EXHIBIT 10.3



CONSENT AND SECOND AMENDMENT TO CREDIT AGREEMENT



THIS CONSENT AND SECOND AMENDMENT TO CREDIT AGREEMENT (this Amendment) is entered into as of January 1,
2005 by and among COMSYS SERVICES LLC, a Delaware limited liability company and successor by merger to Venturi Technology Partners, LLC (COMSYS Services), COMSYS INFORMATION TECHNOLOGY SERVICES, INC., a Delaware
corporation and successor by merger to COMSYS Holding, Inc. (COMSYS IT; COMSYS Services and COMSYS IT are referred to herein each individually as a Borrower and collectively as the Borrowers),
COMSYS IT PARTNERS, INC., a Delaware corporation (Holdings), PFI CORP., a Delaware corporation (PFI Holdings), COMSYS Services, acting in its capacity as borrowing agent and funds administrator for
and on behalf of the Borrowers (in such capacity, the Funds Administrator), the financial institutions parties hereto as lenders (each individually a Lender and collectively the Lenders),
MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., as administrative agent (in such capacity, the Agent), Sole Bookrunner and Sole Lead Arranger and as a Lender, ING CAPITAL LLC, as
documentation agent (in such capacity, the Documentation Agent) and as a Lender, and GMAC COMMERCIAL FINANCE LLC, as syndication agent (in such capacity, the Syndication Agent) and as a Lender.



W I T N E S S E T H:



WHEREAS, the Borrowers, Holdings, PFI Holdings, the Agent, the Documentation
Agent, the Syndication Agent and each Lender are parties to that certain Credit Agreement dated as of September 30, 2004 (as the same has been and hereafter may be further amended, modified, restated or otherwise supplemented from time to time, the
Credit Agreement); and



WHEREAS, the Credit
Parties that are a party hereto have requested, among other things, that the Agent and the Lenders (i) consent to the contribution by Holdings of all of the issued and outstanding capital stock of PFI Holdings to COMSYS IT and, in connection
therewith, the conversion of PFI Holdings from a Delaware c-corporation to a Delaware limited liability company (the PFI Equity Contribution), and (ii) amend the Credit Agreement as hereinafter set forth; and



WHEREAS, the Agent and the Lenders agree to accommodate such requests of the
Credit Parties, on the terms and subject to the conditions herein set forth.



NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:



1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the
Credit Agreement.



2. Amendments. Effective as of the
date hereof, upon satisfaction of the conditions precedent set forth in Section 4 hereof, the Credit Agreement is amended as set forth in this Section 2:



(a) Section 1.1. Section 1.1 of the Credit Agreement is amended by adding thereto the following defined terms and their respective
definitions in the correct alphabetical order:



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First Amendment means that certain First Amendment to Credit Agreement dated as of
October 27, 2004 by and among the Borrowers and certain other Credit Parties, the Agent and the Lenders.



PFI Equity Contribution means the contribution by Holdings of all of the issued and outstanding capital stock of PFI Holdings to COMSYS
IT and the conversion of PFI Holdings from a Delaware c-corporation to a Delaware limited liability company.



Second Amendment means that certain Consent and Second Amendment to Credit Agreement dated as of January 1, 2005 by and among the
Borrowers and certain other Credit Parties, the Agent, the Documentation Agent, the Syndication Agent and the Lenders.



(b) Section 1.1. Section 1.1 of the Credit Agreement is hereby amended by substituting the definition of the term Financing
Documents as set forth below in lieu of the current version of such definition contained in Section 1.1 of the Credit Agreement:



Financing Documents means this Agreement, the Notes, the Security Documents, the Information Certificate, the Fee Letter, the Second
Lien Intercreditor Agreement, the First Amendment, the Second Amendment, any fee letter between Merrill Lynch and any Borrower relating to the transactions contemplated hereby, any Swap Contract entered into between any Credit Party and any Eligible
Swap Counterparty, and all other documents, instruments and agreements contemplated herein or thereby and executed concurrently by a Credit Party with or in favor of the Agent or the Lenders in connection herewith or at any time and from time to
time hereafter, as any or all of the same may be amended, supplemented, restated or otherwise modified from time to time.



(c) Section 3.4. Section 3.4 of the Credit Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:



Section 3.4 Capitalization.



