EXECUTION
VERSION


THIRD AMENDMENT


TO


FINANCING AGREEMENT


 


THIS THIRD AMENDMENT
TO FINANCING AGREEMENT (this “Amendment”), dated as of February 10, 2009 (the “Effective Date”),
by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation (“EQMI”), EQ ENGINEERS, LLC, an Indiana
limited liability company (“EQE” and together with EQMI, each a “Borrower” and collectively,
“Borrowers”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Bank”),
is as follows:


 


Preliminary Statements


 


A.           Borrowers
and Bank are parties to a Financing Agreement dated as of October 31, 2006, as amended by the First Amendment to Financing Agreement
dated as of October 1, 2007, and the Second Amendment to Financing Agreement dated as of September 12, 2008 (as amended, the “Financing
Agreement”). Capitalized terms which are used, but not defined, in this Amendment will have the meanings given to them
in the Financing Agreement.


 


B.           Borrowers
have requested that Bank: (i) waive certain existing Events of Default under Section 10.28 of the Financing Agreement with
respect to the Fixed Charge Coverage Ratio for the periods ended June 30, 2008, and September 30, 2008; (ii) consent to the recognition
of EQE as a Borrower under the Loan Documents; (iii) consent to EQMI’s adoption and implementation of a certain stock option
program; (iv) consent to the release of the Released Life Insurance Policies (as defined in Section 2.2) as Loan Collateral
for the Obligations; (v) make certain changes to the interest rates applicable to the Obligations, including, without limitation,
the implementation of a one-month LIBOR-based rate and the unavailability of a Prime-based rate except in certain circumstances;
and (vi) make certain other changes to the Financing Agreement and certain of the other Loan Documents, all as more specifically
set forth herein.


 


C.           Bank
is willing to consent to such requests and so amend the Financing Agreement and other Loan Documents, all as contemplated by the
terms, and subject to the conditions, of this Amendment.


 


Statement of Amendment


 


In consideration of the
covenants, agreements, and conditions set forth in this Amendment, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Bank and Borrowers hereby agree as follows:


 


1.          Amendments
to Financing Agreement. Subject to the satisfaction of the conditions of this Amendment, the Financing Agreement is hereby
amended as follows:


 



    	 



    	 



    

 


1.1           Each
reference to “Borrower” in the Financing Agreement shall be deemed to be a reference to each of, and collectively,
EQMI and EQE, unless the context clearly indicates the contrary. The reference to each of the following Dollar amounts in the Financing
Agreement shall be deemed to be a reference to each such amount in the aggregate for all Borrowers: (a) $200,000 in the definition
of “Permitted Joint Venture Investments” in Section 1.1, (b) $300,000 in clause (v) of the definition of “Permitted
Liens” in Section 1.1, (c) $100,000 in clause (viii) of the definition of “Permitted Liens” in Section
1.1, (d) $100,000 in Section 10.10(d), (e) $300,000 in Section 10.10(e), (f) $25,000 in Section 10.18(a),
(g) $50,000 in Section 10.24, (h) $100,000 in Section 10.27, (i) $100,000 in Section 12.1(i), (j) $100,000
in Section 12.1(j), (k) $250,000 in Section 12.1(k)(1), and (l) $50,000 in Section 12.1(q).


 


1.2           Section
1.1 of the Financing Agreement is hereby amended by the addition of the following new definitions, in their proper alphabetical
order, to provide in their respective entireties as follows:


 


“Borrowing
Date” means, in respect of each Loan, the date upon which such Loan is made hereunder and thereafter shall be the effective
date of the most recent conversion or continuation, as applicable, of such Loan.


 


“Cross-Guaranteed
Obligations” has the meaning given in Section 2.14.


 


“Cross-Guarantor”
has the meaning given in Section 2.14.


 


“Cross-Guaranty”
has the meaning given in Section 2.14 and includes, without limitation, a guaranty made by each Borrower in favor of Bank
pursuant to Section 2.14, among other things, guaranteeing all of the Obligations of the other Borrower.


 


“Third
Amendment” means the Third Amendment to this Agreement dated as of February 10, 2009.


 


“EQMI”
means Environmental Quality Management, Inc., an Ohio corporation, as the survivor of the Merger, and its successors and assigns.


 


“Joinder
Agreement” means the Joinder Agreement dated as of the Effective Date (as defined in the Third Amendment) made by EQE
in favor of Bank.


 


“LIBOR
Amount” means a Dollar amount equal to the LIBOR Rate Loans.


 


“LIBOR-Based
Rate” means an annual rate of interest equal to the sum of (i) the LIBOR Rate plus (ii) the Applicable LIBOR Rate
Margin then in effect.


 



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“Permitted
Redemption Distributions” has the meaning given in Section 10.19.


 


“Prime-Based
Rate” means an annual rate of interest equal to the sum of (i) the Prime Rate as in effect from time to time plus
(ii) the Applicable Prime Rate Margin then in effect.         


 


“Stock
Option Program” means that certain Environmental Quality Management, Inc. Stock Option Plan dated to be effective as
of November 14, 2008 (the “Plan”), and any and all Incentive Stock Option Agreements, Non-Incentive Stock Option
Agreements and other documents, instruments, and agreements entered into by EQMI pursuant to, and in accordance with, the Plan,
as any or all of the foregoing documents, instruments, and agreements are now in effect or, subject to Section 10.31, as
at any time after the date of the Effective Date (as defined in the Third Amendment) may be amended, modified, supplemented, restated,
renewed, extended, or otherwise changed and any documents, instruments, or agreements given, subject to Section 10.31, in
substitution of any of them. For purposes of this Agreement, “Stock Option Program” shall include, without limitation,
(i) the stock dividend of four common shares for each common share of EQMI’s outstanding Capital Stock on the Effective Date
(as defined in the Third Amendment) and (ii) an amendment on the Effective Date (as defined in the Third Amendment) to EQMI’s
Articles of Incorporation to create and authorize an aggregate amount of 14,400,000 common shares of Capital Stock.


 


1.3           The
following definitions in Section 1.1 of the Financing Agreement are hereby amended in their entirety by substituting the
following in their respective places:


 


“Borrower”
means, (i) before the Effective Time of the Merger, EQM; (ii) after the Effective Time of the Merger but before the Effective Date
(as defined in the Third Amendment), EQMI; and (iii) at all times on and after the Effective Date (as defined in the Third Amendment),
each of EQMI and EQE, and “Borrowers” means, collectively, EQMI and EQE. To the extent a term or provision of
this Agreement or any of the other Loan Documents is applicable to a “Borrower”, it is applicable to each and every
Borrower unless the context expressly indicates otherwise.


 


“Business
Day” means (i) any day on which commercial banks in Cincinnati, Ohio are required by law to be open for business or a
day on which Bank is open for business, and (ii) with respect to all notices and determinations in connection with, and payments
of principal and interest on, LIBOR Rate Loans, which is also a New York Banking Day. Periods of days referred to in this Agreement
will be counted in calendar days unless Business Days or New York Banking Days are expressly prescribed.


 



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“Change
of Control” means any of the following (or any combination of the following) whether arising from any single transaction
or event or any series of transactions or events (whether as the most recent transaction in a series of transactions) which, individually
or in the aggregate, results in:


 


(i)          a
change in the ownership of EQMI such that Argentum fails to (a) own legally and beneficially, free and clear of any Liens, greater
than 50%, on a fully diluted basis, of the issued and outstanding voting Capital Stock of EQMI or (b) have the power to direct
or cause the direction of the management and policies of EQMI;


 


(ii)         the
election of a director of EQMI as a result of which Argentum
has neither designated nor has the right to designate at least a majority of EQMI’s Board of Directors;


 


(iii)        a
change in the percentage ownership of EQMI among the Persons who are stockholders of EQMI as of the Closing Date which Bank, in
its discretion, deems materially adverse; provided that changes in relative percentages resulting from the exercise of the
Warrants or from repurchases or purchases by EQMI or any of the shareholders pursuant to their rights under the Stock Restriction
Agreements or the Shareholders Agreement are deemed not to be materially adverse within the meaning of this clause;


 


(iv)         any
of Jack Greber, William Kemner or an Approved Successor ceases, for any reason, to serve as chief executive officer of EQMI actively
involved in EQMI’s management for more than 30 days. For purposes of the foregoing, an “Approved Successor” is
the chief executive officer of EQMI elected by the directors of EQMI after Jack Greber, William Kemner or any Approved Successor
ceases to serve as chief executive officer of EQMI and who is reasonably acceptable to Bank; or


 


(v)          a
change in the ownership of EQE such that EQMI fails to (a) own legally and beneficially, free and clear of any Liens (other than
the EQE Pledges (as defined in the Second Amendment to this Agreement) and Liens in favor of Bank), 100%, on a fully diluted basis,
of the issued and outstanding voting Capital Stock of EQE or (b) have the power to direct or cause the direction of the management
and policies of EQE.


 


“Interest
Payment Date” means each of (i) the Facility Termination Date or any earlier date on which the credit facility extended
hereunder terminates, (ii) with respect to the Loans, the first day of each month, and (iii) with respect to any other Obligations
(other than the Loans), on the date set forth under any agreement other than this Agreement if such other agreement provides for
the payment of interest on a date specified therein; otherwise, on demand by Bank.


 



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“LIBOR
Rate” means the one-month LIBOR rate quoted by Bank from Reuters Screen LIBOR01 Page or any successor thereto, which
shall be that one-month LIBOR rate in effect two New York Banking Days prior to the Reprice Date, adjusted for any reserve requirement
and any subsequent costs arising from a change in government regulation, such rate rounded up to the nearest one-sixteenth percent
and such rate to be reset monthly on each Reprice Date. The term “Reprice Date” means the first day of each
month. Bank’s internal records of applicable interest rates shall be determinative in the absence of manifest error.


 


“LIBOR
Rate Loan” means any Loan bearing interest at a rate determined by reference to the LIBOR-Based Rate.


 


“Life
Insurance Policy” means Transamerica Policy No. 42126894 on the life of Jack Greber in the amount of $1,250,000.


 


“Loan
Documents” means this Agreement, the Joinder Agreement, the Revolving Loan Note, the Security Agreements, the Letter
of Credit Documents, each Insurance Agreement and Life Insurance Assignment (as defined in Section 5.2), the Cross-Guaranties,
the documents, instruments and agreements executed in connection with the Federal Assignment of Claims Act and any state Assignment
of Claims Law, and all other agreements, instruments and documents relating to the Loans, including mortgages, deeds of trust,
security agreements, subordination agreements, intercreditor agreements, pledges, powers of attorney, consents, collateral assignments,
locked box and cash management agreements, letter agreements, contracts, notices, leases, financing statements and letters of credit
and applications therefor and all other writings, all of which must be in form and substance satisfactory to Bank, which have been,
are as of the date of this Agreement, or will in the future be signed by, or on behalf of, any one or more Borrowers and delivered
to Bank.


 


“Obligations”
means the Loans, the Letter of Credit Obligations, the Cross-Guaranteed Obligations, Rate Hedging Obligations owing to Bank or
any Affiliate of Bank, and all other loans, advances, debts, liabilities, obligations, indemnities, covenants and duties owing
to Bank or any Affiliate of Bank from any Borrower and its Subsidiaries (individually and collectively) of any kind, present or
future, whether evidenced by or arising out of this Agreement, any of the other Loan Documents, or any other agreement, transaction,
extension of credit, letter of credit, guaranty or indemnification or in any other manner and whether for the payment of money,
whether arising out of overdrafts on checking, deposit or other accounts or electronic funds transfers (whether through automatic
clearing houses or otherwise) or out of Bank’s non-receipt of, or inability to collect, funds or otherwise not being made
whole in connection with depository transfer checks or other similar arrangements and whether direct or indirect (including acquired
by assignment), related or unrelated, absolute or contingent, due or to become due, now existing or hereafter arising and however
acquired, and including all interest, charges, expenses, fees and any other sums chargeable to any Borrower and its Subsidiaries
(individually and collectively) in connection with any of the foregoing, and all Attorneys’ Fees.


