**Exhibit ****10.13.3**

 

**TENTH AMENDED AND RESTATED SECURED REVOLVINGNOTE**

**(PNC Bank, National Association)**

 
| $40,000,000.00 |   | As of May 12, 2008 |
|----------------|--------|-------------------------|

 

**FOR VALUE RECEIVED**, **BIO-REFERENCE LABORATORIES, INC.**, a New Jersey corporationwith an address at 481 Edward H. Ross Drive, Elmwood Park, New Jersey 07497 andits Subsidiary or Subsidiaries party hereto (collectively, jointly andseverally the “**Borrowers**”), promise to pay on theearlier of demand made in accordance with the terms of the Loan Documents (asdefined herein) or **October 31, 2012**,to the order of **PNC BANK**, **NATIONALASSOCIATION** (the “**Lender**”), inlawful money of the United States of America in immediately available funds atthe Payment Office of PNC Bank, National Association as the Agent for theLenders (the “**Agent**”) at its offices located atTwo Tower Center Boulevard, East Brunswick, New Jersey 08816, or at such otherlocation as Lender may designate from time to time, the principal sum of **FORTY MILLION DOLLARS ($40,000,000.00)**(the “**Facility**”) or such lesser amount as may be advanced to orfor the benefit of Borrowers hereunder, together with interest accruing on theoutstanding principal balance from the date hereof, as provided below:

 

**1.**     **Rate of Interest. **Amounts outstanding under this Note willbear interest at a rate per annum which, as Borrowers shall elect in accordancewith the terms of the Loan Documents, shall be at all time equal to either (a) theAlternate Base Rate per annum plus the Applicable Margin with respect toDomestic Rate Loans or (b) the Eurodollar Rate plus the Applicable Marginwith respect to Eurodollar Loans. Interest will be calculated on the basis of a year of 360 days for theactual number of days in each interest period. For all Domestic Rate Loans, if and when the Alternate Base Ratechanges, the rate of interest on this Note will change automatically withoutnotice to Borrowers, effective on the date of any such change.  In no event will the rate of interesthereunder exceed the maximum rate allowed by law.

 

**2.**     **Advances.**Borrowers may request advances, repay and request additional advanceshereunder, subject to the terms and conditions of this Note and the LoanDocuments.  In no event shall theaggregate unpaid principal amount of advances under this Note exceed the faceamount of this Note.

 

**3.**     **Payment Terms.**  The outstanding principal balance and anyaccrued but unpaid interest shall be due and payable to Agent on the earlier ofdemand made in accordance with the Loan Documents or October 31,2012.  Accrued interest will be due andpayable in the absence of demand on the first (1st) day of each month withrespect to Domestic Rate Loans and on the last day of each Interest Period (orcalendar quarter within an Interest Period, in the case of Interest Periodsexceeding three months) with respect to Eurodollar Loans.  If any payment under this Note shall becomedue on a Saturday, Sunday or public holiday under the laws of the State of NewJersey, such payment shall be made on the next succeeding Business Day and suchextension of time shall be included in computing interest in connection withsuch payment.  Borrowers hereby authorizeAgent to charge Borrowers’ deposit account at Agent for any payment when duehereunder.  Payments received will beapplied to charges, fees and expenses (including attorneys’ fees), accruedinterest and principal in any order Agent may choose, in its sole discretion.

 

**4.**     **Late Payments; DefaultRate.**  If Borrowers failto make any payment of principal, interest or other amount coming due pursuantto the provisions of this Note within ten (10) calendar days of the datedue and payable, Borrowers also shall pay to Lender a late charge equal to twopercent (2%) of the amount of such payment. Such ten (10) day period shall not be construed in any way toextend the due date of any such payment. The late charge is imposed for the purpose of defraying Lender’sexpenses incident to the handling of delinquent payments and is in addition to,and not in lieu of, the exercise by Agent or Lender of any rights and remedieshereunder, under the other Loan Documents or under applicable laws, and anyfees and expenses of any agents or attorneys which Agent or Lender mayemploy.  Upon the occurrence of an Eventof Default under the Loan Documents, at the option of the Required Lenders,this Note shall bear interest at a rate per annum (based on a year of 360 daysand actual days elapsed) which shall be two percent (2%) per annum in excess ofthe interest rate in effect from time to time with respect to Domestic RateLoans but not more than the maximum rate allowed by law (the “**Default Rate**”).  TheDefault Rate shall continue to apply whether or not judgment shall be enteredon this Note.