The authorized equity securities of each of the Credit
Parties as of the Closing Date is as set forth on the Information Certificate. All issued and outstanding equity securities of each of the Credit Parties are duly authorized and validly issued, fully paid, nonassessable, and, solely with respect to
the equity securities of PFI Holdings, each Borrower and each of their respective Subsidiaries, free and clear of all Liens other than those in favor of Agent for the benefit of Agent and Lenders, Second Lien Debt Liens and other Liens permitted
pursuant to Section 5.2(d) and Section 5.2(h), and all such equity securities of each Credit Party were issued in compliance with all applicable state, federal and foreign laws concerning the issuance of securities. The identity of the holders of
the equity securities of each of the Credit Parties and the percentage of their fully-diluted ownership of the equity securities of each of the Credit Parties as of the Closing Date is set forth on the Information Certificate. Holdings owns all of
the issued and outstanding equity securities of COMSYS IT and, prior to the consummation of the PFI Equity Contribution, PFI Holdings. COMSYS IT owns



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all of the issued and outstanding equity securities of COMSYS Services and COMSYS Limited and, following the consummation of the PFI Equity Contribution, PFI
Holdings. No shares of the capital stock or other equity securities of any Credit Party, other than those described above, are issued and outstanding. Except as set forth on the Information Certificate, as of the Closing Date there are no preemptive
or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Credit Party of any equity securities of any such entity.



(d) Section 4.1(c). Section 4.1(c) of the Credit Agreement is
hereby deleted in its entirety and the following is substituted in lieu thereof:



(c) together with each delivery of financial statements pursuant to Sections 4.1(a) and 4.1(b), a Compliance Certificate (it being understood that the Credit Parties shall only be required to complete and
deliver the financial covenant calculations attached to the Compliance Certificate to the extent that the Borrowers are required to evidence compliance with the financial covenants set forth in Article VII hereof and, with respect to the Total Debt
to Adjusted EBITDA Ratio, as necessary to determine the applicable Prime Rate Margin and LIBOR Margin as of any Adjustment Date) and together with each delivery of financial statements pursuant to Section 4.1(b), an Excess Cash Flow
Certificate;



(e) Section 4.1(m). Section
4.1(m) of the Credit Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:



(m) (i) as soon as available and in any event within fifteen (15) Business Days after the end of each fiscal month, and from time to time upon the
request of Agent (which request may be made as frequently as daily), a Borrowing Base Certificate as of the last day of the month most recently ended (or, in the case of Borrowing Base Certificates requested more frequently than monthly, as of the
second preceding Business Day) and (ii) during the period commencing on the Closing Date through and including the date of delivery of the Borrowing Base Certificate required pursuant to clause (i) of this Section 4.1(m) for the fiscal month ending
closest to June 30, 2005, within fifteen (15) calendar days after the delivery of each Borrowing Base Certificate referred to in clause (i) of this Section 4.1(m), an update of the most recent Borrowing Base Certificate previously delivered pursuant
to clause (i) of this Section 4.1(m) updated solely to reflect any expenditures since the delivery of the most recently delivered Restructuring Reserve Certificate in respect of the Restructuring and the corresponding decrease in the Restructuring
Reserve as of the end of the fiscal month most recently ended;



(f) Section 5.1(d). Section 5.1(d) of the Credit Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:



(d) intercompany Debt arising from loans made by a Borrower to (i) any other Borrower or any Domestic Wholly-Owned
Subsidiary of any Borrower and (ii) its Foreign Subsidiaries which are Wholly-Owned Subsidiaries in an aggregate amount under this clause (ii) not to exceed $1,000,000 at any time outstanding;



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provided, however, in each case, such Debt shall be evidenced by promissory notes having terms reasonably
satisfactory to Agent, the sole originally executed counterparts of which shall be pledged and delivered to Agent, for the benefit of Agent and Lenders, as security for the Obligations;



(g) Section 5.4. Section 5.4 of the Credit Agreement is hereby
deleted in its entirety and the following is substituted in lieu thereof:



Section 5.4 Restricted Distributions.



