<PAGE>
                                                                   Exhibit 10.43

               FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN
                                    AGREEMENT

     THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
("AMENDMENT I") is entered into as of this 1st day of November, 2005 by and
among LASALLE BANK NATIONAL ASSOCIATION ("LBNA"), as Administrative Agent and as
a Lender, SOUTHWEST BANK OF ST. LOUIS ("SWB"), as a Lender, NATIONAL CITY BANK
OF THE MIDWEST ("NCB"), as a Lender, FIFTH THIRD BANK (SOUTHERN INDIANA)
("FTB"), as a Lender, MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC. ("MLBF"),
and FIRST BANK ("FB"), as a Lender (collectively LBNA, SWB, NCB, FTB, MLBF, and
FB are referred to herein as "Lenders") and TALX CORPORATION, a Missouri
corporation ("BORROWER"); and consented to by TALX UCM SERVICES, INC., a
Missouri corporation ("TUS"), TALX EMPLOYER SERVICES, LLC, a Missouri limited
liability company ("TES"), TALX FASTIME SERVICES, INC., a Texas Corporation,
f/k/a Ti3, Inc. ("TFTS"), TBT ENTERPRISES, INCORPORATED, a Maryland corporation
("TBT"), UI ADVANTAGE, INC., a Maryland corporation ("UI"), NET PROFIT, INC., a
South Carolina corporation ("NET"), TALX TAX INCENTIVE SERVICES, LLC, a Missouri
limited liability company ("TIS"), and JON-JAY ASSOCIATES, INC., a Massachusetts
corporation ("JJ") (collectively TUS, TES, TFTS, TBT, UI, NET, TIS, and JJ are
referred to herein as "GUARANTORS").

                                   WITNESSETH

     WHEREAS, Borrower obtained an Aggregate Commitment in the principal amount
of up to Forty Million and 00/100 Dollars ($40,000,000.00) pursuant to that
certain Loan Agreement dated March 27, 2002 entered into by the Borrower, LBNA,
and SWB (the "Initial Loan Agreement"), as amended by that First Amendment to
Loan Agreement dated July 29, 2002 among Borrower, LBNA, and SWB (the "Initial
First Amendment"), as further amended by that Second Amendment to Loan Agreement
dated January 27, 2003 among Borrower, LBNA, and SWB (the "Initial Second
Amendment"), as further amended by that Third Amendment to Loan Agreement dated
June 30, 2003 among Borrower, LBNA, and SWB (the "Initial Third Amendment");

     WHEREAS, in order to refinance the indebtedness outstanding under the
Initial Loan Agreement, Borrower, LBNA, SWB, NCB, FTB, and MLBF entered into
that Amended and Restated Loan Agreement dated March 31, 2004 increasing the
Aggregate Commitment (as defined therein) to an amount of Eighty Three Million
and 00/100 Dollars ($83,000,000.00) (the "Amended and Restated Loan Agreement"),
as amended by that certain First Amendment to Amended and Restated Loan
Agreement dated September 9, 2004 (the "First Amendment"), and that certain
Second Amendment to Amended and Restated Loan Agreement dated September 30, 2004
(the "Second Amendment");

     WHEREAS, in order to refinance the indebtedness outstanding under the
Amended and Restated Loan Agreement, Borrower, LBNA, SWB, NCB, FTB, and MLBF
have entered into that Second Amended and Restated Loan Agreement dated April
14, 2005 (the "Second


                                       -1-

<PAGE>

Amended and Restated Loan Agreement") increasing the Aggregate Revolving Loan
Commitment to an amount of One Hundred Million and 00/100 Dollars
($100,000,000.00);

     WHEREAS, the Borrower hereby requests and the Lenders agree to amend the
Second Amended and Restated Loan Agreement to increase the Aggregate Revolving
Loan Commitment to One Hundred Fifty Million and 00/100 Dollars
($150,000,000.00) and make other amendments as more specifically set forth
herein;

     WHEREAS, all capitalized terms used herein, and not otherwise defined
herein, have the meaning given to them in the Second Amended and Restated Loan
Agreement.

     NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto do hereby agree
as follows:

     1. AMENDMENTS.

     Upon the satisfaction of the conditions precedent set forth herein, the
Second Amended and Restated Loan Agreement shall be amended as follows:

          a) INTRODUCTORY PARAGRAPHS. In the second line of the third paragraph
on Page 1 of the Second Amended and Restated Loan Agreement, the phrase "Target
One and Target Two" shall be replaced with the phrase "Glick & Glick
Consultants, LLC and Jon-Jay Associates, Inc.".

          b) REQUIRED LENDERS. In Section 2.4 of the Second Amended and Restated
Loan Agreement, the definition of "Required Lenders" shall be replaced with the
following: "The words Required Lenders means a minimum of three (3) Lenders
whose shares of Lenders' Exposure at the relevant time aggregate at lease fifty
one percent (51%)."

          c) AGGREGATE AMOUNT. The first sentence of Section 3.1.1.1 of the
Second Amended and Restated Loan Agreement shall be revised and restated as
follows: "Subject to the limitations in Section 3.1.2 and elsewhere herein, each
Lender commits to make available to Borrower, from the Effective Date to the
Revolving Loan Maturity Date, such Lender's Pro-Rata Share of an Aggregate
Revolving Loan Commitment of $150,000,000.00, by funding such Lender's Pro-Rata
Share of Revolving Loan Advances made from time to time by Administrative Agent
as provided herein."

          d) INCREASES IN AGGREGATE REVOLVING LOAN COMMITMENT. The language set
forth in Section 3.4 of the Second Amended and Restated Loan Agreement from and
including Section 3.4.1 "Request for Increase", through and including Section
3.4.4 "Buying and Selling Lenders" shall be deleted in its entirety and replaced
with the following: "Intentionally Deleted".

          e) INCREMENTAL INCREASE OF AGGREGATE COMMITMENT FEE. A new section 5.8
shall be added to Section 5 of the Second Amended and Restated Loan Agreement
that states the following: "Contemporaneously with the execution and delivery of
Amendment I, Borrower shall pay to Administrative Agent, on behalf of each
Lender, a fee equal to fifteen (15) basis points of the difference between each
Lender's Pro-Rata Share of the Aggregate Revolving Loan


                                       -2-

<PAGE>

Commitment as set forth in the Second Amended and Restated Loan Agreement and
each Lender's Pro-Rata Share of the Aggregate Revolving Loan Commitment as set
forth in Amendment I."

          f) LEASE ASSIGNMENTS. Section 8.3.3 of the Second Amended and Restated
Loan Agreement shall be revised and amended so that the reference to "Section
12.29" shall be replaced with "Section 12.22".

          g) SATISFACTION OF CONDITIONS TO THE APPROVED ACQUISITION OF TARGET
ONE. In Section 10.3.2 of the Second Amended and Restated Loan Agreement, the
amount of "$5,000,000.00" shall be replaced with "$32,000,000.00" so that the
total amount of Loan proceeds used as consideration at the time of closing of
the Target One Acquisition shall not exceed $32,000,000.00, unless otherwise
approved by Administrative Agent.

          h) SATISFACTION OF CONDITIONS TO THE APPROVED ACQUISITIONS OF TARGET
TWO. In Section 10.3.2 of the Second Amended and Restated Loan Agreement, the
amount of "$24,000,000.00" shall be replaced with the following language:
"$35,000,000.00, but in no event shall the amount of Loan proceeds used as
consideration at the time of closing of the Target Two Acquisition exceed eight
times the amount of Target Two's EBITDA for the most recently ended four fiscal
quarters prior to the closing of the Target Two Acquisition."