 

**5.**     **Prepayment.**  The indebtedness evidenced by this Note maybe prepaid in whole or in part at any time without penalty, so that theoutstanding principal balance hereof may be reduced to Zero ($0) Dollars fromtime to time.

 

**6.**     **Other Loan Documents.**  This Note is issued in connection with theAmended and Restated Loan and Security Agreement dated as of September 30,2004, as heretofore and as may in the future be amended from time to time (the **“Credit Agreement”**) and the Other Documents executed inconjunction therewith, as the same may be amended from time to time, the termsof which are incorporated herein by reference (the “**LoanDocuments**”) and is secured by the property described in the LoanDocuments and by such other collateral as previously may have been, is, or inthe future may be granted to Agent to secure this Note.  Any capitalized term not defined herein shallbe defined as set forth in the Credit Agreement, the terms and conditions ofwhich are incorporated herein by reference as if set forth herein at length.

 

**7.**     **Advance Procedures. **A request for advance made by telephonemust be promptly confirmed in writing by such method as Agent may require.  Borrowers authorize Agent to accepttelephonic requests for advances, and Agent shall be entitled to rely upon theauthority of any person providing such instructions.  Borrowers hereby indemnify and hold Agentharmless from and against any and all damages, losses, liabilities, costs andexpenses (including reasonable attorneys’ fees and expenses) which may arise orbe created by the acceptance of such telephone requests or making such advances.  Agent will enter on its books and records,which entry when made will be presumed correct, the date and amount of eachadvance, as well as the date and amount of each payment made by Borrowers.

 

**8.**     **Events of Default.**  The occurrence of any of the Events ofDefault set forth in the Loan Documents will be deemed to be an “**Event of Default**” under this Note.  Upon the occurrence of an Event ofDefault:  (a) Lender shall be underno further obligation to make advances hereunder; (b) if an Event ofDefault specified in Section 10.5 or 10.6 of the Credit Agreement shalloccur, the outstanding principal balance and accrued interest hereundertogether with any additional amounts payable hereunder shall be 

 

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immediately due and payable without demand or notice of any kind; (c) ifany other Event of Default shall occur, the outstanding principal balance andaccrued interest hereunder together with any additional amounts payablehereunder, at the option of the Required Lenders and without demand or noticeof any kind, may be accelerated and become immediately due and payable; (d) atthe option of the Required Lenders, this Note will bear interest at the DefaultRate from the date of the occurrence of the Event of Default; and (e) Agentand Lender may exercise from time to time any of the rights and remediesavailable to Agent and Lender under the Loan Documents or under applicable law.

 

**9.**     **Right of Setoff. **In addition to all liens upon and rightsof setoff against the money, securities or other property of Borrowers given toLender by law, Lender shall have, with respect to Borrowers’ obligations toLender under this Note and to the extent permitted by law, a contractualpossessory security interest in and a contractual right of setoff against, andBorrowers hereby assign, convey, deliver, pledge and transfer to Lender all ofBorrowers’ right, title and interest in and to, all deposits, moneys,securities and other property of Borrowers now or hereafter in the possessionof or on deposit with, or in transit to, Lender whether held in general orspecial account or deposit, whether held jointly with someone else, or whetherheld by Lender for safekeeping or otherwise, excluding, however, all IRA,Keogh, and trust accounts.  Every suchsecurity interest and right of setoff may be exercised without demand upon ornotice to Borrowers.  Every such right ofsetoff shall be deemed to have been exercised hereunder without any action ofLender, although Lender may enter such setoff on its books and records at alater time.