Such Credit Party will not, and will not permit any Subsidiary to, directly or indirectly, declare, order, pay, make or set apart any sum
for any Restricted Distribution or accept any Restricted Distribution; provided that the foregoing shall not restrict or prohibit Subsidiaries of any Borrower from making dividends or distributions to such Borrower (and the acceptance by such
Borrower of such dividend and distribution) and shall not restrict or prohibit:



(a) dividends or distributions by COMSYS IT to Holdings, which are immediately used by Holdings to pay taxes payable by Holdings;



(b) a dividend or distribution by VTP to PFI
Holdings, which is immediately further distributed by PFI Holdings to Holdings on the Closing Date to repay existing Debt of Holdings to the extent permitted by and as specified in Section 4.7;



(c) dividends or distributions by COMSYS IT to Holdings,
which are immediately used by Holdings to pay reasonable director fees payable by Holdings, so long as before and after giving effect to any such dividend or distribution no Event of Default shall have occurred and be continuing;



(d) dividends or distributions by COMSYS IT to Holdings,
which are immediately used by Holdings to pay administrative expenses, including without limitation reimbursements of directors for actual out-of-pocket expenses incurred in connection with attending board of director meetings and attorney fees, so
long as (i) before and after giving effect to any such dividends or distributions no Event of Default shall have occurred and be continuing and (ii) such payments do not exceed $200,000 in the aggregate in any Fiscal Year;



(e) dividends or distributions by COMSYS IT to Holdings,
which are immediately used by Holdings to pay, in the ordinary course of business, liabilities of Holdings in respect of (i) lease obligations, (ii) license obligations, (iii) insurance premiums, (iv) the Restructuring Reserve, (v) the transactions
contemplated by the Venturi Staffing Purchase Agreement, (vi) other obligations of Holdings incurred prior to the Closing Date and (vii) other liabilities customarily incurred by public holding companies similarly situated, so long as (x) with
respect to obligations arising under leases and licenses, such leases and licenses were entered into by Holdings prior to the Closing Date or constitute renewals or extensions thereof (provided that such renewals or extensions are on substantially
the same terms and conditions as such leases and licenses in effect



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on the Closing Date) and (y) all such payments (other than payments in respect of the Restructuring Reserve and the transactions contemplated by the Venturi
Staffing Purchase Agreement) do not exceed $5,000,000 in the aggregate in any Fiscal Year;



(f) in the event any holder of a Term Note elects to waive such holders Pro Rata Share of any mandatory prepayment in accordance
with the terms and provisions set forth in Section 2.1(e) and such mandatory prepayment is subsequently waived by the Second Lien Lenders in accordance with the terms and provisions of Section 2.1(e) of the Second Lien Credit Agreement, dividends or
distributions by COMSYS IT to Holdings, which are immediately used by Holdings to redeem Series A-1 Preferred Stock (as defined in the Holdings Certificate of Designations) in an amount not exceeding such waived mandatory prepayment; and



(g) in the event Holdings issues and sells
common stock of Holdings, redemptions and repurchases by Holdings of the Series A-1 Preferred Stock (as defined in the Holdings Certificate of Designations) made solely with the Net Cash Proceeds of such issuance and sale, to the extent
the Net Cash Proceeds of such equity issuance and sale are not required to be applied as a mandatory prepayment of the Loans in accordance with Section 2.1(c)(iii), and in any event, in an amount not exceeding fifty percent (50%) of such Net Cash
Proceeds.



(h) Section 9.1(j). Section
9.1(j) of the Credit Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:



(j) (1) any person or group of persons (within the meaning of the Securities Exchange Act of 1934) (other than Wachovia Investors, Inc. and its
Affiliates) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of fifty percent (50%) or more of the issued and outstanding shares of capital stock of Holdings having the right to
vote for the election of the directors of Holdings under ordinary circumstances, (2) Holdings shall cease to directly own and control one hundred percent (100%) of each class of the outstanding equity interests of COMSYS IT and, prior to the
consummation of the PFI Equity Contribution, PFI Holdings, (3) COMSYS IT shall cease to directly own and control one hundred percent (100%) of the equity interests of COMSYS Services and COMSYS Limited and, following the consummation of the PFI
Equity Contribution, PFI Holdings, (4) each Borrower shall cease to, directly or indirectly, own and control one hundred percent (100%) of each class of the outstanding equity interests of each Subsidiary of such Borrower (except, with respect to
clauses (2), (3) and (4), to the extent permitted in Section 5.7(a)), (5) any Change in Ownership, Fundamental Change, or terms of similar import occurs under the Holdings Certificate of Designations, or (6) a period of
ninety (90) consecutive days shall have elapsed during which Michael Willis shall cease to be the chairman of the board, chief executive officer or president of each Credit Party for any reason unless prior to the expiration of such time, a
replacement reasonably satisfactory to Agent shall have been appointed and employed;



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(i) Following the consummation of the PFI Equity Contribution, all references in the Credit Agreement and
each other Financing Document to PFI Holdings shall be deemed to refer to PFI LLC, a Delaware limited liability company.