 



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“Permitted
Intercompany Advances” means loans, advances and extensions of credit from EQMI to EQES so long as the following conditions
precedent are satisfied: (i) EQES remains a Subsidiary of EQMI, (ii) the aggregate amount of such loans, advances and extensions
of credit does not exceed $500,000 at any one time, (iii) the amount of such loans, advances and
extensions of credit is evidenced by a promissory note in form and substance satisfactory to the Bank that is delivered
to Bank and that is pledged to Bank as additional Loan Collateral, (iv) at the time of making any such loans, advances or extensions
of credit, (a) EQMI is Solvent and (b) no Event of Default exists, (v) after giving effect to such loans, advances and extensions
of credit, on a pro forma basis, no Event of Default would be created as a result thereof and (vi) EQMI records such loans,
advances and extensions of credit on its books and records in a manner satisfactory to Bank.


 


“Prime
Rate Loan” means the applicable portion of the Loans bearing interest, as of any date, at a rate determined by reference
to the applicable Prime-Based Rate.


 


“Security
Agreements” means each of, and collectively, (i) the Security Agreement between EQMI and Bank dated as of the date of
this Agreement and (ii) the Amended and Restated Security Agreement between EQE and Bank dated as of the Effective Date (as defined
in the Third Amendment).


 


“Stock
Restriction Agreements” means, collectively, (i) each Stock Restriction Agreement between EQMI and a shareholder of EQMI
as set forth on Schedule 9.18 to this Agreement, and (ii) each Stock Restriction Agreement entered into between EQMI and
a shareholder of EQMI after the Effective Date (as defined in the Third Amendment to this Agreement) pursuant to, and in connection
with, the Stock Option Program.


 


1.4           Section
1.1 of the Financing Agreement is hereby amended by the deletion of the definitions of “EQE Loan Amount” and “Loan
Period”, to be omitted in their respective entireties therefrom.


 



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1.5           The
reference to “Prime Rate Loan” in Section 2.4.4 of the Financing Agreement is hereby amended by substituting
a reference to “LIBOR Rate Loan” for such reference to “Prime Rate Loan” where “Prime Rate Loan”
appears therein.


 


1.6           Section
2.6 of the Financing Agreement are hereby amended in its entirety by substituting the following in its place:


 


2.6           Disbursement
of Revolving Loans. To obtain each advance of the Revolving Loans prior to the termination of this Agreement pursuant to Section
11 and subject to the other terms of this Agreement, Borrowers must deliver to the Business Credit Group of Bank a duly completed
advance request in the form of Exhibit A attached (“Advance Request”). Each Advance Request: (i) must
specify the proposed Borrowing Date (which must be a Business Day) and the total amount of the requested advance of Revolving Loans,
(ii) is irrevocable by Borrowers, and (iii) must be signed by a duly authorized officer or employee of Borrowers; however,
Bank may rely on the authority of any officer or employee of Borrowers whom Bank in good faith believes to be authorized to request
advances. Borrowers must deliver an Advance Request for all Loans to Bank prior to 12:00 noon, Cincinnati, Ohio time,
on the proposed Borrowing Date on which such advance is requested to be made. If Bank receives a telephonic request from Borrowers
or a written request for a Revolving Loan after 12:00 noon (Cincinnati, Ohio time) on the proposed Borrowing Date for such Revolving
Loan, then the notice will be treated as having been received at the opening of business on the next Business Day and the then
following Business Day will then become the applicable proposed Borrowing Date. Borrowers irrevocably authorize Bank to make all
disbursements of Revolving Loans into a non-interest bearing, DDA operating account maintained by Borrowers at Bank (the “Operating
Account”) that will be structured and utilized for that purpose in accordance with Bank’s policies and procedures
from time to time in effect (account number 480401595). Unless other arrangements are made with, and expressly agreed to by, Bank
(e.g., disbursements of Revolving Loans by wire transfer), all advances of the Revolving Loans, if made by Bank, will be
credited to the Operating Account at the end of the applicable Business Day on which the advance is made. With respect to advances
requested by Borrowers to cover Presentments in the Controlled Disbursement Account, Borrowers hereby irrevocably authorize Bank,
without any further written or oral request of Borrowers, to transfer funds automatically from the Operating Account to the Controlled
Disbursement Account in amounts necessary for the payment of checks and other items drawn on the Controlled Disbursement Account
as such checks and other items (“Presentments”) are presented to Bank for payment. If any Presentments in the
Controlled Disbursement Account are paid by Bank in excess of funds available in the Operating Account for any reason, including
the failure of Borrowers to determine the correct amount of Presentments in its Advance Request, the amounts so paid by Bank will
be deemed to be an advance of the Revolving Loans as LIBOR Rate Loans for all purposes of this Agreement and are hereby ratified
and approved by Borrowers; however, under no circumstances will Bank have any obligation to pay any Presentments in the
Controlled Disbursement Account in excess of funds available in the Operating Account. Notwithstanding anything to the contrary
in this Section 2.6, Bank may, at any time hereafter on written notice to Borrowers, elect to discontinue the automatic
sweeping of funds from the Operating Account to the Controlled Disbursement Account, but Bank instead may disburse proceeds of
the Revolving Loans made by Bank by crediting only the Operating Account. Furthermore, Bank reserves the right to discontinue providing
controlled disbursement accounts to its customers, including Borrowers. Each request submitted by Borrowers for a new advance of
a Revolving Loan via wire transfer of funds must be initiated with Bank’s wire transfer department (or by telephone or on-line
functions made available by Bank’s wire transfer department from time to time) via a duly completed and signed outgoing wire
transfer form (or any replacement form promulgated by Bank).


 



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1.7           The
first two sentences of Section 2.7 of the Financing Agreement are hereby amended in their entirety by substituting the following
in their place:


 


Borrowers’
obligation to pay the principal of, and interest on, the Loans (exclusive of the Letter of Credit Exposure) made by Bank shall
be evidenced by a promissory note duly executed and delivered by Borrowers substantially in the form of Exhibit B attached
to the Third Amendment with blanks appropriately completed in conformity herewith (the “Revolving Loan Note”).
The Revolving Loan Note issued to Bank shall (a) be executed by Borrowers, (b) be payable to the order of Bank and be dated the
Effective Date (as defined in the Third Amendment), (c) be in a stated principal amount equal to $20,000,000, (d) mature on October
31, 2011, (e) bear interest as provided in Section 3.1 in respect of the Prime Rate Loans and LIBOR Rate Loans, as the case
may be, evidenced thereby, (f) be subject to voluntary prepayment and mandatory repayment as provided herein, and (g) be entitled
to the benefits, and be subject to the terms, of this Agreement and the other Loan Documents.


 


1.8           Section
2 of the Financing Agreement is hereby amended by the addition of new Sections 2.12, 2.13 and 2.14, in
their proper numerical orders, to provide in their respective entireties as follows:


 






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2.12         Consolidated
Borrowings. To induce Bank to enter into this Agreement and to make Loans in the manner set forth in this Agreement, each Borrower
hereby represents, warrants, covenants and states to Bank that: (a) Borrowers are substantially dependent upon each other for their
respective working capital, strategic management, financial needs and technology; (b) Borrowers desire to utilize their borrowing
potential on a consolidated basis, to the extent(s) possible as if they were merged into a single entity and, consistent with realizing
such potential, to make available to Bank security commensurate with the amount and nature of their aggregate borrowings; (c) each
of Borrowers has determined that it will benefit specifically and materially from the advances of credit contemplated by this Agreement
and that under a joint and several loan facility it is able to obtain financing on terms more favorable than otherwise available
to it separately; and (d) Borrowers have requested and bargained for the structure and terms of and security for the advances contemplated
by this Agreement.


 


2.13         Joint
Obligations. The obligations of Borrowers under the Loan Documents are joint, several and primary. No Borrower will be or be
deemed to be an accommodation party with respect to any of the Loan Documents. Each Borrower hereby irrevocably designates EQMI
as its representative and agent (as applicable, “Borrower Representative”) on its behalf for the purposes of
issuing requests for advances of Loans, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting
interest rate options, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and
taking all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Loan
Documents which are permitted to be taken by a Borrower. The Borrower Representative hereby accepts such appointment. Bank may
regard any notice or other communication pursuant to any Loan Document from the Borrower Representative as a notice or communication
from all Borrowers, and may give any notice or communication required or permitted to be given to any Borrower or Borrowers hereunder
to the Borrower Representative on behalf of such Borrower or Borrowers. Each Borrower agrees that each notice, election, representation
and warranty, covenant, agreement and undertaking made on its behalf by the Borrower Representative shall be deemed for all purposes
to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the
same had been made directly by such Borrower.


 



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2.14       Cross-Guaranty.


 


(a)          Each
Borrower (each to be referred to in this Section 2.14 as a “Cross-Guarantor” and collectively as the
“Cross-Guarantors”) hereby agrees that it is jointly and severally liable for, and, as primary obligor and not
merely as surety, and therefore does absolutely and unconditionally guarantee to Bank, the prompt payment when due, whether at
stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Obligations of each other Borrower (such Obligations,
collectively the “Cross-Guaranteed Obligations”). Each Cross-Guarantor further agrees that the Cross-Guaranteed
Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound
upon its guarantee notwithstanding any such extension or renewal.


 


(b)          The
provisions of this Section 2.14 (this “Cross-Guaranty”) is a guaranty of payment and not of collection.
Each Cross-Guarantor waives any right to require Bank to sue any Borrower, any Cross-Guarantor, any other guarantor, or any other
Person obligated for all or any part of the Cross-Guaranteed Obligations, or otherwise to enforce its payment against any collateral
securing all or any part of the Cross-Guaranteed Obligations.


 


(c)          Except
as otherwise provided for herein and to the extent provided for herein, the obligations of each Cross-Guarantor hereunder are unconditional
and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible
payment in full in cash of the Cross-Guaranteed Obligations), including:


 


(i)          any
claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Cross-Guaranteed Obligations,
by operation of law or otherwise;


 


(ii)         any
change in the corporate existence, structure or ownership of any Borrower, any other Cross-Guarantor of or other Person liable
for any of the Cross-Guaranteed Obligations;


 


(iii)        any
insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower, any Cross-Guarantor, or any other guarantor
of or other Person liable for any of the Cross-Guaranteed Obligations, or their assets or any resulting release or discharge of
any obligation of any Borrower, any Cross-Guarantor, or any other guarantor of or other Person liable for any of the Cross-Guaranteed
Obligations; or


 


(iv)         the
existence of any claim, setoff or other rights which any Cross-Guarantor may have at any time against any Borrower, any Cross-Guarantor,
any other guarantor of the Cross-Guaranteed Obligations, Bank, or any other Person, whether in connection herewith or in any unrelated
transactions.


 



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(d)          The
obligations of each Cross-Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination
whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Cross-Guaranteed Obligations or otherwise,
or any provision of applicable law or regulation purporting to prohibit payment by any Borrower, any Cross-Guarantor or any other
guarantor of or other Person liable for any of the Cross-Guaranteed Obligations, of the Cross-Guaranteed Obligations or any part
thereof.


 


(e)          Further,
the obligations of any Cross-Guarantor hereunder are not discharged or impaired or otherwise affected by:


 


(i)          the
failure of Bank to assert any claim or demand or to enforce any remedy with respect to all or any part of the Cross-Guaranteed
Obligations;


 


(ii)         any
waiver or modification of or supplement to any provision of any agreement relating to the Cross-Guaranteed Obligations;


 


(iii)        any
release, non-perfection, or invalidity of any indirect or direct security for the obligations of Borrowers (or any one or more
of them) for all or any part of the Cross-Guaranteed Obligations or any obligations of any other guarantor of or other Person liable
for any of the Cross-Guaranteed Obligations;


 


(iv)         any
action or failure to act by Bank with respect to any collateral securing any part of the Cross-Guaranteed Obligations; or


 


(v)          any
default, failure or delay, willful or otherwise, in the payment or performance of any of the Cross-Guaranteed Obligations, or any
other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Cross-Guarantor or that
would otherwise operate as a discharge of any Cross-Guarantor as a matter of law or equity (other than the indefeasible payment
in full in cash of the Cross-Guaranteed Obligations).