 

**10.**  **Miscellaneous.**  No delay or omission of Agent or Lender toexercise any right or power arising hereunder shall impair any such right orpower or be considered to be a waiver of any such right or power, nor shallAgent or Lender’s action or inaction impair any such right or power.  Borrowers agree to pay on demand, to theextent permitted by law, all costs and expenses incurred by Agent and Lender inthe enforcement of their rights in this Note and in any security therefor,including without limitation reasonable fees and expenses of theircounsel.  If any provision of this Noteis found to be invalid by a court, all the other provisions of this Note willremain in full force and effect. Borrowers and all other makers and endorsers of this Note hereby foreverwaive presentment, protest, notice of dishonor and notice of non-payment.  Borrowers also waives all defenses based onsuretyship or impairment of collateral. If this Note is executed by more than one Borrower, the obligations ofsuch persons or entities hereunder will be joint and several.  This Note shall bind Borrowers and theirsuccessors and assigns, and the benefits hereof shall inure to the benefit ofLender and its successors and assigns.

 

This Note has been delivered to and accepted by Lender and will bedeemed to be made in the State of New Jersey. **THIS NOTE WILL BE INTERPRETED AND THE RIGHTS ANDLIABILITIES OF LENDER AND BORROWERS DETERMINED IN ACCORDANCE WITH THE LAWS OFTHE STATE OF NEW JERSEY, EXCLUDING ITS CONFLICT OF LAWS RULES. **Borrowers hereby irrevocablyconsent to the exclusive jurisdiction of any state or federal court for thecounty of Middlesex, New Jersey or judicial district of New Jersey, andconsents that all service of process be sent by nationally recognized overnightcourier service directed to Borrowers at Borrowers’ address set forth in theCredit Agreement and service so made will be deemed to be completed on theBusiness Day after deposit with such courier; provided that nothing containedin this Note will prevent Agent or Lender from bringing any action, enforcingany award or judgment or exercising any rights against Borrowers individually,against any security or against any property of Borrowers within any othercounty, state or other foreign or domestic jurisdiction.  Borrowers acknowledge and agree that thevenue provided above is the most convenient forum for both Lender andBorrowers.  Borrowers waive any objectionto venue and any objection based on a more convenient forum in any actioninstituted under this Note.

 

**11.**  **Waiver of Jury Trial.  BORROWERS IRREVOCABLY WAIVE ANY AND ALLRIGHTS BORROWERS MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING ORCLAIM OF ANY NATURE RELATING TO THIS NOTE, ANY DOCUMENTS EXECUTED IN CONNECTIONWITH THIS NOTE OR ANY TRANSACTION CONTEMPLATED IN ANY SUCH DOCUMENTS.  BORROWERS ACKNOWLEDGE THAT THE FOREGOINGWAIVER IS KNOWING AND VOLUNTARY.**

 

**12.**  **Substitution of Note.**  This Note evidences indebtedness createdunder the Credit Agreement, which indebtedness is in full force and effect on acontinuing basis, unimpaired and undischarged, under the Credit Agreement.  This Note is issued in substitution for andreplacement of, but not in payment or satisfaction of, that certain NinthAmended and Restated Secured Revolving Note dated as of October 31, 2007,in the face amount of $30,000,000.00.

 

**Borrowers acknowledge that they have has readand understood all the provisions of this Note, including the waiver of jurytrial, and have been advised by counsel as necessary or appropriate.**

 

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**WITNESS**the dueexecution of this Tenth Amended and Restated Secured Revolving Note as adocument under seal, as of the date first written above, with the intent to belegally bound hereby.