          i) CONDITIONS TO ADVANCES FOR APPROVED ACQUISITIONS. Section 10.3
shall be revised to include a new Section 10.3.7, which states as follows:
"10.3.7. CONSUMMATION OF APPROVED ACQUISITIONS. Any Advance of Loan proceeds for
the purposes of consummating an Approved Acquisition must occur no later than
March 31, 2006."

          j) SPECIAL DEFINITIONS. In Section 16.1 of the Second Amended and
Restated Loan Agreement, the following shall be added as the final sentence of
the definition of "EBIT": "From and after the closing of the Target One
Acquisition, EBIT shall be adjusted for the first four consecutive fiscal
quarters thereafter by adding: $2,800,000.00 for the first subsequent calendar
quarter, $2,100,000.00 for the second subsequent calendar quarter, $1,400,000.00
for the third subsequent calendar quarter, and $700,000.00 for the fourth
subsequent calendar quarter."

          k) SPECIAL DEFINITIONS. In Section 16.1 of the Second Amended and
Restated Loan Agreement, the following shall be added as the final sentence of
the definition of "EBITDA": "From and after the closing of the Target One
Acquisition, EBITDA shall be adjusted for the first four consecutive fiscal
quarters thereafter by adding: $2,800,000.00 for the first subsequent calendar
quarter, $2,100,000.00 for the second subsequent calendar quarter, $1,400,000.00
for the third subsequent calendar quarter, and $700,000.00 for the fourth
subsequent calendar quarter."

          l) MINIMUM EBITDA. In Section 16.6 of the Second Amended and Restated
Loan Agreement, the amount of "$37,000,000" shall be replaced with
"$39,100,000".

          m) GLOSSARY. The Glossary located at Exhibit 2.1 of the Second Amended
and Restated Loan Agreement shall be revised as follows:


                                       -3-

<PAGE>

               i) The definition of "BUYING LENDER" shall be deleted in its
entirety.

               ii) The definition of "COMMITMENT AND ACCEPTANCE" shall be
deleted in its entirety.

               iii) The definition of "COMMITMENT INCREASE NOTICE" shall be
deleted in its entirety.

               iv) The definition of "EFFECTIVE COMMITMENT AMOUNT" shall be
deleted in its entirety.

               v) The definition of "EXISTING LOAN DOCUMENTS" shall be revised
to include the following language in such definition: "Security Agreement dated
April 20, 2005, executed by Jon-Jay Associates, Inc., a Massachusetts
corporation; the Guaranty of Jon-Jay Associates, Inc. dated April 20, 2005; the
Stock pledge of Jon-Jay Associates, Inc. Stock dated April 20, 2005; the
Security Agreement dated April 26, 2005, by TALX Tax Incentive Services, LLC, a
Missouri limited liability company; the Guaranty of TALX Tax Incentive Services,
LLC, a Missouri limited liability company, dated April 26, 2005; and the
Collateral Assignment of Membership Interest by TALX UCM Services, Inc., a
Missouri corporation, dated April 26, 2005, and any other loan document executed
and delivered to Administrative Agent for the benefit of Lenders."

               vi) The definition of "LENDER INCREASE NOTICE" shall be deleted
in its entirety.

               vii) The definition of "PROPOSED NEW LENDER" shall be deleted in
its entirety.

               viii) The definition of "SECURITY AGREEMENT" shall be revised to
include the following language in such definition: "Security Agreement dated
April 20, 2005, executed by Jon-Jay Associates, Inc., a Massachusetts
corporation; and Security Agreement dated April 26, 2005, by TALX Tax Incentive
Services, LLC, a Missouri limited liability company."

               ix) The definition of "SELLING LENDER(S)" shall be deleted in its
entirety.

               x) The definition of "TARGET ONE" shall be amended and restated
in its entirety as follows: "means Employers Unity, Inc., a Colorado
corporation.

               xi) The definition of "TARGET ONE ACQUISITION" shall be amended
and restated in its entirety as follows: "means the acquisition of certain
assets and assumption of certain liabilities of Target One by Borrower or a
Subsidiary of Borrower pursuant to the Target One Acquisition Documents."