 



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(f)          To
the fullest extent permitted by applicable law, each Cross-Guarantor hereby waives any defense based on or arising out of any defense
of any Borrower or any Cross-Guarantor or the unenforceability of all or any part of the Cross-Guaranteed Obligations from any
cause, or the cessation from any cause of the liability of any Borrower or any Cross-Guarantor, other than the indefeasible payment
in full in cash of the Cross-Guaranteed Obligations. Without limiting the generality of the foregoing, each Cross-Guarantor irrevocably
waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for
herein, as well as any requirement that at any time any action be taken by any Person against any Borrower, any Cross-Guarantor,
any other guarantor of any of the Cross-Guaranteed Obligations, or any other Person. Bank may, at its election, foreclose on any
Loan Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such Loan Collateral in lieu
of foreclosure or otherwise act or fail to act with respect to any collateral securing all or a part of the Cross-Guaranteed Obligations,
compromise or adjust any part of the Cross-Guaranteed Obligations, make any other accommodation with any Borrower, any Cross-Guarantor,
any other guarantor or any other Person liable on any part of the Cross-Guaranteed Obligations or exercise any other right or remedy
available to it against any Borrower, any Cross-Guarantor, any other guarantor or any other Person liable on any of the Cross-Guaranteed
Obligations, without affecting or impairing in any way the liability of such Cross-Guarantor under this Cross-Guaranty except to
the extent the Cross-Guaranteed Obligations have been fully and indefeasibly paid in cash. To the fullest extent permitted by applicable
law, each Cross-Guarantor waives any defense arising out of any such election even though that election may operate, pursuant to
applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Cross-Guarantor
against any Borrower, any other guarantor or any other Person liable on any of the Cross-Guaranteed Obligations, as the case may
be, or any security.


 


(g)          No
Cross-Guarantor will assert any right, claim or cause of action, including a claim of subrogation, contribution or indemnification
that it has against any Borrower, any Cross-Guarantor, any Person liable on the Cross-Guaranteed Obligations, or any collateral,
until Borrowers and the Cross-Guarantors have fully performed all their obligations to Bank.


 


(h)          If
at any time any payment of any portion of the Cross-Guaranteed Obligations is rescinded or must otherwise be restored or returned
upon the insolvency, bankruptcy, or reorganization of any Borrower or otherwise, each Cross-Guarantor’s obligations under
this Cross-Guaranty with respect to that payment shall be reinstated at such time as though the payment had not been made and whether
or not Bank is in possession of this Cross-Guaranty. Except as provided in the preceding sentence, each Cross-Guarantor’s
obligations under this Cross-Guaranty will terminate when the Cross-Guaranteed Obligations have been fully paid, performed and
satisfied and the Loan Documents are terminated. If acceleration of the time for payment of any of the Cross-Guaranteed Obligations
is stayed upon the insolvency, bankruptcy or reorganization of any Borrower, all such amounts otherwise subject to acceleration
under the terms of any agreement relating to the Cross-Guaranteed Obligations shall nonetheless be payable by the Cross-Guarantors
forthwith on demand by Bank.


 



    	- 12 -



    	 



    

 


(i)          Each
Cross-Guarantor assumes all responsibility for being and keeping itself informed of each other Borrower’s financial condition
and assets, and of all other circumstances bearing upon the risk of nonpayment of the Cross-Guaranteed Obligations and the nature,
scope and extent of the risks that each Cross-Guarantor assumes and incurs under this Cross-Guaranty, and agrees that Bank shall
not have any duty to advise any Cross-Guarantor of information known to it regarding those circumstances or risks.


 


(j)          Bank
may continue to make loans or extend credit to Borrowers based on this Cross-Guaranty until the termination of this Cross-Guaranty
pursuant to Section 2.14(h).


 


(k)          All
payments of the Cross-Guaranteed Obligations will be made by each Cross-Guarantor free and clear of and without deduction for or
on account of any and all present or future taxes, levies, imposts, duties, charges, deductions or withholdings of whatever nature
imposed by any governmental authority with respect to such payments, and any and all liabilities with respect to the foregoing,
but excluding franchise taxes and taxes imposed on overall net income of Bank by the U.S. or the jurisdiction in which Bank’s
applicable lending installation is located (collectively, “Taxes”). If any Cross-Guarantor is required by law
to deduct any Taxes from or in respect of any sum payable to Bank under this Cross-Guaranty, (i) the sum payable must be increased
as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this
provision) Bank receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Cross-Guarantors
must then make such deductions, and must pay the full amount deducted to the relevant authority in accordance with applicable law,
and (iii) the Cross-Guarantors must furnish to Bank within forty-five days after their due date certified copies of all official
receipts evidencing payment thereof.


 



    	- 13 -



    	 



    

 


(l)          The
provisions of this Cross-Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state,
federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations
of any Cross-Guarantor under this Cross-Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable
on account of the amount of such Cross-Guarantor’s liability under this Cross-Guaranty, then, notwithstanding any other provision
of this Cross-Guaranty to the contrary, the amount of such liability shall, without any further action by the Cross-Guarantors
or Bank, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action
or proceeding (such highest amount determined hereunder being the relevant Cross-Guarantor’s “Maximum Liability”).
This Section with respect to the Maximum Liability of each Cross-Guarantor is intended solely to preserve the rights of Bank to
the maximum extent not subject to avoidance under applicable law, and no Cross-Guarantor nor any other Person or entity shall have
any right or claim under this Section with respect to such Maximum Liability, except to the extent necessary so that the obligations
of any Cross-Guarantor hereunder shall not be rendered voidable under applicable law. Each Cross-Guarantor agrees that the Cross-Guaranteed
Obligations may at any time and from time to time exceed the Maximum Liability of each Cross-Guarantor without impairing this Cross-Guaranty
or affecting the rights and remedies of Bank hereunder, provided that, nothing in this sentence shall be construed to increase
any Cross-Guarantor’s obligations hereunder beyond its Maximum Liability.


 


(m)          In
the event any Cross-Guarantor (a “Paying Cross-Guarantor”) shall make any payment or payments under this Cross-Guaranty
or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations under this
Cross-Guaranty, each other Cross-Guarantor (each a “Non-Paying Cross-Guarantor”) shall contribute to such Paying
Cross-Guarantor an amount equal to such Non-Paying Cross-Guarantor’s “Pro Rata Share” of such payment or payments
made, or losses suffered, by such Paying Cross-Guarantor. For purposes of this Section 2.14, each Non-Paying Cross-Guarantor’s
“Pro Rata Share” with respect to any such payment or loss by a Paying Cross-Guarantor shall be determined as
of the date on which such payment or loss was made by reference to the ratio of (i) such Non-Paying Cross-Guarantor’s Maximum
Liability as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder) or,
if such Non-Paying Cross-Guarantor’s Maximum Liability has not been determined, the aggregate amount of all monies received
by such Non-Paying Cross-Guarantor from a Borrower after the date hereof (whether by loan, capital infusion or by other means)
to (ii) the aggregate Maximum Liability of all Cross-Guarantors hereunder (including such Paying Cross-Guarantor) as of such date
(without giving effect to any right to receive, or obligation to make, any contribution hereunder), or to the extent that a Maximum
Liability has not been determined for any Cross-Guarantor, the aggregate amount of all monies received by such Cross-Guarantors
from a Borrower after the date hereof (whether by loan, capital infusion or by other means). Nothing in this provision shall affect
any Cross-Guarantor’s several liability for the entire amount of the Cross-Guaranteed Obligations (up to such Cross-Guarantor’s
Maximum Liability). Each of the Cross-Guarantors covenants and agrees that its right to receive any contribution under this Cross-Guaranty
from a Non-Paying Cross-Guarantor shall be subordinate and junior in right of payment to the payment in full in cash of the Cross-Guaranteed
Obligations. This provision is for the benefit of both Bank and the Cross-Guarantors and may be enforced by any one, or more, or
all of them in accordance with the terms hereof.


 



    	- 14 -



    	 



    

 


(n)          The
liability of each Borrower as a Cross-Guarantor under this Section 2.14 is in addition to and shall be cumulative with all
liabilities of each Borrower to Bank under this Agreement and the other Loan Documents to which such Borrower is a party or in
respect of any obligations or liabilities of the other Borrowers, without any limitation as to amount, unless the instrument or
agreement evidencing or creating such other liability specifically provides to the contrary.


 


1.8         Section
3.1 of the Financing Agreement is hereby amended in its entirety by substituting the following in its place:


 


3.1         Interest
on Loans. Borrowers will pay Bank interest on the Obligations as follows:


 


(i)          Regular
Interest.


 


(a)          Except
as set forth in Section 3.1(ii), and subject to Section 3.1(vi), interest on each Loan and on the principal balance
of all other outstanding Obligations (except that portion of the Obligations, if any, arising under any agreement other than this
Agreement if such other agreement provides for the payment of interest at a rate specified therein) shall accrue at an annual rate
equal to the LIBOR-Based Rate as in effect from time to time.


 


(b)          Except
as set forth in Section 3.1(ii), if Section 3.1(vi) is applicable to any of the Obligations, interest on all such
Obligations (except that portion of the Obligations, if any, arising under any agreement other than this Agreement if such other
agreement provides for the payment of interest at a rate specified therein) shall accrue at an annual rate equal to the Prime-Based
Rate as in effect from time to time.


 


(ii)         Default
Rate. At any time during which an Event of Default has occurred and is continuing, at Bank’s sole option, all Loans and
other Obligations, all past due interest and all fees shall bear interest at (a) a per annum rate equal to the LIBOR Rate, plus
the Applicable Margin, plus an additional 2.0% per annum, or (b) a per annum rate equal to the Prime Rate, plus the Applicable
Margin, plus an additional 2.0% per annum (as applicable under (a) or (b), such interest rate being the “Default Rate”).


 


(iii)        General
Provisions. Interest as aforesaid in this Section 3.1 shall be charged for the actual number of days elapsed over a
year consisting of 360 days on the actual daily balance of the Loans. Interest on the unpaid principal of any Loan shall accrue
from the date such Loan is made to the date such Loan is paid in full.


 



    	- 15 -



    	 



    

 


(iv)         Interest
Payment Dates. Interest on all Loans shall be paid on the Interest Payment Dates for the applicable Types of Loans and upon
the payment or prepayment thereof or the conversion of a Loan to a Loan of another Type; provided, however, that (a) any
interest accrued or accruing at the Default Rate, or accrued or accruing on or after the Facility Termination Date, shall be payable
on the earlier of the applicable Interest Payment Date or demand by Bank and (b) any interest accrued or accruing on the unpaid
principal balance of any other Obligation shall be payable at the times provided in the Loan Documents or, if not so provided,
on demand by Bank.


 


(v)          Continuation
and Conversion of Loans. [Intentionally Omitted].


 


(vi)         Unavailability
of LIBOR Rate Loans. Notwithstanding any other provisions of this Section 3.1 to the contrary, if Bank determines, at
any time, in good faith that (a) deposits in Dollars are not available in the London interbank market or (b) by reason of: (1)
national or international financial, political or economic conditions or (2) any applicable law, treaty, rule or regulation (whether
domestic or foreign) now or hereafter in effect or the interpretation or administration thereof by any Governmental Authority charged
with the interpretation or administration thereof or compliance by Bank with any request or directive of such authority (whether
or not having the force of law), including exchange controls, or as a result of any other condition, including economic conditions,
(A) it is impracticable, unlawful or impossible for Bank to maintain the LIBOR Amount of the LIBOR Rate Loans or any other Obligations
at an interest rate based on the LIBOR Rate, or any condition exists which impairs Bank’s ability
to readily and reliably ascertain the LIBOR Rate (whether due to disruption in the relevant
markets, suspension of quotations, or otherwise), (B) adequate and fair means do not exist for ascertaining the interest
rate applicable hereunder to LIBOR Rate Loans or other Obligations at an interest rate based on the LIBOR Rate, or (C) the LIBOR
Rate determined by Bank will not adequately and fairly reflect the cost to Bank of making or maintaining any LIBOR Rate Loans or
any other Obligations at an interest rate based on the LIBOR Rate, then Bank will give Borrowers prompt notice thereof (and will
thereafter give Borrowers prompt notice of the cessation, if any, of such condition), and, so long as such condition remains in
effect as determined by Bank, the obligations of Bank to make or to continue to fund or maintain LIBOR Rate Loans or any other
Obligations bearing interest at the LIBOR Rate will terminate, and Bank’s Loans then outstanding as LIBOR Rate Loans
and Obligations bearing interest at the LIBOR Rate, if any, will be immediately converted automatically to Prime Rate Loans and
Obligations bearing interest based on the Prime-Based Rate. Moreover, notwithstanding any other provisions of this Section 3.1
to the contrary, Bank shall have the option to convert any outstanding LIBOR Rate Loans to Prime Rate Loans at any time that there
exists an Event of Default.