 

 
|   | ATTEST: |                  | BIO-REFERENCE LABORATORIES,    |
|--------|---------|-----------------------|--------------------------------|
|   |    |                  | INC., a New Jersey corporation |
|   |    |                  |                           |
|   |    |                  |                           |
|   | By:     | /S/ Sam Singer        |                           | By: | /S/ Marc D. Grodman, |
|   |    | SAM SINGER, Secretary |                           |   | MARC D. GRODMAN, President |
|   |    |                  |                           |
|   |    |                  |                           |
|   | ATTEST: |                  | BRLI NO. 2 ACQUISITION `CORP., |
|   |    |                  | a New Jersey corporation       |
|   |    |                  | doing business as GENEDX, Inc  |
|   |    |                  |                           |
|   |    |                  |                           |
|   | By:     | /S/ Sam Singer        |                           | By: | /S/ Marc D. Grodman, |
|   |    | SAM SINGER, Secretary |                           |   | MARC D. GRODMAN, President |

 

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| **Sixth Amendment to Loan Documents** |   |  |
|---------------------------------------|--------|--|

 

**THIS SIXTHAMENDMENT TO LOAN DOCUMENTS** (this **“Amendment”**)is made as of May 12, 2008, and is by and among **Bio-ReferenceLaboratories, Inc.** (“BRLI”), and **BRLI No. 2Acquisition Corp**., which conducts business as GENEDX, Inc.(referred to herein from time to time as a “Subsidiary Party”) (BRLI and theSubsidiary Party herein each a “Borrower” and, collectively, “Borrowers”), thefinancial institutions which are party hereto (collectively, the “Lenders” andindividually a “Lender”) and **PNC BANK, NATIONALASSOCIATION**in its capacity as the agent for the Lenders and as thesole Lender****(in each such capacity, the “Bank”).

 

**BACKGROUND**

 

A.            The Borrowers haveexecuted and delivered to the Bank, one or more promissory notes, letteragreements, loan agreements, security agreements, mortgages, pledge agreements,collateral assignments, and other agreements, instruments, certificates anddocuments, some or all of which are more fully described on attached Exhibit A,which is made a part of this Amendment (collectively as amended from time totime, the “Loan Documents”) which evidence or secure some or all of theBorrowers’ obligations to the Bank for one or more loans or other extensions ofcredit (the “Obligations”).

 

B.            The Borrowers and theBank desire to amend the Loan Documents to, among other things, extend the termof their lending arrangements, increase the amount available to be borrowedunder Borrowers’ revolving line of credit, and change certain of the otherterms and conditions of the Loan Documents, all as provided for in thisAmendment.

 

**NOW,THEREFORE,** in consideration of the mutual covenantsherein contained and intending to be legally bound hereby, the parties heretoagree as follows:

 

### 1.         Certain of the Loan Documents are amendedas set forth in Exhibit A.  Any andall references to any Loan Document in any other Loan Document shall be deemedto refer to such Loan Document as amended by this Amendment.  This Amendment is deemed incorporated intoeach of the Loan Documents. Any initially capitalized terms used in thisAmendment without definition shall have the meanings assigned to those terms inthe Loan Documents.  To the extent thatany term or provision of this Amendment is or may be inconsistent with any termor provision in any Loan Document, the terms and provisions of this Amendmentshall control.

###  

### 2.         (a) Each of the Borrowers herebycertifies that: (a) all of its representations and warranties in the LoanDocuments, as amended by this Amendment, are, except as may otherwise be statedin this Amendment: (i) true and correct as of the date of this Amendment, (ii) ratifiedand confirmed without condition as if made anew, and (iii) incorporatedinto this Amendment by reference.

###  

### (b) Each of the Borrowers herebycertifies that (i) no Event of Default or event which, with the passage oftime or the giving of notice or both, would constitute an Event of Default,exists under any Loan Document which will not be cured by the execution andeffectiveness of this Amendment, (ii) no consent, approval, order orauthorization of, or registration or filing with, any third party is requiredin connection with the execution, delivery and carrying out of this Amendmentor, if required, has been obtained or shall be obtained on a timely basispursuant to the terms of this Amendment and (iii) this Amendment has beenduly authorized, executed and delivered so that it constitutes the legal, validand binding obligation of each Borrower, enforceable in accordance with itsterms.  The Borrowers confirm that theObligations remain outstanding without defense, set off, counterclaim, discountor charge of any kind as of the date of this Amendment.