               xii) The definition of "TARGET ONE ACQUISITION DOCUMENTS" shall
be amended and restated in its entirety to read as follows: "means the
acquisition agreement


                                       -4-

<PAGE>

entered into by Borrower or a Subsidiary of Borrower and Target One, in the form
as furnished and approved by the Administrative Agent in writing prior to the
consummation of the Target One Acquisition, with only such amendments,
modifications or supplements thereto, or waivers of the terms thereof, as shall
be approved in writing by the Administrative Agent.

               xiii) The definition of "TARGET TWO" shall be revised and amended
and restated in its entirety as follows: "means Business Incentives, Inc., a
Texas corporation."

               xiv) The definition of "TARGET TWO ACQUISITION" shall be amended
and restated in its entirety as follows: "means the acquisition of the assets or
the capital stock of Target Two by Borrower or a Subsidiary of Borrower pursuant
to the Target Two Acquisition Documents."

               xv) The definition of "TARGET TWO ACQUISITION DOCUMENTS" shall be
amended and restated in its entirety to read as follows: "means the acquisition
agreement entered into by Borrower and/or a Subsidiary of Borrower, in the form
as furnished and approved by the Administrative Agent in writing prior to the
consummation of the Target Two Acquisition, with only such amendments,
modifications or supplements thereto, or waivers of the terms thereof, as shall
be approved in writing by the Administrative Agent.

          n) LENDERS, LENDER'S COMMITMENTS AND PRO-RATA SHARES. Exhibit 3 to the
Second Amended and Restated Loan Agreement shall be amended and restated in its
entirety as follows:

<TABLE>
<CAPTION>
                    LENDER                       REVOLVING LOAN COMMITMENT
----------------------------------------------   -------------------------
<S>                                              <C>
       LaSalle Bank National Association              $ 45,000,000.00
          Southwest Bank of St. Louis                 $ 35,000,000.00
       National City Bank of the Midwest              $ 25,000,000.00
      Fifth Third Bank (Southern Indiana)             $ 17,500,000.00
Merrill Lynch Business Financial Services Inc.        $ 17,500,000.00
                  First Bank                          $ 10,000,000.00
                  AGGREGATES                          $150,000,000.00
</TABLE>

          o) COMMITMENT AND ACCEPTANCE. Exhibit 3.4.1 to the Second Amended and
Restated Loan Agreement shall be deleted in its entirety.


                                       -5-

<PAGE>

          p) COMPLIANCE CERTIFICATE. Schedule II to the Compliance Certificate
attached as Exhibit 14.14 to the Second Amended and Restated Loan Agreement
shall be replaced in its entirety with the attached Schedule II to Exhibit
14.14.

     2. CONDITIONS PRECEDENT TO THIS AMENDMENT I.

     As a condition precedent to Lenders' consent to the amendments as described
herein and to the effectiveness of this Amendment I, the following must have
been satisfied:

          a) This Agreement. Borrower, TUS, TES, TFTS, TBT, UI, NET, TIS, JJ,
and Lenders shall have executed and delivered this Amendment I to Administrative
Agent's possession and Borrower shall have paid to the Administrative Agent all
fees related to this Amendment I.

          b) Other Loan Documents. Borrower shall have executed and delivered
the following documents to Administrative Agent's possession: that certain
Amended and Restated Revolving Note in the principal amount of $45,000,000.00
from Borrower in favor of LBNA; that certain Amended and Restated Revolving Note
in the principal amount of $35,000,000.00 from Borrower in favor of SWB; that
certain Amended and Restated Revolving Note in the principal amount of
$25,000,000.00 from Borrower in favor of NCB; that certain Amended and Restated
Revolving Note in the principal amount of $17,500,000.00 from Borrower in favor
of MLBF; that certain Amended and Restated Revolving Note in the principal
amount of $17,500,000.00 from Borrower in favor of FTB; and that certain
Revolving Note in the principal amount of $10,000,000.00 from Borrower in favor
of FB; and any other consents, approvals, opinions, certificates, documents or
information as Administrative Agent deems necessary.

