**EXHIBIT10.22**FIRST AMENDMENT TO CREDIT AGREEMENT     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 14, 2007,is by and among SUNAIR SERVICES CORPORATION (f/k/a SUNAIR ELECTRONICS, INC., a Florida corporation(the “Borrower”), each of those subsidiaries of the Borrower party hereto (each a“Guarantor”, and collectively, the “Guarantors”), the several banks and otherfinancial institutions (the “Lenders”) from time to time party to the Credit Agreement(defined below) and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders(the “Agent”).RECITALS     A. The Borrower, the Guarantors, the Lenders and the Agent have entered into that certainCredit Agreement, dated as of June 7, 2005, as amended, supplemented or otherwise modified (the“Credit Agreement”).     B. The Borrower, the Guarantors, the Lenders and the Agent have agreed to modify the CreditAgreement as follows:     NOW, THEREFORE, the parties hereto agree as follows:     1. The Credit Agreement is hereby amended as follows:     (a) Section 1.1 is hereby amended by amending in their entirety thefollowing definitions so that such definitions now read as follows:     “Applicable Percentage” shall mean, for any day, the rate perannum set forth below opposite the applicable Level then in effect:         Level Leverage Ratio  Applicable Percentage I  33.25x   4.00%II <3.25x but 33.00x  3.50%    III <3.00x but 32.50x  2.75%IV  <2.50x   2.50%     The Applicable Percentage shall, in each case, be determined andadjusted quarterly on the date three (3) Business Days after the date onwhich the Administrative Agent has received from the Borrower the quarterlyfinancial information and certifications required to be deliveredto the Administrative Agent and the Lenders in accordance with theprovisions of Sections 5.1(a), 5.1(b) and 5.2(b) (each an “InterestDetermination Date”). Such Applicable Percentage shall be effectivefrom
 

 
such Interest Determination Date until the next such InterestDetermination Date. After the Closing Date, if the Borrower shall fail toprovide the financial information and certifications in accordance with theprovisions of Sections 5.1(a), 5.1(b) and 5.2(b) or an Event of Defaultshall have occurred and be continuing, the Applicable Percentage shall, onthe date three (3) Business Days after the date by which the Borrower was sorequired to provide such financial information and certifications to theAdministrative Agent and the Lenders, be based on Level I until such time assuch information and certifications are provided, whereupon the Level shallbe determined by the then current Leverage Ratio     “Consolidated EBITDA” shall mean, for any applicable period ofcomputation, (a) Consolidated Net Income for such period plus (b) the sum ofthe following to the extent deducted in calculating Consolidated Net Income:(i) Consolidated Interest Expense for such period, (ii) the provision forFederal, state, local and foreign income taxes payable by the Borrower andits Subsidiaries for such period, (iii) depreciation and amortizationexpense for such period, (iv) other non-cash expenses of the Borrower andits Subsidiaries, including, but not limited to, stock based compensation,equity based compensation, bad debt reserves, goodwill impairment and anyother non-cash expenses reflected on the Borrower’s financial statements and(v) solely for the fiscal quarter ended March 31, 2007, the payment of themanagement fee (not to exceed $390,624) to RPC Financial Advisors, LLC.     “Reserves” shall mean (a) an amount equal to $500,000 whichrepresents approximately six (6) months’ rent under all real estate leasesof the Acquired Business (provided, however, if the Acquired Businessobtains a lien waiver from any landlord under any of such leases in formsatisfactory to the Agent, such amount shall be reduced by an amount equalto six (6) months’ rent with respect to such lease as set forth on theschedule to be delivered to the Agent pursuant to Section 5.2(f) hereof) and(b) an amount equal to $803,000 which represents the approximate value ofthe assets of Percipia, Inc. and Percipia Networks, Inc. (provided, however,such reserve will be eliminated upon the termination by Bank One, N.A. ofits UCC financing statements filed against Percipia, Inc. and PercipiaNetworks, Inc.).     “Revolving Commitment Termination Date” shall mean April 1,2008.     (b) Section 1.1 is hereby further amended by adding the followingsentence at the end of the definition of “Funded Debt”:     For the avoidance of doubt, Funded Debt shall include any Letters ofCredit issued by the Agent on behalf of the Borrower or any of itsSubsidiaries and any promissory note issued by any Seller that is not
2