3. Consent. Effective as of the date hereof, upon satisfaction of the conditions precedent set forth in Section 4 hereof, and in reliance upon the
representations and warranties of the Borrowers set forth in the Credit Agreement and in this Amendment, and notwithstanding anything to the contrary contained in the Credit Agreement or any other Financing Document, the Agent and the Lenders
consent to the PFI Equity Contribution, provided, that immediately upon the consummation of the PFI Equity Contribution (i) PFI Holdings shall be a Domestic Wholly-Owned Subsidiary of COMSYS IT, (ii) the Borrowers shall have provided evidence
to the Agent of the conversion of PFI Holdings from a c-corporation to a limited liability company and of any name change effected by PFI Holdings, in each case, certified by the Secretary of State of the State of Delaware, (iii) the Borrowers shall
have caused PFI Holdings to opt in to Article VIII of the UCC and certificate all membership interests in PFI Holdings and the certificates representing the same shall be securities governed by Article VIII of the UCC, (iv) such certificated
securities issued in the name of COMSYS IT, together with assignments separate from certificates and irrevocable proxies coupled with interest, shall be delivered as pledged collateral to the Agent for the benefit of the Lenders, (v) COMSYS IT shall
have executed and delivered a Pledge Supplement in the form attached as Exhibit B to that Pledge Agreement (COMSYS IT) dated as of the Closing Date by and between COMSYS IT and the Agent and (vi) the Borrowers shall have complied with all other
requirements set forth in Section 4.12 of the Credit Agreement.



4. Conditions. The effectiveness of this Amendment is subject to the following conditions precedent:



| | (a) | the execution and delivery of this Amendment by each Credit Party that is a party hereto, the Agent and the Lenders;
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| | (b) | the delivery to the Agent of the original promissory note executed by COMSYS Limited and pledged to the Agent for the benefit of the Lenders evidencing the intercompany Debt of
COMSYS Limited owing to the applicable Borrower;
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| | (c) | the truth and accuracy of the representations and warranties contained in Section 5 hereof; and
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| | (d) | the delivery to Agent of a certified copy of the fully executed consent and amendment to the Second Lien Debt Documents regarding the substance of this Amendment, in form and
substance reasonably acceptable to the Agent, and evidence that all conditions contained in such consent and amendment (other than the effectiveness of this Amendment) have been satisfied.
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5. Representations and Warranties. Each Credit Party that is a party
hereto hereby represents and warrants to the Agent and each Lender as follows:



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| | (a) | the representations and warranties of the Borrowers and the other Credit Parties contained in the Financing Documents are true and correct as of the date hereof, except to the
extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct as of such earlier date;
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| | (b) | the execution, delivery and performance by such Credit Party of this Amendment are within its powers, have been duly authorized by all necessary action pursuant to its
Organizational Documents, require no further action by or in respect of, or filing with, any governmental body, agency or official and do not violate, conflict with or cause a breach or a default under any provision of applicable law or regulation
or of the Organizational Documents of any Credit Party or of any agreement, judgment, injunction, order, decree or other instrument binding upon it;
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| | (c) | this Amendment constitutes the valid and binding obligation of the Credit Parties that are parties hereto, enforceable against such Persons in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to the enforcement of creditors rights generally and by general equitable principles; and
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| | (d) | no Default or Event of Default exists.
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6. No Waiver. Except as expressly set forth herein, nothing contained herein shall be deemed to constitute a waiver of compliance with any term or
condition contained in the Credit Agreement or any of the other Financing Documents or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, the Agent and Lenders reserve all rights, privileges and remedies
under the Financing Documents. Except as amended or consented to hereby, the Credit Agreement and other Financing Documents remain unmodified and in full force and effect. All references in the Financing Documents to the Credit Agreement shall be
deemed to be references to the Credit Agreement as amended hereby.



7. Severability. In case any provision of or obligation under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of
such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.