          c) Representations and Warranties. Except as set forth on Schedule 1
hereto, the Representations and Warranties, as set forth in Section 12 of the
Second Amended and Restated Loan Agreement, shall be true and correct as of the
date of this Amendment I.

          d) Compliance with Loan Documents. The Borrower and Guarantors shall
be in full compliance with all of the terms and conditions of the Loan
Documents, and there shall be no Existing Default thereunder, and no Default or
Event of Default shall have occurred and be continuing thereunder or shall
result after giving effect to this Amendment I.

     3. MISCELLANEOUS.

          a) Loan Documents Continue. Except as specifically amended by this
Amendment I, all of the terms, provisions, conditions, agreements, covenants,
representations, warranties and powers contained in the Loan Documents shall be
and remain in full force and effect and the same are hereby ratified and
confirmed and are incorporated herein by reference. Reference to this Amendment
I need not be made in any note, document, letter, certificate, Loan Documents,
or any communication issued or made pursuant to or with respect to the Loan
Documents; any reference to the Loan Documents being sufficient to refer to the
Loan Documents as amended hereby. In no manner shall this Amendment I impair the
Loan Documents, the rights, remedies obligations, liabilities, liens or security
interests represented


                                       -6-

<PAGE>

thereby, nor shall any such rights, remedies, obligations, liabilities, liens or
security interests be in any manner waived or impaired, diminished or discharged
hereby.

          b) Counterparts. This Amendment I may be executed by the parties
hereto on any number of separate counterparts, and all such counterparts taken
together shall constitute one and the same instrument. It shall not be necessary
in making proof of this Amendment I to produce or account for more than one
counterpart signed by the party to be charged.

          c) Consent of Guarantors. Each of the Guarantors acknowledge and
consent to the execution of this Amendment I by the Borrower and acknowledges
that this consent is not required under the terms of the Guaranty and that the
execution hereof by the Guarantors shall not be construed to require the Lenders
to obtain their acknowledgment to any future amendment, modification or waiver
of any term of the Second Amended and Restated Loan Agreement or any other Loan
Documents except as otherwise provided in said Guaranty. Each of the Guarantors
hereby agree that the Guaranty shall apply to all indebtedness, obligations and
liabilities of the Borrower to the Lenders under the Second Amended and Restated
Loan Agreement, as amended pursuant to this Amendment I, and that the Guaranty
shall be and remain in full force and effect.

  (Signatures of Borrower, Guarantors, and Lenders are on the following pages.)


                                       -7-

<PAGE>

     IN WITNESS WHEREOF, the undersigned has executed this Amendment I as of the
date first written above.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        AS ADMINISTRATIVE AGENT AND A LENDER


                                        By: /s/ Tom Harmon
                                            ------------------------------------
                                        Print Name: Tom Harmon
                                        Title: Senior Vice President


                                       -8-

<PAGE>

     IN WITNESS WHEREOF, the undersigned has executed this Amendment I as of the
date first written above.

                                        SOUTHWEST BANK OF ST. LOUIS,
                                        AS A LENDER


                                        By: /s/ Robert Sellers
                                            ------------------------------------
                                        Print Name: Robert W. Sellers
                                        Title: Senior Vice President


                                       -9-

<PAGE>

     IN WITNESS WHEREOF, the undersigned has executed this Amendment I as of the
date first written above.

                                        NATIONAL CITY BANK OF THE MIDWEST,
                                        AS A LENDER


                                        By: /s/ Eric Hartman
                                            ------------------------------------
                                        Print Name: Eric Hartman
                                        Title: Vice President


                                      -10-

<PAGE>

     IN WITNESS WHEREOF, the undersigned has executed this Amendment I as of the
date first written above.