###  

3.             Each of the Borrowershereby confirms that any collateral for the Obligations, including liens,security interests, mortgages, and pledges granted by the Borrowers or thirdparties (if applicable), shall continue unimpaired and in full force andeffect, and shall cover and secure all of the Borrowers’ existing and futureObligations to the Bank, as modified by this Amendment.

 

4.             As a conditionprecedent to the effectiveness of this Amendment, the Borrowers shall complywith the terms and conditions (if any) specified in Exhibit A.

 

5.             To induce the Bank toenter into this Amendment, to the extent permitted by law, each of theBorrowers waives and releases and forever discharges the Bank and its officers,directors, attorneys, agents, and employees from any liability, damage, claim,loss or expense of any kind that it may have against the Bank or any of themarising out of or relating to the Obligations. Each of the Borrowers further agrees to indemnify and hold the Bank andits officers, directors, attorneys, agents and employees harmless from anyloss, damage, judgment, liability or expense (including attorneys’ fees)suffered by or rendered against the Bank or any of them on account of anyclaims arising out of or relating to the Obligations.  Each of the Borrowers further states that ithas carefully read the foregoing release and indemnity, knows the contentsthereof and grants the same as its own free act and deed.

 

6.             This Amendment may besigned in any number of counterpart copies and by the parties to this Amendmenton separate counterparts, but all such copies shall constitute one and the sameinstrument.  Delivery of an executedcounterpart of a signature page to this Amendment by facsimiletransmission shall be effective as delivery of a manually executedcounterpart.  Any party so executing thisAmendment by facsimile transmission shall promptly deliver a manually executedcounterpart, provided that any failure to do so shall not affect the validityof the counterpart executed by facsimile transmission.

 

7.             This Amendment willbe binding upon and inure to the benefit of each Borrower and the Bank andtheir respective heirs, executors, administrators, successors and assigns.

 

8.             This Amendment willbe interpreted and the rights and liabilities of the parties hereto determinedin accordance with the laws of the State of New Jersey, excluding its conflictof laws rules.

 

9.             Except as amendedhereby, the terms and provisions of the Loan Documents remain unchanged, areand shall remain in full force and effect

 

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unless and until modified or amended inwriting in accordance with their terms, and are hereby ratified andconfirmed.  Except as expressly providedherein, this Amendment shall not constitute an amendment, waiver, consent orrelease with respect to any provision of any Loan Document, a waiver of anydefault or Event of Default under any Loan Document, or a waiver or release ofany of the Bank’s rights and remedies (all of which are hereby reserved).  **Each of the Borrowersexpressly ratifies and confirms the waiver of jury trial provisions containedin the Loan Documents.**

 

**WITNESS** the due execution of this Sixth Amendment toLoan Documents as a document under seal as of the date first written above.

 
| ATTEST:    | ** **      | **BIO-REFERENCE  LABORATORIES, INC.** |
|------------|-----------------|---------------------------------------|
|       | ** **      | ** **                            |
|       | ** **      | ** **                            |
| By:        | /S/  Sam Singer |                                  | By: | /S/Marc D. Grodman |
| Name:      | SAM  SINGER     |                                  |   |  Name: | MARC  D. GRODMAN      (SEAL) |
| Title:     | Secretary       |                                  |   |   | Title:   President |
|       | ** **      | ** **                            |
|       | ** **      | ** **                            |
| ATTEST:    | ** **      | **BRLI  NO. 2 ACQUISITION CORP.,**    |
|       |            | doing  business as GENEDX, Inc.  |
|       |            | a  Subsidiary Party                   |
|       |            |                                  |
|       |            |                                  |
| By:        | /S/  Sam Singer |                                  | By: | /S/Marc D. Grodman |
| Name:      | SAM  SINGER     |                                  |   | (SEAL) |
| Title:     | Secretary       |                                  |   |  Name: | MARC  D. GRODMAN |
|       |            |                                  |  Title: | President |
|       |            |                                  |
|       |            |                                  |
| ** ** | ** **      | **PNC  BANK, NATIONAL ASSOCIATION**   |
| ** ** | ** **      | ** **                            |
| ** ** | ** **      | ** **                            |
|       |            | By:                                   | /S/Parameswar Sivaramakrishnan |
|       |            |                                  | (SEAL) |
|       |            |                                  |  Name: | PARAMESWAR  SIVARAMAKRISHNAN |
|       |            |                                  |  Title: | Vice  President |
|            |                 |                                       |  |  |  |  |