8. Headings. Headings and captions used in this Amendment (including the Exhibits, Schedules and Annexes hereto, if any) are included for
convenience of reference only and shall not be given any substantive effect.



9. GOVERNING LAW; SUBMISSION TO JURISDICTION. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICTS OF
LAWS PRINCIPLES. EACH CREDIT PARTY HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF COOK, STATE OF ILLINOIS AND IRREVOCABLY AGREES THAT, SUBJECT TO THE AGENTS



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ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE OTHER FINANCING DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. EACH
CREDIT PARTY EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. EACH CREDIT PARTY HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF
PROCESS MAY BE MADE UPON SUCH PERSON BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED C/O FUNDS ADMINISTRATOR AT THE ADDRESS SET FORTH IN THE CREDIT AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS
BEEN POSTED.



10. WAIVER OF JURY TRIAL. EACH
CREDIT PARTY, THE AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE FINANCING DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY AND AGREES THAT ANY
SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.



11. Counterparts; Integration.This Amendment may be executed and delivered via facsimile with the same force and effect as if an original were executed and may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures hereto were upon the same instrument. This Amendment constitutes the entire agreement and understanding among the parties hereto with respect to the subject matter hereof
and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof.



12. Reaffirmation. Each of the Credit Parties that is a party hereto, as debtor, grantor, pledgor, guarantor, assignor, or in other any other
similar capacity in which such Credit Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and performance
obligations, contingent or otherwise, under each of the Financing Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Credit Party granted liens on or security interests in any of its property pursuant to any
such Financing Document as security for or otherwise guaranteed the Borrowers Obligations under or with respect to the Financing Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees
that such security interests and liens hereafter secure all of the Obligations as amended hereby. Each of the Credit Parties hereby consents to this Amendment and acknowledges that each of the Financing Documents remains in full force and effect and
is hereby ratified and reaffirmed. The execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or Lenders, constitute a waiver of any provision of any of the Financing Documents (except as expressly set
forth herein) or serve to effect a novation of the Obligations.



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signature page follows]



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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth above.



BORROWERS:  COMSYS SERVICES LLC, a Delaware limited liability company, and as successor by merger to Venturi Technology Partners, LLC, as the Funds Administrator and as a
BorrowerBy:

/s/ DAVID L. KERRName: Title:

David L. Kerr Senior Vice PresidentCorporate
Development




COMSYS INFORMATION TECHNOLOGY SERVICES, INC., a Delaware corporation, and as successor by merger to COMSYS Holding, Inc., as a BorrowerBy:

/s/ DAVID L. KERRName: Title:

David L. Kerr Senior Vice PresidentCorporate
Development




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OTHER CREDIT PARTIES:  COMSYS IT PARTNERS, INC., a Delaware corporationBy:

/s/ DAVID L. KERRName: Title:

David L. Kerr Senior Vice PresidentCorporate
Development




PFI CORP., a Delaware corporationBy:

/s/ DAVID L. KERRName: Title:

David L. Kerr Senior Vice PresidentCorporate
Development




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AGENT AND LENDER:  MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., as Agent and a LenderBy:

/s/ SCOTT E. GASTName: Title:

Scott E. Gast Vice President




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LENDERS:  GMAC COMMERCIAL FINANCE LLC, as Syndication Agent and as a LenderBy:

/s/ THOMAS BRENTName: Title:

Thomas Brent Director




ING CAPITAL LLC, as Documentation Agent and as a LenderBy:

/s/ DARYN K. VENÉYName: Title:

Daryn K. Venéy Vice
President




ALLIED IRISH BANKS PLC, as a LenderBy:

/s/ MARTIN S. CHIN

/s/ JOHN FARRACEName: Title:

Martin S. Chin VP

John Farrace SVP




NORTH FORK BUSINESS CAPITAL CORPORATION, as a LenderBy:

/s/ ARI KAPLANName: Title:

Ari Kaplan Vice President




LOAN FUNDING VII LLC, as a LenderBy:

Highland Capital Management, L.P., as Collateral ManagerBy:

/s/ DAVID LANCELOTName: Title:

David Lancelot Treasurer




FRIEDBERGMILSTEIN PRIVATE CAPITAL FUND I, as a LenderBy:

/s/ ERIC A. GREENName: Title:

Eric A. Green Senior Partner