 



    	- 16 -



    	 



    

 


(vii)        Pricing.
Each of the Applicable LIBOR Rate Margin, the Applicable Prime Rate Margin, the Applicable LOC Fee, and the Applicable Unused Commitment
Fee will be determined from time to time by reference to the table set forth below:


 





	Applicable
 LIBOR Rate
 Margin for
 Revolving
 Loans	 	 	 	Applicable
 Prime Rate
 Margin For
 Revolving
 Loans	 	 	 	 
 
 
Applicable
 LOC Fee
	 	 	 	 
Applicable
 Unused
 Commitment
 Fee
	 
	2.50	%	 	 	0.0	%	 	 	2.50	%	 	 	0.25	%





 


1.9         The
reference to “Prime Rate Loan” in Section 3.7 of the Financing Agreement is hereby amended by substituting a
reference to “LIBOR Rate Loan” for such reference to “Prime Rate Loan” where “Prime Rate Loan”
appears therein.


 


1.10       Section
5.1 of the Financing Agreement is hereby amended in its entirety by substituting the following in its place:


 


5.1           Security
Documents. The Obligations shall be secured (in such order as may be determined by Bank in its discretion) by a first priority
Lien on all Loan Collateral (subject to Permitted Liens), including a first priority security interest in all of the Collateral
pursuant to the Security Agreements and accompanying financing statements.         


 


1.11       Section
9.1 of the Financing Agreement is hereby amended in its entirety by substituting the following in its place:


 


9.1           Corporate
Status. EQMI is duly organized and is and shall remain validly existing and in good standing under the laws of Ohio, and EQE
is duly organized and is and shall remain validly existing and in good standing under the laws of Indiana. Each Borrower (i) is
and shall remain qualified to do business as a foreign corporation under the laws of the jurisdictions listed on Schedule 9.1
and under the laws of each other jurisdiction in which the failure to be so qualified and in good standing would have a Material
Adverse Effect, and (ii) has and shall maintain all requisite power and authority, corporate or otherwise, to conduct its business,
to own its property, to execute, deliver and perform all of its obligations under this Agreement and each of the other Loan Documents,
and to grant the Liens on the Loan Collateral. No Borrower is (a) an “investment company”, (b) an “investment
adviser”, (c) a company “controlled” by an “investment company” as such terms are defined in the
Investment Company Act of 1940, as amended, or (d) a “holding company” as that term is defined in, and is not otherwise
subject to regulation under, the Public Utility Holding Company Act of 1935, as amended. EQMI is a contractor in good standing
with the United States, and is a “small business” under the United States Small Business Administration guidelines.


 



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1.12       Section
9.6 of the Financing Agreement is hereby amended in its entirety by substituting the following in its place:


 


9.6           Indebtedness.
Except for (i) Indebtedness disclosed in the Financials delivered on or before the Closing Date, (ii) the Obligations, (iii) Indebtedness
(a) which is unsecured, (b) which is not for borrowed money, (c) which has been incurred in the ordinary course of Borrower’s
business, (d) which is not otherwise prohibited under any provision of this Agreement, and (e) the nonpayment of or other default
under which would not have a Material Adverse Effect, (iv) the EQE Acquisition Debt, and (v) other Indebtedness permitted to be
incurred or paid by Borrower pursuant to Section 10.10, Borrower has no Indebtedness. Except as otherwise set forth or reflected
in the Financials, no Borrower has guaranteed the obligations of any Person (except for the Cross-Guaranty and by indorsement of
negotiable instruments payable at sight for deposit or collection or similar banking transactions in the usual course of Borrowers’
business).


 


1.13       Clause
(i) in the opening paragraph of Section 10.10 is hereby amended in its entirety by substituting the following in its place:


 


(i)    Other
than the Obligations and the Cross-Guaranty, Borrowers will not incur any Indebtedness other than:


 


1.14       Clause
(d) of Section 10.18 is hereby amended in its entirety by substituting the following in its place, including the addition
of new clauses (e) and (f), in its proper alphabetical order, in addition thereto:


 


(d)          Borrowers
may make Permitted Intercompany Advances and Permitted Joint Venture Advances;


 


(e)          EQE
may make lawful cash dividends and distributions to EQMI; and


 



    	- 18 -



    	 



    

 


(f)          EQMI
may make the Permitted Redemption Distributions.


 


1.15       Section
10.19 of the Financing Agreement is hereby amended in its entirety by substituting the following in its place:


 


10.19         Redemption
of Stock. Borrowers will not voluntarily or pursuant to any contractual or other obligations, redeem, retire, purchase, repurchase
or otherwise acquire, directly or indirectly, or exercise any call rights relating to, any of Borrowers’ Capital Stock or
any other securities now or hereafter issued by Borrowers (including any warrants or options for any Capital Stock of Borrowers);
provided that EQMI may make redemptions of EQMI’s Capital Stock pursuant to, and in accordance with, the Stock Option
Program and the Stock Restriction Agreements (collectively, “Permitted Redemption Distributions”) so long as,
in each case, at the time of such redemptions and after giving effect thereto, each of the following conditions are met: (i) no
Event of Default exists or would be created thereby, and (ii) Borrowers are in compliance with the Financial Covenants, on a pro
forma basis.


 


1.16       Section
10.22 of the Financing Agreement is hereby amended in its entirety by substituting the following in its place:


 


10.22         
Affiliate Transactions. Borrowers will not enter into, or be a party to, any transaction with any of Borrowers’ Affiliates,
except that Borrowers may (i) enter into the Merger Agreement, the Shareholders Agreement, the Stock Restriction Agreements, each
Employment Agreement, each Non-Competition Agreement, and the Warrants, (ii) enter into the Stock Option Program and make Permitted
Redemption Distributions, and (iii) (a) enter into transactions in the ordinary course of Borrowers’ business pursuant to
the reasonable requirements of Borrowers’ business and (b) upon fair and reasonable terms which are fully disclosed to Bank
and are no less favorable to Borrowers than Borrowers could obtain in a comparable arm’s length transaction with a Person
who is not Borrowers’ Affiliate; however, other than Permitted Intercompany Advances, Permitted Joint Venture Advances,
and Permitted Redemption Distributions, Borrowers may not (1) extend credit to, or have amounts owing from, their Affiliates or
(2) pay in whole or in part any Indebtedness of Borrowers to any Affiliate.


 


1.17       Section
10 of the Financing Agreement is hereby amended by the addition of a new Section 10.31, in its proper numerical order,
to provide in its entirety as follows:


 



    	- 19 -



    	 



    

 


10.31         Changes
to Stock Option Program. Borrowers will not seek, agree to or permit, directly or indirectly, the amendment, waiver or other
change to (i) any of the terms of payment of or applicable to, or the provisions governing the payment and performance of the obligations
under or applicable to, or default provisions of or applicable to, the Stock Option Program or (ii) any other material term of
or applicable to the Stock Option Program. For purposes of this Section 10.31, “material” means any modification,
waiver, or amendment of the Stock Option Program, which, in the judgment of Bank exercised in good faith, could (a) adversely affect
any of Bank’s rights or remedies under the Loan Documents, the value of the Loan Collateral, or Bank’s security interest
in or other Lien on the Loan Collateral (including the priority of Bank’s interests) or (b) create or result in an Event
of Default.


 


1.18       Section
1.2(iii) of Exhibit F to the Financing Agreement is hereby amended in its entirety by substituting the following in
its place:


 


(iii)        “Fixed
Charges” means, for the applicable 12 Month Period, the total (without duplication), in Dollars, of (all as determined
in accordance with GAAP consistently applied): (a) the principal amount of Borrowers’ long-term debt and obligations, in
each case, paid or which were scheduled to be paid during the applicable 12 Month Period; (b) scheduled capital lease payments
paid or which were scheduled to be paid during the applicable 12 Month Period; (c) Borrowers’ aggregate interest expense
for the applicable 12 Month Period, including interest paid on the Obligations, all Indebtedness, capital lease obligations and
any other Indebtedness for the applicable 12 Month Period (including amortization of original issue discount and non-cash interest
payments), and (d) the aggregate amount of cash payments made by EQMI as Permitted Redemption Distributions for the applicable
12 Month Period.


 


1.19       Section
2(ii) of Exhibit F to the Financing Agreement is hereby amended in its entirety by substituting the following in its
place:


 


(ii)         The
Financial Covenants will be based on Borrowers’ financial performance consolidated with each other and unconsolidated with
any other Person.


 


1.20       Exhibit
A to the Financing Agreement is hereby amended in its entirety by substituting the document attached hereto as Exhibit A
in its place. Exhibit C to the Financing Agreement is hereby amended in its entirety by substituting the document attached
hereto as Exhibit C in its place. Schedule 1 to the Financing Agreement is hereby amended in its entirety by substituting
the document attached hereto as Schedule 1 in its place. Schedule 4 to the Financing Agreement is hereby amended
in its entirety by substituting the document attached hereto as Schedule 4 in its place. Schedule 9.1 to the Financing
Agreement is hereby amended in its entirety by substituting the document attached hereto as Schedule 9.1 in its place. Schedule
9.5 to the Financing Agreement is hereby amended by the addition of the document attached hereto as Schedule 9.5, to
be added to the end of the existing Schedule 9.5. Schedule 9.17 to the Financing Agreement is hereby amended in its
entirety by substituting the document attached hereto as Schedule 9.17 in its place. Schedule 9.18 to the Financing
Agreement is hereby amended in its entirety by substituting the document attached hereto as Schedule 9.18 in its place.
Schedule 9.20 to the Financing Agreement is hereby amended in its entirety by substituting the document attached hereto
as Schedule 9.20 in its place. Schedule 9.24 to the Financing Agreement is hereby amended in its entirety by substituting
the document attached hereto as Schedule 9.24 in its place.


 



    	- 20 -



    	 



    

 


2.          Waiver
of Existing Defaults; Consents by Bank; Conversion of Existing Loans and other Obligations on the Effective
Date.


 


2.1           Waiver
of Existing Defaults. Certain Events of Default (collectively, the “Existing Defaults”) have occurred under
Section 10.28 as a result of the violation of the Fixed Charge Coverage Ratio for the Fiscal Quarters ended June 30, 2008
and September 30, 2008. Borrowers have requested that Bank waive the Existing Defaults. Bank hereby waives the Existing Defaults.
The waivers provided in this Section 2.1, either alone or together with other waivers which Bank may give from time to time,
shall not, by course of dealing, implication or otherwise, obligate Bank to waive any Event of Default, past, present or future,
other than those specifically waived by this Amendment, or reduce, restrict or in any way affect the discretion of Bank in considering
any future waiver requested by Borrowers. The foregoing Events of Default are not intended to be a complete list of all Events
of Default now existing or having previously occurred and will not be deemed to limit or estop Bank from exercising any rights
or remedies with respect to any such other Event of Default.