 

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**EXHIBIT A TO**

**SIXTH AMENDMENT TO LOAN DOCUMENTS**

 

**A.**            The “Loan Documents” that are the subjectof this Amendment include the following (as any of the foregoing havepreviously been amended, modified or otherwise supplemented):

 

1.         Amended and Restated Loan and SecurityAgreement dated as of September 30, 2004, as amended by that certain:  (a) letter amendment dated April 20,2005, (b) Second Amendment to Loan Documents dated as of January 19,2006, (c) Third Amendment to Loan Documents dated September 13, 2006,(d) Fourth Amendment to Loan Documents Dated as of October 1, 2006,and (e) Fifth Amendment to Loan Documents dated as of October 31,2007 (as amended, the “Loan Agreement”).

 

2.         All other documents, instruments, agreements,and certificates executed and delivered in connection with the Loan Documents listed in this Section A.

 

**B.**            TheLoan Agreement is hereby amended as follows:

 

1.         Definitions. Article 1 of the Loan Agreement is hereby amended to amend andrestate the definition of “Maximum Revolving Advance Amount” in its entirety asfollows:

 

“MaximumRevolving Advance Amount” shall mean Forty Million Dollars($40,000,000.00).

 

2.         New Definitions.  Article 1 of the Loan Agreement, Section 1.2is hereby amended to add the following as new definitions:

 

“Sixth Amendment” shall mean the SixthAmendment to Loan Documents dated as of the Sixth Amendment Closing Date.

 

“Sixth Amendment Closing Date” shall mean May 12, 2008.

 

3.         Amendment to Capital Expenditures Covenant.  Article 7 of the Loan Agreement ishereby amended to amend and restate Subsection 7.6 in its entirety as follows:

 

7.6.           CapitalExpenditures.  Enter into any agreements to purchase or payfor or become obligated to pay for capital expenditures, long term leases,capital leases and/or sale lease-backs, during any fiscal year in an amountaggregating in excess of Fifteen Million Dollars ($15,000,000.00) during anyfiscal year.

 

4**.**         Extension of Term,Termination by Borrowers.  Article 13of the Loan Agreement is hereby amended to amend and restate Sections 13.1 and13.2 in their entireties as follows:

 

13.1.         Term.  ThisAgreement, which shall inure to the benefit of and shall be binding upon therespective successors and permitted assigns of Borrower, Agent and each Lender,shall become effective on the date hereof and shall continue in full force andeffect until October 31, 2012 (the “Term”) unless sooner terminated asherein provided.

 

13.2          Terminationby Borrowers.  Borrowers may terminate this Agreement at anytime upon not less than sixty (60) days’ prior written notice and payment infull of the Obligations.  In the eventthe Obligations are prepaid in full prior to the last day of the Term (the dateof such prepayment hereinafter referred to as the “Early Termination Date”),Borrower shall pay to Agent for the benefit of Lenders an early termination feein an amount equal to:

 

(a)            ifthe Early Termination Date occurs on or after the Sixth Amendment Closing Datebut before October 31, 2009, one percent (1%) of the total of (i) theMaximum Revolving Advance Amount plus (ii) the aggregateoutstanding principal balance of all Advances other than Revolving Advances;

 

(b)            ifthe Early Termination Date occurs on or after October 31, 2009, but beforeOctober 31, 2010, three-quarters of one percent (0.75%) of the total of (i) theMaximum Revolving Advance Amount plus (ii) the aggregateoutstanding principal balance of all Advances other than Revolving Advances;

 

(c)            ifthe Early Termination Date occurs on or after October 31, 2010, but beforeOctober 31, 2011, one-half of one percent (0.50%) of the total of (i) theMaximum Revolving Advance Amount plus (ii) the aggregateoutstanding principal balance of all Advances other than Revolving Advances; or

