several and
     all shall be binding upon the personal representatives, heirs, successors
     and assigns of the Pledgor.

     10. FINAL AGREEMENT. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND
AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, (B) THIS DOCUMENT SUPERSEDES
ANY COMMITMENT LETTER, TERM SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND
CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER,
TERM SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES
TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES,
AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.


Date: August 1, 2005

                                      BANK OF AMERICA, N.A.


                                      By:
                                          ---------------------------------
                                          William H Baker, Officer


                                      Address for Notices:
                                      West Seneca-Credit Services
                                      Atin: Credit Services
                                      NY7-505-01-24
                                      2970 Transit Road
                                      West Seneca, NY 14224



                                      SWK Technologies

                                      By: SWK TECHNOLOGIES

                                      By: /s/ Jeffrey D. Roth
                                          ---------------------------------
                                          Jeffrey D. Roth, CEO


                                       -7-
<PAGE>


                                      By: /s/ Lynn K. Bermarn, President
                                          ---------------------------------
                                          Lynn K. Bermarn, Vice President



                                      By: /s/ Gary Bermarn, Vice President
                                          ---------------------------------
                                          Gary Bermarn, Vice President



Pledgor's Location (principal residence,
if the Pledgor is an individual;
chief executive office, if
the Pledgor is not an individual):

5 Regent Street
Livingston, New Jersey 07039


Pledgor's state of incorporation
or organization (if Pledgor is a corporation, partnership,
limited liability company or other registered entity): New Jersey


Mailing Address (if different
from above):


- ---------------------------------
Street Address


- ---------------------------------
City        State       Zip
















                                       -8-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>4
<FILENAME>exh31-1_14547.txt
<DESCRIPTION>302 CERTIFICATION OF THE C.E.O. AND C.F.O.
<TEXT>
                                                                    EXHIBIT 31.1
                                                                    ------------
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
              PURSUANT TO REGULATION SS.240.15D-14 AS PROMULAGATED
                    BY THE SECURITIES AND EXCHANGE COMMISSION


I, Mark Meller, President, Chief Executive Officer and Principal Accounting
Officer of Trey Resources, Inc. certify that:

1)   I have reviewed this quarterly report on Form 10-QSB of Trey Resources,
     Inc.;

2)   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3)   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4)   I am responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
     internal control over financial reporting (as defined in Exchange Act Rules
     13a-15(f) and 15d-15(f)) for the small business issuer and have:

     (a) Designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the small
         business issuer, including its consolidated subsidiaries, is made known
         to us by others within those entities, particularly during the period
         in which this report is being prepared;

     (b) Designed such internal control over financial reporting, or caused such
         internal control over financial reporting to be designed under our
         supervision, to provide reasonable assurance regarding the reliability
         of financial reporting and the preparation of financial statements for
         external purposes in accordance with generally accepted accounting
         principles;

     (c) Evaluated the effectiveness of the small business issuer's disclosure
         controls and procedures and presented in this report our conclusions
         about the effectiveness of the disclosure controls and procedures, as
         of the end of the period covered by this report based on such
         evaluation; and

     (d) Disclosed in this report any change in the small business issuer's
         internal control over financial reporting that occurred during the
         small business issuer's most recent fiscal quarter (the small business
         issuer's fourth fiscal quarter in the case of an annual report) that
         has materially affected, or is reasonably likely to materially affect,
         the small business issuer's internal control over financial reporting;
         and

5)   The small business issuer's other certifying officer(s) and I have
     disclosed, based on our most recent evaluation of internal control over
     financial reporting, to the small business issuer's auditors and the audit
     committee of the small business issuer's board of directors (or persons
     performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely affect the small business issuer's
         ability to record, process, summarize and report financial information;
         and

     (b) Any fraud, whether or not material, that involves management or other
         employees who have a significant role in the small business issuer's
         internal control over financial reporting.

Date: August 21, 2006
                                       /s/ Mark Meller
                                       -----------------------
                                       Mark Meller, President, Chief Executive
                                       Officer and Principal Accounting Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>5
<FILENAME>exh32-1_14547.txt
<DESCRIPTION>906 CERTIFICATION OF THE C.E.O. AND C.F.O.
<TEXT>
                                                                    EXHIBIT 32.1
                                                                    ------------

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Trey Resources, Inc. ("the Company")
on Form 10-QSB for the period ended June 30, 2006, as filed with the Securities
and Exchange Commission on the date hereof ("the Report"), I, Mark Meller,
President, Chief Executive Officer and Principal Accounting Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and
belief, that:

     1.   The Report fully complies with the requirements of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     2.   The information contained in the Report fairly presents, in all
          material respects the financial condition and results of operations of
          the Company.


Date: August 21, 2006

                                      By /s/ Mark Meller
                                         -------------------------
                                         Mark Meller
                                         President, Chief Executive Officer and
                                         Principal Accounting Officer























</TEXT>
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