 


2.2           Consents
by Bank. Borrowers have requested that Bank consent to (i) the recognition of EQE as a Borrower under the Financing Agreement
and the other Loan Documents (the “EQE Borrower Recognition”); (ii) the Stock Option Program (as defined in
Section 1.2 of this Amendment); and (iii) the release of each of the following life insurance policies (the “Released
Life Insurance Policies”): (a) First Colony Policy No. 565211 on the life of David Dunbar in the amount of $400,000,
(b) Chase Policy No. FK5206188 on the life of David Dunbar in the amount of $750,000, (c) CAN Policy No. V1LDOO7712 on the life
of Kevin Fox in the amount of $500,000, and (d) Transamerica Policy No. 42126980 on the life of William Kemner in the amount of
$1,250,000. Subject to the terms, and on the conditions, of this Amendment, Bank hereby consents to the EQE Borrower Recognition,
the Stock Option Program, and the release of the Released Life Insurance Policies. The consents provided in this Section 2,
and the release of the Released Life Insurance Policies effected in connection with this Amendment, either alone or together with
other consents, or releases of Loan Collateral, as applicable, which Bank may give from time to time, shall not, by course of dealing,
implication or otherwise, obligate Bank to consent to (1) any inclusion or recognition of any other Person as a Borrower under
the Loan Documents, (2) any other stock option plan, or (3) any release of any Loan Collateral, in each case whether past, present
or future, other than the EQE Borrower Recognition, the Stock Option Program, and the release of the Released Life Insurance Policies
specifically consented to by this Amendment, or reduce, restrict or in any way affect the discretion of Bank in considering any
future consent requested by Borrowers.


 



    	- 21 -



    	 



    

 


2.3           Conversion
of Existing Loans and other Obligations on the Effective Date. On the Effective Date, all existing Loans and other Obligations
outstanding will be automatically converted to bear interest at the rate provided in Section 3.1(i) of the Financing Agreement
as amended by this Amendment. However, no such Obligations shall be subject to any Interest Differential (as defined in Section
3.1(i)(d) of the Financing Agreement as in effect prior to the Effective Date) or any other break funding which would have
been required under the Financing Agreement prior to the effectiveness of this Amendment. If the Effective Date occurs on a date
other than on a Reprice Date, the initial one-month LIBOR rate shall be that one-month LIBOR rate in effect two New York Banking
Days prior to the date of the Effective Date, which rate plus the Applicable LIBOR Rate Margin shall be in effect until the next
Reprice Date, subject to the terms of the Financing Agreement.


 


3.          Conditions;
Other Documents. As a condition precedent to the effectiveness of this Amendment and the consents delineated in Section
2 of this Amendment, with the signing of this Amendment, Borrowers will deliver, or cause to be delivered, to Bank: (i) the
Amended and Restated Revolving Loan Note (the “Amended and Restated Revolving Note”) in the form of Exhibit
B attached hereto; (ii) a Joinder Agreement and Amended and Restated Security Agreement, in each case duly executed by EQE,
each in form and substance satisfactory to Bank; (iii) copies, certified by the Secretary of each Borrower, of resolutions of the
Board of Directors or managers, as applicable, of such Borrower, authorizing the execution of this Amendment and all other documents
executed in connection herewith, which certificates and resolutions will be in form and substance satisfactory to Bank; (iv) the
Reaffirmation of Subordination set forth after the signatures below, duly executed by Argentum; and (v) such other documents, instruments,
and agreements deemed necessary by Bank to effect the amendments to Borrowers’ credit facilities with Bank contemplated by
this Amendment.


 


4.          Representations.
To induce Bank to accept this Amendment, Borrowers hereby represent and warrant to Bank as follows:


 


4.1           Each
Borrower has full power and authority to enter into, and to perform its obligations under, this Amendment and the other Loan Documents
executed, amended, or amended and restated in connection herewith (collectively, the “Third Amendment Documents”)
and the execution and delivery of, and the performance of its obligations under and arising out of, each Third Amendment Document
has been duly authorized by all necessary corporate or limited liability company action, as applicable.


 


4.2           Each
Third Amendment Document constitutes the legal, valid and binding obligations of such Borrower enforceable in accordance with its
terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally.


 


4.3           Each
of Borrowers’ representations and warranties contained in the Loan Documents are complete and correct in all material respects
as of the date of this Amendment with the same effect as though these representations and warranties had been made again on and
as of the date of this Amendment (except where such representations and warranties speak solely as of an earlier date), subject
to those changes as are not prohibited by, or do not constitute Events of Default under, the Financing Agreement.


 



    	- 22 -



    	 



    

 


4.4           No
Event of Default has occurred and is continuing under the Financing Agreement, other than the Existing Defaults.


 


5.          Costs
and Expenses. As a condition of this Amendment, Borrowers will promptly on demand pay or reimburse Bank for the costs and
expenses incurred by Bank in connection with this Amendment, including, without limitation, Attorneys’ Fees.


 


6.          Release.
Each Borrower hereby releases Bank from any and all liabilities, damages and claims arising from or in any way related to the Obligations
or the Loan Documents, other than such liabilities, damages and claims which arise after the execution of this Amendment. The foregoing
release does not release or discharge, or operate to waive performance by, Bank of its express agreements and obligations stated
in the Loan Documents on and after the date of this Amendment.


 


7.          Default.
Any default by Borrowers in the performance of Borrowers’ obligations under this Amendment shall constitute an Event of Default
under the Financing Agreement.


 


8.          Continuing
Effect of the Financing Agreement; Security. Except as expressly amended hereby, all of the provisions of the Financing
Agreement are ratified and confirmed and remain in full force and effect. Borrowers and Bank hereby expressly intend that this
Amendment shall not in any manner: (a) constitute the refinancing, refunding, payment or extinguishment of the Obligations evidenced
by the existing Loan Documents; (b) be deemed to evidence a novation of the outstanding balance of the Obligations; or (c) affect,
replace, impair, or extinguish the creation, attachment, perfection or priority of the Liens on the Loan Collateral granted pursuant
to the Loan Documents. Each Borrower ratifies and reaffirms any and all grants of Liens to Bank on the Loan Collateral as security
for the Obligations, and each Borrower acknowledges and confirms that the grants of the Liens to Bank on the Loan Collateral: (i)
represent continuing Liens on all of the Loan Collateral, (ii) secure all of the Obligations, and (iii) represent valid, first
and best Liens on all of the Loan Collateral except to the extent, if any, of the Permitted Liens.


 


9.          One
Agreement; References; Fax Signature. The Financing Agreement, as amended by this Amendment, will be construed as one agreement.
All references in any of the Loan Documents to (a) the Financing Agreement will be deemed to be references to the Financing Agreement
as amended by this Amendment and (b) the Revolving Loan Note will be deemed to be references to the Amended and Restated Revolving
Loan Note. This Amendment may be signed by facsimile signatures or other electronic delivery of an image file reflecting the execution
thereof, and if so signed, (i) may be relied on by each party as if the documents were a manually signed original and (ii) will
be binding on each party for all purposes.


 


10.         Captions.
The headings to the Sections of this Amendment have been inserted for convenience of reference only and shall in no way modify
or restrict any provisions hereof or be used to construe any such provisions.


 



    	- 23 -



    	 



    

 


11.         Counterparts.
This Amendment may be executed in multiple counterparts, each of which shall be an original but all of which together shall constitute
one and the same instrument.


 


12.         Entire
Agreement. This Amendment, together with the other Loan Documents, sets forth the entire agreement of the parties with
respect to the subject matter of this Amendment and supersedes all previous understandings, written or oral, in respect of this
Amendment.


 


13.         Governing
Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of Ohio (without
regard to Ohio conflicts of law principles).


 


14.         Indiana
State Tax Liens. Within 45 days of the Effective Date, Borrowers shall provide to Bank evidence, in form and substance
satisfactory to Bank, that the tax Liens listed in Section C of Schedule 4 have been released. Nothing in this Section
14 shall impair Bank’s right to implement reserves against the Borrowing Base in accordance with the Financing Agreement,
and Bank intends to implement reserves, on and after the Effective Date in respect of such tax Liens.


 


[Signature Page Follows]


 



    	- 24 -



    	 



    

 


IN WITNESS WHEREOF,
this Amendment has been duly executed by Borrowers as of the Effective Date.


 


	 	ENVIRONMENTAL QUALITY
	 	MANAGEMENT, INC.
	 	 	 
	 	By:	/s/ Jack S. Greber
	 	 	Jack S. Greber, President
	 	 	 
	 	EQ ENGINEERS, LLC
	 	 	 
	 	By:	 /s/ Jack S. Greber
	 	 	Jack S. Greber, Manager


 


Accepted at Cincinnati, Ohio


as of the Effective Date.


 


U.S. BANK NATIONAL ASSOCIATION


 


	By:	/s/ Joseph J. Scaglione	 
	 	Joseph J. Scaglione, Vice President	 


 



    	 



    	 



    

 






 


REAFFIRMATION OF SUBORDINATION


 


The undersigned (“Subordinated
Creditor”) hereby: (i) consents to the execution and delivery of the foregoing Third Amendment to Financing Agreement
(the “Third Amendment”) made by Environmental Quality Management, Inc., an Ohio corporation (“EQMI”),
and EQ Engineers, LLC, an Indiana limited liability company, to U.S. Bank National Association, a national banking association
(“Lender”); (ii) ratifies and reaffirms its letter agreement regarding the Subordination of Agreement and Plan
of Merger dated October 31, 2006, made by Subordinated Creditor to Lender (the “Subordination Agreement”); and
(iii) acknowledges and agrees that Subordinated Creditor is not released from its obligations under the Subordination Agreement
by reason of the Third Amendment or the documents, instruments or agreements executed in connection therewith and that the obligations
of Subordinated Creditor under the Subordination Agreement extend, among other Obligations of EQMI to Lender and subject to the
terms of the Subordination Agreement, to the Obligations of EQMI under the Third Amendment and the documents, instruments or agreements
executed in connection therewith. Without limiting any of the foregoing, Subordinated Creditor further acknowledges receipt of
a copy of the Third Amendment.


 


This Reaffirmation
of Subordination (this “Reaffirmation”) shall not be construed, by implication or otherwise, as imposing any
requirement that Lender notify or seek the consent of Subordinated Creditor relative to any past or future extension of credit,
or modification, extension or other action with respect thereto, in order for any such extension of credit or modification, extension
or other action with respect thereto to be subject to the Subordination Agreement.


 


All capitalized terms
used in this Reaffirmation and not otherwise defined herein shall have the meanings ascribed thereto in the Third Amendment. This
Reaffirmation may be signed by facsimile signatures or other electronic delivery of an image file reflecting the execution hereof,
and, if so signed: (i) may be relied on by Lender as if the document were a manually signed original and (ii) will be binding on
Subordinated Creditor for all purposes.


 


IN WITNESS WHEREOF,
the undersigned has executed this Reaffirmation to be effective as of the Effective Date.


 


	 	ARGENTUM CAPITAL PARTNERS II, L.P.	 


 


	 	By: 	 	 	 	 
	 	 	 	,	 	 


 



    	 



    	 



    

 


EXHIBIT A


 


REVOLVING LOAN ADVANCE REQUEST FORM


 


	Time Due:	12:00 noon, Cincinnati, Ohio time,
	 	on the proposed Borrowing Date


 


Via Fax: (513) 632-2040


 


U.S. Bank National Association


Location CN-OH-W14S


425 Walnut Street


Cincinnati, Ohio 45202


		Attn:	Mr. Joseph J. Scaglione, Vice President



 


Reference is made to
the Financing Agreement dated as of October 31, 2006 among U.S. Bank National Association (“Bank”), Environmental
Quality Management, Inc., an Ohio corporation (“EQMI”), and EQ Engineers, LLC, an Indiana limited liability
company (“EQE” and together with EQMI, collectively, “Borrowers”) (such Financing Agreement,
as it now exists or as it may be amended, modified or restated from time to time, is referred to as the “Financing Agreement”).
Capitalized terms used, but not defined, in this Revolving Loan Advance Request Form (this “Advance Request”)
will have the meanings given to them in the Financing Agreement.