                                        FIFTH THIRD BANK (SOUTHERN INDIANA),
                                        AS A LENDER


                                        By: /s/ Robert Sander
                                            ------------------------------------
                                        Print Name: Robert M. Sander
                                        Title: Vice President


                                      -11-

<PAGE>

     IN WITNESS WHEREOF, the undersigned has executed this Amendment I as of the
date first written above.

                                        MERRILL LYNCH BUSINESS FINANCIAL
                                        SERVICES, INC., AS A LENDER


                                        By: /s/ Phillip Salter
                                            ------------------------------------
                                        Print Name: Philip Salter
                                        Title: Vice President


                                      -12-

<PAGE>

     IN WITNESS WHEREOF, the undersigned has executed this Amendment I as of the
date first written above.

                                        FIRST BANK, AS A LENDER


                                        By: /s/ Keith M. Schmelder
                                            ------------------------------------
                                        Print Name: Keith Schmelder
                                        Title: Senior Vice President


                                      -13-

<PAGE>

     IN WITNESS WHEREOF, the undersigned has executed this Amendment I as of the
date first written above.

                                        BORROWER:

                                        TALX CORPORATION, A MISSOURI
                                        CORPORATION, AS BORROWER


                                        By: /s/ L. Keith Graves
                                            ------------------------------------
                                        Print Name: L. Keith Graves
                                        Title: Chief Financial Officer

CONSENTED TO as of the date first written above.

                                        GUARANTORS:

TALX UCM SERVICES, INC., A MISSOURI CORPORATION, AS A GUARANTOR


By: /s/ L. Keith Graves
    ---------------------------------
Name: L. Keith Graves
Title: Chief Financial Officer


TALX FASTIME SERVICES, INC., A TEXAS CORPORATION, AS A GUARANTOR


By: /s/ L. Keith Graves
    ---------------------------------
Name: L. Keith Graves
Title: Chief Financial Officer


TALX EMPLOYER SERVICES, LLC, A MISSOURI LIMITED LIABILITY COMPANY, AS A
GUARANTOR


By: /s/ L. Keith Graves
    ---------------------------------
Name: L. Keith Graves
Title: Chief Financial Officer


UI ADVANTAGE, INC., A MARYLAND CORPORATION, AS A GUARANTOR


By: /s/ L. Keith Graves
    ---------------------------------
Name: L. Keith Graves
Title: Chief Financial Officer


                                      -14-

<PAGE>

TBT ENTERPRISES, INCORPORATED, A MARYLAND CORPORATION, AS A GUARANTOR


By: /s/ L. Keith Graves
    ---------------------------------
Name: L. Keith Graves
Title: Chief Financial Officer


NET PROFIT, INC., A SOUTH CAROLINA CORPORATION, AS A GUARANTOR


By: /s/ L. Keith Graves
    ---------------------------------
Name: L. Keith Graves
Title: Chief Financial Officer


TALX TAX INCENTIVE SERVICES, LLC, A MISSOURI LIMITED LIABILITY COMPANY, AS A
GUARANTOR


By: /s/ L. Keith Graves
    ---------------------------------
Name: L. Keith Graves
Title: Chief Financial Officer


JON-JAY ASSOCIATES, INC., A MASSACHUSETTS CORPORATION, AS A GUARANTOR


By: /s/ L. Keith Graves
    ---------------------------------
Name: L. Keith Graves
Title: Chief Financial Officer


                                      -15-

<PAGE>

                      SCHEDULE II TO COMPLIANCE CERTIFICATE

                      SCHEDULE II TO COMPLIANCE CERTIFICATE

All calculations done in accordance with GAAP on a consolidated basis, in
accordance with the provisions of the Second Amended and Restated Loan Agreement
and based on the period ended __________________. Any inconsistencies between
the descriptions of the items set forth in this Schedule II and the terms of any
of Sections 16.1 through 16.6 shall be resolved in favor of the terms set forth
in Sections 16.1 through 16.6. Reference should be made to Sections 16.1 through
16.6 of the Second Amended and Restated Loan Agreement for more specific
instructions regarding the calculation periods and how the components of the
financial covenants should be calculated.