 

(d)            ifthe Early Termination Date occurs on or after October 31, 2011, but beforeOctober 31, 2012, one-quarter of one percent (0.25%) of the total of (i) theMaximum Revolving Advance Amount plus (ii) the aggregateoutstanding principal balance of all Advances other than Revolving Advances,

 

provided also, however, in the event that this Agreement is terminated as a result ofBorrowers’ entering into a refinancing transaction with the corporate bankingdivision of Bank, then the requirement to pay the early termination fee shallbe waived upon the closing of such refinancing.

** **

**C.**            Conditions to Effectiveness of Amendment:  Bank’swillingness to agree to the amendments set forth in this Amendment is subjectto the prior satisfaction of the following conditions:

 

1.            Execution by all parties and delivery to PNC of the following, eachin form and substance acceptable to Agent:

 

(a)            This Sixth Amendment, together with theConsent by Guarantor attached to this Sixth Amendment;

 

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(b)            A Tenth Amended and Restated Secured RevolvingNote in the amount of Forty Million Dollars ($40,000,000.00) executed by eachBorrower;

 

(c)            A resolution authorizing the due execution ofthis Amendment by each Borrower; and

 

(d)            Such other documents, agreements andinstruments as Bank shall reasonably require.

 

2.            Reimbursement by Borrowers of the fees andexpenses of Bank’s counsel, whether incurred in connection with this Amendmentor in conjunction with the continuing commercial lending relationship betweenPNC and Borrowers, which fees and expense may be paid by Agent making a loanfrom the revolving line of credit, from time to time, in the amount of suchfees and expenses and retaining the proceeds in satisfaction of same.

 

**CONSENT BY GUARANTOR**

 

The undersigned Guarantor tothe provisions of the foregoing Amendment (the “**Amendment**”)and all prior amendments (if any) and confirms and agrees that:

 

(a)           the Guarantor’s obligations under its:  (i) Continuing Unlimited CorporateGuaranty dated as of September 30, 2004, (ii) Amended and RestatedContinuing Unlimited Corporate Guaranty dated as of October 31, 2006, and (iii) Guarantor’sSecurity Agreement dated as of September 30, 2004 (collectively, the “**Guaranty**”), relating to the Obligations mentioned in theAmendment, shall be unimpaired by the Amendment; and

 

(b)           the Guarantor has no defenses, set offs,counterclaims, discounts or charges of any kind against the Bank, its officers,directors, employees, agents or attorneys with respect to the Guaranty; and (c) allof the terms, conditions and covenants in the Guaranty remain unaltered and infull force and effect and are hereby ratified and confirmed and apply to theObligations, as modified by the Amendment. The Guarantor certifies that all representations and warranties made inthe Guaranty are true and correct.

 

The Guarantor hereby confirmsthat any collateral for the Obligations, including liens, security interests,mortgages, and pledges granted by the Guarantor or third parties (ifapplicable), shall continue unimpaired and in full force and effect, shallcover and secure all of the Guarantor’s existing and future Obligations to theBank, as modified by this Amendment.

 

The Guarantor ratifies and confirms thewaiver of jury trial provisions contained in the Guaranty.

 

**WITNESS** the due execution of this Consent andAcknowledgement as a document under seal as of the date of this SixthAmendment, intending to be legally bound hereby.

 

 
| ATTEST: | ** **      |       | **CareEvolve.com, Inc.** |
|---------|-----------------|------------|-------------------------------|
|    | ** **      | ** ** | ** **                    |
|    | ** **      | ** ** | ** **                    |
| By:     | /S.  Sam Singer |       | By:                           |   | /S/  Marc D. Grodman |   |
| Name:   | SAM  SINGER     |       |                          |   | Name: | MARC  D. GRODMAN (SEAL) |
| Title:  | Secretary       |       |                          |   | Title: | President |
|         |                 |            |                               |  |  |  |  |  |  |

 

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