 
     subordinated to the Indebtedness arising or existing under the CreditAgreement and the other Credit Documents.     (c) Section 2.1(a) is amended in its entirety so that such Section nowreads as follows:     (a) Revolving Commitment. During the Commitment Period,subject to the terms and conditions hereof, each Lender severally agrees tomake revolving credit loans (“Revolving Loans”) to the Borrower fromtime to time for the purposes hereinafter set forth; provided,however, that (i) with regard to each Lender individually, the sumof such Lender’s share of outstanding Revolving Loans plus suchLender’s LOC Commitment Percentage of LOC Obligations shall not exceed suchLender’s Revolving Commitment Percentage of the aggregate RevolvingCommitted Amount, and (ii) with regard to the Lenders collectively, the sumof the aggregate amount of outstanding Revolving Loans plus LOCObligations shall not exceed the aggregate Revolving Committed Amount thenin effect. For purposes hereof, the aggregate amount available hereundershall be **SIXTEEN MILLION DOLLARS ($16,000,000)**(as such aggregate maximumamount may be reduced from time to time as provided in Section 2.4, the“Revolving Committed Amount”). Revolving Loans may consist ofFloating LIBOR Rate Loans or Fixed LIBOR Rate Loans, or a combinationthereof, as the Borrower may request, and may be repaid and reborrowed inaccordance with the provisions hereof; provided, however,the Revolving Loans made on the Closing Date or on either of the twoBusiness Days immediately following the Closing Date may only consist ofFloating LIBOR Rate Loans. Fixed LIBOR Rate Loans shall be made by eachLender at its LIBOR Lending Office and Floating LIBOR Rate Loans at itsDomestic Lending Office.     (d) Section 2.4(b) is amended in its entirety so that such Section nowreads as follows:     (b) Mandatory Reductions. The Revolving Commitment Amountshall be reduced by $2,500,000 on June 30, 2007, unless certain legacybusinesses of the Borrower are sold prior to such date, in which case, nosuch reduction shall be required.     (e) Section 5.9(a) is amended in its entirety so that such Section nowreads as follows:     (a) Leverage Ratio. The Leverage Ratio shall be less than orequal to the following amounts as of the last day of each fiscal quarterending during the following periods:
3

 
   Period Maximum RatioJanuary 1, 2007 through March 31, 2007 4.70 to 1.0April 1, 2007 through June 30, 2007 3.50 to 1.0July 1, 2007 and thereafter 3.25 to 1.0     (f) Section 5.9(b) is amended in its entirety so that such Section nowreads as follows:     (b) Fixed Charge Coverage Ratio. The Fixed Charge CoverageRatio shall be greater than or equal to the following amounts as of the lastday of each fiscal quarter ending during the following periods:   Period Maximum RatioJanuary 1, 2007 through March 31, 2007 1.10 to 1.0April 1, 2007 and thereafter 1.25 to 1.0     (g) Section 5.9(c) is amended in its entirety so that such Section nowreads as follows:     (c) Consolidated EBITDA. Consolidated EBITDA shall be at leasteach of the following amounts for each of the rolling four fiscal quarterlyperiods ending as of the last day of each fiscal quarter ending during thefollowing periods:     Period Minimum Amount January 1, 2007 through March 31, 2007 $2,000,000 April 1, 2007 through June 30, 2007 $2,500,000 July 1, 2007 and thereafter $3,000,000      2. The Agent shall have received an amendment fee in the amount of $15,000 on the datehereof.     3. Borrowers will each execute such additional documents as are reasonably requested bythe Agent to reflect the terms and conditions of this Amendment and will cause to bedelivered such certificates, legal opinions and other documents as are reasonably requiredby the Agent. In addition, the Borrower will pay all costs and expenses in connection withthe preparation, execution and delivery of the documents
4

 
executed in connection with this transaction, including, without limitation, thereasonable fees and out-of-pocket expenses of special counsel to the Agent as well as anyand all filing and recording fees and stamp and other taxes with respect thereto and to savethe Agent harmless from any and all such costs, expenses and liabilities.     4. Except as expressly amended hereby, all of the provisions of the Credit Agreementand the Credit Documents shall remain unchanged and shall continue to be, and shall remain,in full force and effect in accordance with their respective terms. The amendments setforth herein shall be limited precisely as provided for herein to the provisions expresslyamended herein and any waivers of any provisions of the Credit Agreement or other CreditDocuments granted prior to the date hereof shall be limited to such waiver on the datewaived and, in each case, the amendments and the waivers shall not be deemed to be a waiverof, an amendment to, consent to or modification of any other term or provision of the CreditAgreement or any other Credit Document or of any transaction or further or future action onthe part of the Borrower which would require the consent of the Lenders under the CreditAgreement or any of the Credit Documents.     5. This Amendment is a Credit Document executed pursuant to the Credit Agreement andshall (unless otherwise expressly indicated therein) be construed, administered and appliedin accordance with the terms and provisions of the Credit Agreement.     6. At such time as this Amendment shall become effective, all references in the CreditDocuments to the “Credit Agreement” shall be deemed to refer to the Credit Agreement asamended by this Amendment.     7. This Amendment shall be binding upon and inure to the benefit of the parties heretoand their respective successors and assigns.     8. This Amendment may be executed in any number of counterparts, each of which when soexecuted and delivered shall be deemed an original, and it shall not be necessary in makingproof of this Amendment to produce or account for more than one counterpart.     9. THIS AMENDMENT AND THE OTHER DOCUMENTS AND AGREEMENTS EXECUTED IN CONNECTIONHEREWITH (UNLESS SPECIFICALLY STIPULATED TO THE CONTRARY IN SUCH DOCUMENT OR AGREEMENT), ANDTHE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER, SHALL BE GOVERNED BY,AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NORTH CAROLINAWITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
5

 
     IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be duly executedand delivered by its proper and duly authorized officers as of the day and year first abovewritten.     **BORROWER:**SUNAIR SERVICES CORPORATION (f/k/a/ SUNAIR ELECTRONICS, INC.)