I.   EBITDA (for preceding four fiscal quarters) (Section 16.1):

<TABLE>
<S>                                                                          <C>
               (i)    Net Income                                             $_________
               (ii)   Interest Expense                                       $_________
               (iii)  Federal, State and Local Income
                      Tax expense accrued for as a liability                 $_________
               (iv)   Amortization of good will and
                      other intangible assets and depreciation
                      expense taken or accrued for in such period,
                      without duplication                                    $_________
               (v)    Extraordinary losses in such period incurred
                      or accrued for in such period, without
                      duplication                                            $_________
               (vi)   Payments or noncash charges made pursuant
                      to the SEC Settlement                                  $_________
               (vii)  Share based compensation expense                       $_________
               (viii) Sums related to consummation of Approved Acquisition
                      ($2,800,000.00, $2,100,000.00, $1,400,000.00, or
                      $700,000.00, if applicable)                            $_________
               (ix)   Sum of Items (i) through (viii)                        $_________
               (x)    Extraordinary income/gain in such period
                      incurred or accrued for in such period,
                      without duplication                                    $_________
               (xi)   Noncash gains in connection with the
                      SEC Settlement                                         $_________
               (xii)  Sum of Items (x) and (xi)                              $_________
               (xiii) Items(ix) minus Item (xii) -- EBITDA                   $_________
</TABLE>

II.  EBIT (for preceding four fiscal quarters) (Section 16.1):

<TABLE>
<S>                                                                          <C>
               (i)    Net Income                                             $_________
               (ii)   Interest Expense                                       $_________
               (iii)  Federal, State and Local Income
</TABLE>


                                      -16-

<PAGE>

<TABLE>
<S>                                                                          <C>
                      Tax expense accrued for as a liability                 $_________
               (iv)   Share based compensation expense                       $_________
               (v)    Sums related to consummation of Approved Acquisition
                      ($2,800,000.00, $2,100,000.00, $1,400,000.00, or
                      $700,000.00, if applicable)                            $_________
               (vi)   Sum of Items (i) through (v) -- EBIT                   $_________
</TABLE>


                                      -17-

<PAGE>

III. MINIMUM INTEREST COVERAGE (for preceding four fiscal quarters) (Section
     16.3)

<TABLE>
<S>                                                                                  <C>
     A.   EBIT (for preceding four fiscal quarters per Item II (vi))                 $_________

          Less:    (i) Dividends                                                     $_________
                   (ii)Federal, State and Local Income Tax expense
                       accrued for as a liability                                    $_________
     B.   Subtotal (EBIT minus (i) and (ii))                                         $_________

     C.   Interest Expense                                                           $_________

     D.   Ratio of Item B to Item C                                                  ______:1.0

     E.   Minimum ratio required by Section 16.3:  2.0 to 1.
</TABLE>

IV.  TOTAL INDEBTEDNESS TO EBITDA (for preceding four fiscal quarters) (Section
     16.4)

<TABLE>
<S>                                                                                  <C>
     A.   Total Indebtedness                                                         $_________

     B.   EBITDA (for preceding four fiscal quarters per Item I (xiii))              $_________

     C.   Ratio of Item A to Item B                                                  ______:1.0

     D.   Maximum Ratio of Total Indebtedness to EBITDA permitted by Section 16.4:   2.50 to 1.
</TABLE>

V.   MINIMUM EBITDA (for preceding four fiscal quarters) (Section 16.6)

<TABLE>
<S>                                                                                  <C>
     A.   EBITDA (for preceding four fiscal quarters per Item 1 (xiii))              $_________

     B.   75% EBITDA of Target One                                                   $_________

     C.   75% EBITDA of Target Two                                                   $_________

     D.   Minimum EBITDA required by Section 16.6:  $39,100,000 plus 75% EBITDA of
          Target One and Target Two
</TABLE>


                                      -18-