 


Borrowers are delivering
this Advance Request to Bank pursuant to Section 2.6 of the Financing Agreement. Borrowers hereby request:


 


(1)         a
Revolving Loan in the amount of $___________, which Revolving Loan shall be made by transferring the amount of the Revolving Loan
to the Operating Account of Borrowers at Bank, as contemplated by the Financing Agreement;


 


(2)         that
the date for the requested Revolving Loan is ____________, ____;


 


Borrowers certify to
Bank that:


 


(i)          the
person signing this Advance Request is duly authorized to execute and deliver it to Bank on behalf of Borrowers;


 


(ii)         the
Revolving Loan requested by this Advance Request is made in accordance with the Financing Agreement;


 


(iii)        the
Revolving Loan requested by this Advance Request is not revocable by Borrowers;


 


(iv)        the
representations and warranties set forth in the Financing Agreement are true and correct as of the date hereof with the same effect
as though such representations and warranties had been made again on and as of the date hereof, subject to such changes as are
not prohibited thereby or do not constitute Events of Default thereunder; and


 


(v)         no
Event of Default has occurred or is continuing or will result from the requested Revolving Loan.


 


	Dated: ______________, 20__.	Environmental Quality Management, Inc.	 
	 	EQ Engineers, LLC	 


 


	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 



    	 



    	 



    

 


EXHIBIT B


 


AMENDED AND RESTATED REVOLVING LOAN
NOTE


 


	$20,000,000.00	Cincinnati, Ohio


November 1, 2006


First Amendment and Restatement February
10, 2009


(Effective Date)


 


For value received, the undersigned, ENVIRONMENTAL
QUALITY MANAGEMENT, INC., an Ohio corporation (“EQMI”), and EQ ENGINEERS, LLC, an Indiana limited liability company
(“EQE” and together with EQMI, each a “Borrower” and, collectively, “Borrowers”), hereby jointly
and severally promise to pay to the order of U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Bank”),
on or before the Facility Termination Date under the Financing Agreement dated as of October 31, 2006, as amended by the First
Amendment to Financing Agreement dated as of October 1, 2007, the Second Amendment to Financing Agreement dated as of September
12, 2008, and the Third Amendment to Financing Agreement dated of even date herewith (as amended and as the same may hereafter
be further amended, supplemented or restated from time to time, the “Financing Agreement”) by and among Borrowers and
Bank, in lawful money of the United States of America and in immediately available funds, the principal sum of TWENTY MILLION AND
00/100 DOLLARS ($20,000,000) or, if less, the aggregate unpaid principal amount of all Revolving Loans made by Bank to Borrowers
pursuant to the terms of the Financing Agreement, together with interest from the date hereof until this Amended and Restated Revolving
Loan Note (this “Note”) is fully paid on the principal amount hereunder remaining unpaid from time to time, computed
in the manner, and at the rates from time to time in effect, under the Financing Agreement. The principal hereof and interest accruing
thereon shall be due and payable as provided in the Financing Agreement.


 


This Note is the Revolving Loan Note referred
to in the Financing Agreement and is entitled to the benefits and security, and is subject to the terms and conditions, of the
Financing Agreement, including, without limitation, acceleration upon the terms provided therein and in the other Loan Documents.
All capitalized terms used herein which are defined in the Financing Agreement and not otherwise defined herein shall have the
meanings given in the Financing Agreement.


 


This Note is subject to voluntary and mandatory
prepayment, in full or in part, in accordance with, and subject to the terms of, the Financing Agreement.


 


Upon the occurrence of an Event of Default,
and after the lapse of any applicable period of cure, the outstanding principal balance hereunder, together with any accrued but
unpaid interest and together with all of the other Obligations, may be accelerated and become immediately due and payable at the
option of Bank and without demand or notice of any kind (which are hereby expressly waived by Borrowers).


 


Borrowers hereby agree to pay all costs
of collection, including Attorneys’ Fees, if this Note is not paid when due, whether or not legal proceedings are commenced.


 



    	 



    	 



    

 


Presentment or other demand for payment,
notice of dishonor and protest are hereby expressly waived by Borrowers.


 


All of the obligations of Borrowers hereunder
are joint, several and primary. No Borrower shall be or be deemed to be an accommodation party with respect to this Note.


 


This Note is issued, not as a refinancing
or refunding of or payment toward, but as a continuation of, the Prior Note Obligations, together with any and all additional Revolving
Loans incurred under this Note; provided that the unpaid principal balance of such Prior Note Obligations, together with
any and all such additional Revolving Loans incurred under this Note, shall not exceed the maximum principal amount of this Note
(the “Principal Amount Cap”). Accordingly, this Note shall not be construed as a novation or extinguishment
of the Prior Note Obligations, and its issuance shall not affect the priority of any Lien granted in connection with the Prior
Note. This Note amends and restates the Prior Note in its entirety. Interest accrued under the Prior Note prior to the date of
this Note remains accrued and unpaid under this Note up to the Principal Amount Cap and does not constitute any part of the principal
amount of the Indebtedness evidenced hereby. The entire unpaid principal balance of the Prior Note Obligations shall, together
with any and all additional Revolving Loans incurred under this Note, continue in existence under this Note up to the Principal
Amount Cap, which Obligations (including, but not limited to, such Prior Note Obligations) each Borrower acknowledges, affirms,
and confirms to Bank. The Indebtedness evidenced by this Note will continue to be secured by all of the Loan Collateral and other
security granted to, or for the benefit of, Bank under the Prior Note and the other Loan Documents. As used herein, (i) “Prior
Note” means that certain Revolving Loan Note dated as of November 1, 2006, made by EQMI to the order of Bank in the principal
amount of $20,000,000 (together with all prior amendments thereto or restatements thereof) and (ii) “Prior Note Obligations”
means the Obligations of Borrowers to Bank created or existing under, pursuant to, as a result of, or arising out of, the Prior
Note.


 


THIS NOTE HAS BEEN DELIVERED AND ACCEPTED
AT AND SHALL BE DEEMED TO HAVE BEEN MADE AT CINCINNATI, OHIO. THIS NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
OHIO (WITHOUT REFERENCE TO OHIO CONFLICTS OF LAW PRINCIPLES).


 


AS A SPECIFICALLY BARGAINED INDUCEMENT
FOR BANK TO ENTER INTO THE FINANCING AGREEMENT AND EXTEND CREDIT TO BORROWERS, BORROWERS AND BANK AGREE THAT ANY ACTION, SUIT OR
PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS NOTE, ITS VALIDITY OR PERFORMANCE, AND WITHOUT LIMITATION ON THE ABILITY OF BANK,
ITS SUCCESSORS AND ASSIGNS, TO EXERCISE ALL RIGHTS AS TO THE LOAN COLLATERAL AND TO INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION
ACTIONS RELATED TO REPAYMENT OF THE OBLIGATIONS, SHALL, AT THE SOLE OPTION OF BANK, BE INITIATED AND PROSECUTED AS TO BORROWERS
AND BANK AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATI, OHIO. BANK AND BORROWERS EACH CONSENT TO AND SUBMIT TO THE EXERCISE OF
JURISDICTION OVER THEIR RESPECTIVE PERSONS BY ANY COURT SITUATED AT CINCINNATI, OHIO HAVING JURISDICTION OVER THE SUBJECT MATTER,
AND EACH CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWERS AND BANK AT THEIR RESPECTIVE ADDRESSES
SET FORTH IN SECTION 15.9 OF THE FINANCING AGREEMENT OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF OHIO. BORROWERS
WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS
TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.


 



    	- 3 -



    	 



    

 


AS A SPECIFICALLY BARGAINED INDUCEMENT
FOR BANK TO ENTER INTO THE FINANCING AGREEMENT AND EXTEND CREDIT TO BORROWERS, BORROWERS AND BANK EACH WAIVE TRIAL BY JURY WITH
RESPECT TO ANY ACTION, CLAIM, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS NOTE OR THE CONDUCT OF THE RELATIONSHIP AMONG
BANK AND BORROWERS.


 


[Signature Page Follows]


 



    	- 4 -



    	 



    

 


In Witness Whereof,
Borrowers have caused this Note to be executed and delivered by their duly authorized officers as of the day and year and at the
place set forth above.


 


	 	ENVIRONMENTAL QUALITY MANAGEMENT, INC.
	 	 
	 	By:	 
	 	 	Jack S. Greber, President
	 	 	 
	 	EQ ENGINEERS, LLC
	 	 	 
	 	By:	 
	 	 	Jack S. Greber, Manager


 



    	 



    	 



    

 


EXHIBIT C


 


(Borrowing Base Certificate)


 


See attached.


 



    	 



    	 



    

 





Exhibit
C:


BORROWING
BASE CERTIFICATE


 


	TO:	U.S. Bank National Association	Certificate No.	_________
	FROM:	Environmental Quality Management, Inc. ("EQMI") and	Certificate Date:	__/__/__
	 	EQ Engineers, LLC ("EQE" and together with EQMI,	Activity From:	__/__/__
	 	collectively, "Borrowers")	To:	__/__/__


 


	 	 	 	 	 	BORROWERS
    (AGGREGATE)	 
	 	 	 	 	 	A/R	 	 	JOINT VENTURE
    A/R	 	 	UNBILLED REVENUE	 
	 	1	 	 	Balance from Previous Cert. # _____ as of __/__/__  	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	 	2	 	 	Add: Gross Invoices since last Certificate	 	 	0.00	 	 	 	0.00	 	 	 	 	 
	 	3	 	 	Less: Credit Memos since last Certificate	 	 	0.00	 	 	 	0.00	 	 	 	 	 
	 	4	 	 	Total Cash Collections since last Certificate	 	 	0.00	 	 	 	0.00	 	 	 	 	 
	 	5	 	 	 - Non A/R Collections since last Certificate	 	 	0.00	 	 	 	0.00	 	 	 	 	 
	 	6	 	 	 + Discounts & Allow. since last Certificate	 	 	0.00	 	 	 	0.00	 	 	 	 	 
	 	7	 	 	= Total Gross Payments Posted to A/R (4-5+6)	 	 	 	 	 	 	 	 	 	 	 	 
	 	8	 	 	+ Misc. Debit Adjustments	 	 	0.00	 	 	 	0.00	 	 	 	 	 
	 	9	 	 	- Misc. Credit Adjustments	 	 	0.00	 	 	 	0.00	 	 	 	 	 
	 	10	 	 	A/R BALANCE THIS CERTIFICATE (1+2-3-7+8-9)	 	 	 	 	 	 	 	 	 	 	 	 
	 	11	 	 	Unbilled Revenue since last Certificate	 	 	 	 	 	 	 	 	 	 	0.00	 
	 	12	 	 	Billings in excess of Unbilled Revenue since last Certificate	 	 	 	 	 	 	 	 	 	 	0.00	 
	 	12	 	 	Less Ineligibles as of this Certificate	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	 	13	 	 	Eligible Receivables (A/R) & Eligible Unbilled Revenue	 	 	 	 	 	 	 	 	 	 	 	 
	 	14	 	 	Approved Rate of Advance	 	 	80	%	 	 	80	%	 	 	60	%
	 	15	 	 	Availability (13 x 14)	 	 	 	 	 	 	 	 	 	 	 	 
	 	16	 	 	Loan Sublimit	 	 	20,000,000.00	 	 	 	1,000,000.00	 	 	 	6,000,000.00	 
	 	17	 	 	Lesser of Availability or Sublimit (15 or 16)	 	 	20,000,000.00	 	 	 	1,000,000.00	 	 	 	6,000,000.00	 
	 	18	 	 	Combined Availability (A/R, Joint Venture A/R & Unbilled Rev.)	 	 	 	 	 	 	 	 	 	 	 	 
	 	19	 	 	Facility Cap for Revolving Portion of Loan Only	 	 	20,000,000.00	 	 	 	 	 	 	 	 	 
	 	20	 	 	Lessor of the Facility Cap or Total Availability (18 or 19)	 	 	20,000,000.00	 	 	 	 	 	 	 	 	 
	 	21	 	 	Less: Letters of Credit	 	 	0.00	 	 	 	 	 	 	 	 	 
	 	22	 	 	Less: Loan Reserve	 	 	0.00	 	 	 	 	 	 	 	 	 
	 	23	 	 	NET AVAILABILITY (20-21-22)	 	 	20,000,000.00	 	 	 	 	 	 	 	 	 
	 	24	 	 	Loan Balance from Previous Cert. # __________	 	 	0.00	 	 	 	 	 	 	 	 	 
	 	25	 	 	- Total Cash Collections (same as 4)	 	 	0.00	 	 	 	 	 	 	 	 	 
	 	26	 	 	+ Total Loan Advances	 	 	0.00	 	 	 	 	 	 	 	 	 
	 	27	 	 	+ Loan Fees Charged	 	 	0.00	 	 	 	 	 	 	 	 	 
	 	28	 	 	+/- Other Adjustments	 	 	0.00	 	 	 	 	 	 	 	 	 
	 	29	 	 	= LOAN BALANCE THIS CERTIFICATE	 	 	0.00	 	 	 	 	 	 	 	 	 
	 	30	 	 	EXCESS (DEFICIT) AVAILABILITY (23-29)	 	 	20,000,000.00	 	 	 	 	 	 	 	 	 



 


The undersigned certifies that
the foregoing report is true, correct and complete and in accordance with the terms of the Financing Agreement between Borrowers
and Bank and that no Event of Default has occurred or is continuing under the Financing Agreement.


 


	By:	 	 
	 	 	 
	Title:	 	 


 



    	 



    	 



    

 


BORROWING
BASE CERTIFICATE


(Environmental
Quality Management, Inc.)


 


To: U.S. Bank National Association


Client Name: Environmental Quality Management, Inc., et al.


 


	 	 	 	 	 	ENVIRONMENTAL
    QUALITY MANAGEMENT, INC.	 
	 	 	 	 	 	A/R	 	 	JOINT VENTURE
    A/R	 	 	UNBILLED REVENUE	 
	 	1	 	 	Balance from Previous Cert. # _____ as of __/__/__  	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	 	2	 	 	Add: Gross Invoices since last Certificate	 	 	0.00	 	 	 	0.00	 	 	 	 	 
	 	3	 	 	Less: Credit Memos since last Certificate	 	 	0.00	 	 	 	0.00	 	 	 	 	 
	 	4	 	 	Total Cash Collections since last Certificate	 	 	0.00	 	 	 	0.00	 	 	 	 	 
	 	5	 	 	 - Non A/R Collections since last Certificate	 	 	0.00	 	 	 	0.00	 	 	 	 	 
	 	6	 	 	 + Discounts & Allow. since last Certificate	 	 	0.00	 	 	 	0.00	 	 	 	 	 
	 	7	 	 	= Total Gross Payments Posted to A/R (4-5+6)	 	 	 	 	 	 	 	 	 	 	 	 
	 	8	 	 	+ Misc. Debit Adjustments	 	 	0.00	 	 	 	0.00	 	 	 	 	 
	 	9	 	 	- Misc. Credit Adjustments	 	 	0.00	 	 	 	0.00	 	 	 	 	 
	 	10	 	 	A/R BALANCE THIS CERTIFICATE (1+2-3-7+8-9)	 	 	 	 	 	 	 	 	 	 	 	 
	 	11	 	 	Unbilled Revenue since last Certificate	 	 	 	 	 	 	 	 	 	 	0.00	 
	 	12	 	 	Billings in excess of Unbilled Revenue since last Certificate	 	 	 	 	 	 	 	 	 	 	0.00	 
	 	12	 	 	Less Ineligibles as of this Certificate	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	 	13	 	 	Eligible Receivables (A/R) & Eligible Unbilled Revenue	 	 	 	 	 	 	 	 	 	 	 	 
	 	14	 	 	Approved Rate of Advance	 	 	80	%	 	 	80	%	 	 	60	%
	 	15	 	 	Availability (13 x 14)	 	 	 	 	 	 	 	 	 	 	 	 
	 	16	 	 	Loan Sublimit	 	 	20,000,000.00	 	 	 	1,000,000.00	 	 	 	6,000,000.00	 
	 	17	 	 	Lesser of Availability or Sublimit (15 or 16)	 	 	20,000,000.00	 	 	 	1,000,000.00	 	 	 	6,000,000.00	 
	 	18	 	 	Combined Availability (A/R, Joint Venture A/R & Unbilled Rev.)	 	 	 	 	 	 	 	 	 	 	 	 
	 	19	 	 	Facility Cap for Revolving Portion of Loan Only	 	 	20,000,000.00	 	 	 	 	 	 	 	 	 
	 	20	 	 	Lessor of the Facility Cap or Total Availability (18 or 19)	 	 	20,000,000.00	 	 	 	 	 	 	 	 	 
	 	21	 	 	Less: Letters of Credit	 	 	0.00	 	 	 	 	 	 	 	 	 
	 	22	 	 	Less: Loan Reserve	 	 	0.00	 	 	 	 	 	 	 	 	 
	 	23	 	 	NET AVAILABILITY (20-21-22)	 	 	20,000,000.00	 	 	 	 	 	 	 	 	 
	 	24	 	 	Loan Balance from Previous Cert. # __________	 	 	0.00	 	 	 	 	 	 	 	 	 
	 	25	 	 	- Total Cash Collections (same as 4)	 	 	0.00	 	 	 	 	 	 	 	 	 
	 	26	 	 	+ Total Loan Advances	 	 	0.00	 	 	 	 	 	 	 	 	 
	 	27	 	 	+ Loan Fees Charged	 	 	0.00	 	 	 	 	 	 	 	 	 
	 	28	 	 	+/- Other Adjustments	 	 	0.00	 	 	 	 	 	 	 	 	 
	 	29	 	 	= LOAN BALANCE THIS CERTIFICATE	 	 	0.00	 	 	 	 	 	 	 	 	 
	 	30	 	 	EXCESS (DEFICIT) AVAILABILITY (23-29)	 	 	20,000,000.00	 	 	 	 	 	 	 	 	 



 


The undersigned certifies that the foregoing report is true,
correct and complete and in accordance with the terms of the Financing Agreement between Borrowers and Bank and that no Event of
Default has occurred or is continuing under the Financing Agreement.


 


	By:	 	 
	 	 	 
	Title:	 	 


 



    	 



    	 



    

 


Ineligibles
- Environmental Quality Management, Inc.


 


To: U.S. Bank National Association


Client Name: Environmental Quality Management, Inc., et al.


 


Ineligible Collateral as of ___/___/___


 


	Category	 	A/R	 	 	Joint Venture A/R	 	 	Unbilled Revenue	 
	Over 90 days past invoice date	 	 	        	 	 	 	       	 	 	 	      	 
	Credits over 90 days	 	 	 	 	 	 	 	 	 	 	 	 
	25% cross-age	 	 	 	 	 	 	 	 	 	 	 	 
	Contras *	 	 	 	 	 	 	 	 	 	 	 	 
	Affiliate (other than Permitted Joint Venture) receivables *	 	 	 	 	 	 	 	 	 	 	 	 
	Inter-company receivables *	 	 	 	 	 	 	 	 	 	 	 	 
	Officer/employees *	 	 	 	 	 	 	 	 	 	 	 	 
	Government A/R not in compliance with Subsection (ii)(e) of the	 	 	 	 	 	 	 	 	 	 	 	 
	definition of "Eligible Receivables" under the Financing Agreement *	 	 	 	 	 	 	 	 	 	 	 	 
	Debtors in bankruptcy *	 	 	 	 	 	 	 	 	 	 	 	 
	Finance charges *	 	 	 	 	 	 	 	 	 	 	 	 
	Foreign A/R without acceptable letter of credit *	 	 	 	 	 	 	 	 	 	 	 	 
	COD/Cash Sales	 	 	 	 	 	 	 	 	 	 	 	 
	Portion of accounts exceeding 20% of total eligible A/R	 	 	 	 	 	 	 	 	 	 	 	 
	Other:____________________________________________	 	 	 	 	 	 	 	 	 	 	 	 
	Total Ineligible A/R, Joint Venture A/R, or Unbilled Revenue	 	 	      	 	 	 	       	 	 	 	     	 



 


* Net of amounts already included in past-due or cross-age categories.


 


The undersigned certifies that the foregoing report is true,
correct and complete and in accordance with the terms of the Financing Agreement between Borrowers and Bank and that no Event of
Default has occurred or is continuing under the Financing Agreement.


 


	By:	 	 
	 	 	 
	Title:	 	 


 



    	 



    	 



    

 


BORROWING
BASE CERTIFICATE


(EQ Engineers,
LLC)


 


To: U.S. Bank National Association


Client Name: Environmental Quality Management, Inc., et al.


 


	 	 	 	 	 	EQ
    ENGINEERS, LLC	 
	 	 	 	 	 	A/R	 	 	JOINT VENTURE
    A/R	 	 	UNBILLED REVENUE	 
	 	1	 	 	Balance from Previous Cert. # _____ as of __/__/__	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	 	2	 	 	Add: Gross Invoices since last Certificate	 	 	0.00	 	 	 	0.00	 	 	 	 	 
	 	3	 	 	Less: Credit Memos since last Certificate	 	 	0.00	 	 	 	0.00	 	 	 	 	 
	 	4	 	 	Total Cash Collections since last Certificate	 	 	0.00	 	 	 	0.00	 	 	 	 	 
	 	5	 	 	 - Non A/R Collections since last Certificate	 	 	0.00	 	 	 	0.00	 	 	 	 	 
	 	6	 	 	 + Discounts & Allow. since last Certificate	 	 	0.00	 	 	 	0.00	 	 	 	 	 
	 	7	 	 	= Total Gross Payments Posted to A/R (4-5+6)	 	 	 	 	 	 	 	 	 	 	 	 
	 	8	 	 	+ Misc. Debit Adjustments	 	 	0.00	 	 	 	0.00	 	 	 	 	 
	 	9	 	 	- Misc. Credit Adjustments	 	 	0.00	 	 	 	0.00	 	 	 	 	 
	 	10	 	 	A/R BALANCE THIS CERTIFICATE (1+2-3-7+8-9)	 	 	 	 	 	 	 	 	 	 	 	 
	 	11	 	 	Unbilled Revenue since last Certificate	 	 	 	 	 	 	 	 	 	 	0.00	 
	 	12	 	 	Billings in excess of Unbilled Revenue since last Certificate	 	 	 	 	 	 	 	 	 	 	0.00	 
	 	12	 	 	Less Ineligibles as of this Certificate	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	 	13	 	 	Eligible Receivables (A/R) & Eligible Unbilled Revenue	 	 	 	 	 	 	 	 	 	 	 	 
	 	14	 	 	Approved Rate of Advance	 	 	80	%	 	 	80	%	 	 	60	%
	 	15	 	 	Availability (13 x 14)	 	 	 	 	 	 	 	 	 	 	 	 
	 	16	 	 	Loan Sublimit	 	 	20,000,000.00	 	 	 	1,000,000.00	 	 	 	6,000,000.00	 
	 	17	 	 	Lesser of Availability or Sublimit (15 or 16)	 	 	20,000,000.00	 	 	 	1,000,000.00	 	 	 	6,000,000.00	 
	 	18	 	 	Combined Availability (A/R, Joint Venture A/R & Unbilled Rev.)	 	 	 	 	 	 	 	 	 	 	 	 
	 	19	 	 	Facility Cap for Revolving Portion of Loan Only	 	 	20,000,000.00	 	 	 	 	 	 	 	 	 
	 	20	 	 	Lessor of the Facility Cap or Total Availability (18 or 19)	 	 	20,000,000.00	 	 	 	 	 	 	 	 	 
	 	21	 	 	Less: Letters of Credit	 	 	0.00	 	 	 	 	 	 	 	 	 
	 	22	 	 	Less: Loan Reserve	 	 	0.00	 	 	 	 	 	 	 	 	 
	 	23	 	 	NET AVAILABILITY (20-21-22)	 	 	20,000,000.00	 	 	 	 	 	 	 	 	 
	 	24	 	 	Loan Balance from Previous Cert. # __________	 	 	0.00	 	 	 	 	 	 	 	 	 
	 	25	 	 	- Total Cash Collections (same as 4)	 	 	0.00	 	 	 	 	 	 	 	 	 
	 	26	 	 	+ Total Loan Advances	 	 	0.00	 	 	 	 	 	 	 	 	 
	 	27	 	 	+ Loan Fees Charged	 	 	0.00	 	 	 	 	 	 	 	 	 
	 	28	 	 	+/- Other Adjustments	 	 	0.00	 	 	 	 	 	 	 	 	 
	 	29	 	 	= LOAN BALANCE THIS CERTIFICATE	 	 	0.00	 	 	 	 	 	 	 	 	 
	 	30	 	 	EXCESS (DEFICIT) AVAILABILITY (23-29)	 	 	20,000,000.00	 	 	 	 	 	 	 	 	 



 


The undersigned certifies that the foregoing report is true,
correct and complete and in accordance with the terms of the Financing Agreement between Borrowers and Bank and that no Event of
Default has occurred or is continuing under the Financing Agreement.


 


	By:	 	 
	 	 	 
	Title:	 	 


 


 



    	 



    	 



    

 


Ineligibles
- EQ Engineers, LLC


 


To: U.S. Bank National Association


Client Name: Environmental Quality Management, Inc., et al.


 


Ineligible Collateral as of ___/___/___


 


	Category	 	A/R	 	 	Joint Venture A/R	 	 	Unbilled Revenue	 
	Over 90 days past invoice date	 	 	     	 	 	 	      	 	 	 	    	 
	Credits over 90 days	 	 	 	 	 	 	 	 	 	 	 	 
	25% cross-age	 	 	 	 	 	 	 	 	 	 	 	 
	Contras *	 	 	 	 	 	 	 	 	 	 	 	 
	Affiliate (other than Permitted Joint Venture) receivables *	 	 	 	 	 	 	 	 	 	 	 	 
	Inter-company receivables *	 	 	 	 	 	 	 	 	 	 	 	 
	Officer/employees *	 	 	 	 	 	 	 	 	 	 	 	 
	Government A/R not in compliance with Subsection (ii)(e) of the	 	 	 	 	 	 	 	 	 	 	 	 
	definition of "Eligible Receivables" under the Financing Agreement *	 	 	 	 	 	 	 	 	 	 	 	 
	Debtors in bankruptcy *	 	 	 	 	 	 	 	 	 	 	 	 
	Finance charges *	 	 	 	 	 	 	 	 	 	 	 	 
	Foreign A/R without acceptable letter of credit *	 	 	 	 	 	 	 	 	 	 	 	 
	COD/Cash Sales	 	 	 	 	 	 	 	 	 	 	 	 
	Portion of accounts exceeding 20% of total eligible A/R	 	 	 	 	 	 	 	 	 	 	 	 
	Other:____________________________________________	 	 	 	 	 	 	 	 	 	 	 	 
	Total Ineligible A/R, Joint Venture A/R, or Unbilled Revenue	 	 	 	 	 	 	 	 	 	 	 	 



 


* Net of amounts already included in past-due or cross-age categories.


 


The undersigned certifies that the foregoing report is true,
correct and complete and in accordance with the terms of the Financing Agreement between Borrowers and Bank and that no Event of
Default has occurred or is continuing under the Financing Agreement.


 


	By:	 	 
	 	 	 
	Title:	 	 


 








    	 



    	 



    
  





SCHEDULE 1


 


(Borrower’s Facilities)


 


Real Property that EQMI Leases


 


		1)	3325 Chapel Hill Boulevard, Suite 250, Durham, North
Carolina



 


		2)	6825 SW 216th Street, Lynwood, Washington



 


		3)	64090 NWY 1090, Pearl River, Louisiana



 


		4)	2135 Schapelle Lane, Cincinnati, Ohio



 


		5)	12721 Wolf Road, Geneseo, Illinois



 


		6)	3400 Business Drive, Sacramento, California



 


		7)	3959 Electric Road, Suite 175, Roanoke, VA



 


		8)	4916 NE 100th, Portland, Oregon



 


		9)	1800 Carillon Boulevard, Cincinnati, Ohio



 


		10)	6340 Mcleod Drive, Las Vegas, Nevada



 


		11)	500 Market Street, Stonepoint Landing, Suite 302, Bridgewater, Pennsylvania



 


		12)	3400 179th Street, Suite 2, Hammond, Indiana



 


Real Property that EQE Leases


 


		1)	3400 179th Street, Suite 1, Hammond, Indiana



 



    	 



    	 



    

 


SCHEDULE 4


 


(Permitted Liens)1


 


The interest, if any, of the persons named
a “secured party” in the UCC financial statements listed below:


 


	DEBTOR:	Environmental Quality Management, Inc.


 


	 	A.	Jurisdiction:  Ohio Secretary of State


 


	 	1.	Secured Party:	U.S. Bank, N.A.
	 	 	Filing Number:	AK31563
	 	 	Filing Date:	07/09/93
	 	 	 	 
	 	2.	Secured Party:	CIT Communications Finance Corporation
	 	 	Filing Number:	OH00042612279
	 	 	Filing Date:	12/12/01
	 	 	 	 
	 	3.	Secured Party:	U.S. Bancorp Equipment Finance, Inc.
	 	 	Filing Number:	OH00045130583
	 	 	Filing Date:	02/11/02
	 	 	 	 
	 	4.	Secured Party:	Mart Financial Group, Inc.
	 	 	Filing Number:	OH00051733650
	 	 	Filing Date:	07/11/02
	 	 	 	 
	 	5.	Secured Party:	U.S. Bank, N.A.
	 	 	Filing Number:	OH00059289140
	 	 	Filing Date:	01/22/03
	 	 	 	 
	 	6.	Secured Party:	QA Group LLC
	 	 	Filing Number:	OH00064497441
	 	 	Filing Date:	06/02/03
	 	 	 	 
	 	7.	Secured Party:	GE Capital
	 	 	Filing Number:	OH00064680046
	 	 	Filing Date:	06/05/03
	 	 	 	 
	 	8.	Secured Party:	U.S. Bank National Association
	 	 	Filing Number:	OH00074478110
	 	 	Filing Date:	03/02/04


 








 



		1	The appearance of any filing on this Schedule of Permitted
Liens is not an acknowledgement of the validity, perfection and/or priority of any interest held by the listed secured party.



 



    	 



    	 



    

 


	DEBTOR:	EQ Engineers, LLC


 





	 	B.	Jurisdiction:   Indiana Secretary of State




 


	 	1.	Secured Party:	U.S. Bank National Association
	 	 	Filing Number:	200400000277830
	 	 	Filing Date:	01/02/04
	 	 	 	 
	 	2.	Secured Party:	U.S. Bank National Association
	 	 	Filing Number:	200400009119006
	 	 	Filing Date:	09/30/04
	 	 	 	 
	 	3.	Secured Party:	U.S. Bank National Association
	 	 	Filing Number:	200700009727509
	 	 	Filing Date:	10/19/07
	 	 	 	 
	 	4.	Secured Party:	Steelcase Financial Services Inc.
	 	 	Filing Number:	200800009750950
	 	 	Filing Date:	11/04/08


 


	 	C. 	Jurisdiction:   Lake County, Indiana2


 


	 	1.	Secured Party:	State of Indiana
	 	 	Filing Number:	6230049
	 	 	Filing Date:	6/12/07
	 	 	Amount of Lien:	$7,616.01
	 	 	 	 
	 	2.	Secured Party:	State of Indiana
	 	 	Filing Number:	6907139
	 	 	Filing Date:	6/17/08
	 	 	Amount of Lien:	$9,581.13
	 	 	 	 
	 	3.	Secured Party:	State of Indiana
	 	 	Filing Number:	6972944
	 	 	Filing Date:	7/22/08
	 	 	Amount of Lien:	$1,745.29
	 	 	 	 
	 	4.	Secured Party:	State of Indiana
	 	 	Filing Number:	7005484
	 	 	Filing Date:	8/18/08
	 	 	Amount of Lien:	$1,745.02


 





 









2     The Liens set forth in Section
C of this Schedule 4 are to be released within 45 days of the Effective Date (as defined in the Third Amendment to
Financing Agreement), in accordance with Section 14 of such Third Amendment.


 



    	2



    	 



    

 


	 	5.	Secured Party:	State of Indiana
	 	 	Filing Number:	7083770
	 	 	Filing Date:	9/22/08
	 	 	Amount of Lien:	$1,746.38
	 	 	 	 
	 	6.	Secured Party:	State of Indiana
	 	 	Filing Number:	7187052
	 	 	Filing Date:	11/19/08
	 	 	Amount of Lien:	$1,753.98


 



    	3



    	 



    

 


SCHEDULE 9.1


 


(Corporate Status)


 


EQMI is in good standing
in the following states: Ohio, Texas, North Carolina, South Carolina, California, Pennsylvania, Alabama, Colorado, Idaho, Louisiana,
Missouri, and Virginia.


 


EQE is in good standing
in the following states: Indiana.


 


Cincinnati 752055


 



    	 



    	 



    

 


SCHEDULE 9.5


 


(Supplement to Government Contracts Disclosure)


 


As of the Effective Date (as defined in
the Third Amendment), EQMI has the following Government Contracts:


 


	Contract No.
	 
	AG-046W-C-06-0018 (no active task orders)
	W912QR-04-D-0036
	FA8903-04-D-8719
	FA8903-04-D-8686
	GS-10F-0293K (no active task orders)
	W912KZ-07-D-0006 (no task orders awarded)
	EP-W-07-022
	EP-R7-07-02
	EP-S6-07-01
	EP-S5-08-02


 



    	 



    	 



    

 


SCHEDULE 9.17


 


AFFILIATES


 


	Subsidiary	 	Entity Type	 	Place of Formation
	 	 	 	 	 
	EQ Engineers, LLC	 	Limited Liability Company	 	State of Indiana
	 	 	 	 	 
	EQ Engineers Slovakia, s.r.o	 	Limited Liability Company	 	Slovakia


 


AFFILIATE
TRANSACTIONS


 


Permitted Intercompany Advances


Stock Option Program


Stock Restriction Agreements


Permitted Redemption Distributions


 



    	 



    	 



    

 


SCHEDULE 9.18


 


(Capitalization; Warrants; Stock Restriction
Agreements)


 


Capitalization and Warrants - See attached.


 


Existing Stock Restriction Agreements:


 


		1.	Shareholders Agreement dated as of October 31, 2006, as amended by the Amendment to Shareholders Agreement dated as of April
23, 2008.



 


		2.	Stock Restriction Agreements dated in 1991 and 1995, substantially in the form of that certain Stock Restriction Agreement
dated as of April 10, 1995, between EQMI and John Miller.



 



    	 



    	 



    

 


SCHEDULE
9.20


 


(Deposit and Other Accounts)


 





List of Accounts Maintained by EQMI


 


US Bank – EQM


 


	Account No. xxxxxxxxxxx	Lockbox Account
	Account No. xxxxxxxxxxx	Operating Account
	Account No. xxxxxxxxxxx	Control Disbursement Account
	Account No. xxxxxxxxxxx	Payroll Account



 





US Bank – EQE


 


	Account No. xxxxxxxxxxx	Lockbox Account
	Account No. xxxxxxxxxxx	Control Disbursement Account


  



    	 



    	 



    

 


SCHEDULE 9.24


 


(Leases)


 


Real Property that EQMI Leases


 


		1)	3325 Chapel Hill Boulevard, Suite 250, Durham, North
Carolina



 


		2)	6825 SW 216th Street, Lynwood, Washington



 


		3)	64090 NWY 1090, Pearl River, Louisiana



 


		4)	2135 Schapelle Lane, Cincinnati, Ohio



 


		5)	12721 Wolf Road, Geneseo, Illinois



 


		6)	3400 Business Drive, Sacramento, California



 


		7)	3959 Electric Road, Suite 175, Roanoke, VA



 


		8)	4916 NE 100th, Portland, Oregon



 


		9)	1800 Carillon Boulevard, Cincinnati, Ohio



 


		10)	6340 Mcleod Drive, Las Vegas, Nevada



 


		11)	500 Market Street, Stonepoint Landing, Suite 302, Bridgewater, Pennsylvania



 




		12)	3400 179th Street, Suite 2, Hammond, Indiana



 


Real Property that EQE Leases


 


		1)	3400 179th Street, Suite 1, Hammond, Indiana