Exhibit
10.5





EXECUTION
COPY


LOAN
AND SECURITY AGREEMENT





This LOAN
AND SECURITY AGREEMENT is entered into as of December 14, 2010, between North
Mill Capital LLC, a Delaware limited liability company (“Lender”),with its chief executive
office located at 821 Alexander Road, Suite 130, Princeton, New Jersey 08540 and
Integrated Consulting Group, Inc., a Delaware corporation (“Borrower”),with its chief
executive office located at 160 Broadway, New York, New York 10038.





The
parties agree as follows:





1.            DEFINITIONS
AND CONSTRUCTION





1.1          Terms.As used in
this Agreement, the following terms shall have the following
meanings:





“Accounts”means all “Accounts” as
defined in the Code and, without limiting the following, all presently existing
and hereafter arising accounts receivable, contract rights,
health-care-insurance receivables and all other forms of obligations owing to
Borrower arising out of the sale, lease, license or assignment of goods or other
property, or the rendition of services by Borrower, whether or not earned by
performance, all credit insurance, guaranties, and other security therefor, as
well as all merchandise returned to or reclaimed by Borrower and Borrower’s
Books (as defined below) relating to any of the foregoing.





“Advances”means all loans,
advances and other financial accommodations by Lender to or on account of the
Borrower, including those under this Agreement.





“Agreement”means collectively this
Loan and Security Agreement, any concurrent or subsequent rider(s) to this Loan
and Security Agreement, and any extensions, supplements, amendments, addenda or
modifications to or in connection with this Loan and Security Agreement or any
such rider.





“Authorized Officer”
means any officer or other representative of Borrower authorized in a writing
delivered to Lender to transact business with Lender.





“Borrower’s Books”
means all of Borrower’s books and records including all of the following:
ledgers; records indicating, summarizing, or evidencing Borrower’s assets or
liabilities, or the Collateral; all information relating to Borrower’s business
operations or financial condition; all login information, passwords and other
materials which allow Borrower access to Accounts and Account debtor’s
information as to such Accounts; and all computer programs, disk or tape files,
printouts, runs, or other computer prepared information, and the facilities
containing such information.





“Business Day”means any day which is
not a Saturday, Sunday, or other day on which banks in the State of New Jersey
are authorized or required to close.





“Chattel Paper”shall have the same
meaning ascribed to such terms in the Code.









“Code”means the New
Jersey  Uniform Commercial Code, as amended or revised from time to
time.





“Collateral”means all of the
Borrower’s right title and interest in and to the following, whether now owned
or existing, or hereafter acquired or arising, and wherever located: all
Accounts; all Equipment; all General Intangibles; Chattel Paper; all Inventory;
all Negotiable Collateral; all Investment Property, all Letter of Credit Rights,
all Supporting Obligations, all Deposit Accounts, all money or any assets of
Borrower which hereafter come into the possession, custody, or control of
Lender; all proceeds and products, whether tangible or intangible, of any of the
foregoing, including proceeds of insurance covering any or all of the foregoing,
and any and all tangible or intangible property resulting from the sale, lease,
license or other disposition of the foregoing, or any portion thereof or
interest therein, and all proceeds thereof, and all other property in which a
security interest may be granted under the Code.





“Daily Balance”means the amount of the
Obligations owed at the end of a given day (excluding amounts due in respect of
the Term Loan.





“Deposit Account”shall have the meaning
ascribed to such term in the Code.





“Documents”shall have the meaning
ascribed to such term in the Code.




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“Eligible Accounts”
mean those Accounts created by Borrower in the ordinary course of business,
which are and at all times shall continue to be acceptable to Lender in all
respects; provided, however, that standards of eligibility may be fixed and
revised from time to time by Lender in Lender’s good faith
discretion.  In determining such acceptability and standards of
eligibility, Lender may, but need not, rely on agings, reports and schedules of
Accounts furnished by Borrower, but reliance by Lender thereon from time to time
shall not be deemed to limit Lender’s right to revise standards of eligibility
at any time as to both Borrower’s present and future Accounts.  In
general, an Account shall not be deemed eligible unless: (1) the Account debtor
on such Account is and at all times continues to be acceptable to Lender, and
(2) such Account complies in all respects with the representations, covenants
and warranties hereinafter set forth.  Except in Lender’s sole
discretion, Eligible Accounts shall not include any of the following: (a) any
Account which the Account debtor has failed to pay within ninety (90) days of
invoice date, (b) all Accounts owed by any Account debtor that has failed to pay
twenty five percent (25%) or more of its Accounts owed to Borrower within ninety
(90) days of invoice date; (c) Accounts with respect to
which goods are sold on a bill and hold basis or placed on consignment or for a
guaranteed sale, or which contain other terms by reason of which payment by the
Account debtor may be conditional; (d) Accounts with respect to which the
Account debtor is not a resident of the United States unless the Account is
supported by  credit insurance satisfactory to and assigned to Lender;
(e) Accounts with respect to which the Account debtor is the United States or
any department, agency or instrumentality of the United States, any State of the
United States or any city, town, municipality or division thereof unless all
filings have been made under the Federal Assignment of Claims Act or comparable
state or other statute; (f) Accounts with respect to which the Account debtor is
an officer, employee or agent of, or subsidiary of, related to, controlled by,
affiliated with or has common shareholders, officers or directors with Borrower;
(g) Accounts with respect to which Borrower is liable to the Account debtor for
goods sold or services rendered by the Account debtor to Borrower unless such
Account debtor has entered into an agreement reasonably acceptable to the Lender
to waive setoff rights, but in each such case only to the extent of liability;
(h) Accounts with respect to an Account debtor whose total obligations to
Borrower exceed fifteen percent (15%) of all Accounts, in each case solely to
the extent such Accounts exceed such percentage; (i) Accounts with respect to
which the Account debtor disputes liability or makes any claim with respect
thereto but only to the extent of such dispute, or claim, or is subject to any
insolvency proceeding, or becomes insolvent, fails or goes out of business; (j)
the Account arises out of a contract or purchase order for which a surety bond
was issued on behalf of Borrower; (k) Accounts in which Lender does not have
first priority perfected security interests; (l) Accounts where the Account
Debtor is in a jurisdiction for which Borrower is required to file a notice of
business activities or similar report and Borrower has not filed such report
within the time period required by applicable law, (m) any Account as to which
an invoice has not been issued to the Account debtor, (n) any Account which
represents a progress payment on a contract which has not been fully completed
by Borrower (it being understood that this clause (n) will not render an Account
ineligible where the services have been rendered by the Borrower and the Account
debtor requests that a master invoice be rendered on a monthly basis), (o)
Accounts where the Account debtor has filed for bankruptcy, either voluntary or
involuntary, or (p) Accounts arising from the permanent placement employees to
the extent that such Accounts are not yet earned.  Notwithstanding the
immediately preceding sentence and so long as the Account satisfies all of
Lender’s other eligibility criteria and requirements, the term Eligible Account
may, in the Lender’s sole discretion, include unbilled accounts for which all
work has been completed by Borrower.  Notwithstanding clause (h)
above, Borrower shall have the right to deliver a notice to Lender within thirty
(30) days after the closing identifying Account debtors whose accounts may from
time to time exceed fifteen percent (15%) of all Accounts.  Upon
Lender’s receipt of such notice, Lender shall review such identified Account
debtors and shall determine in the exercise of its good faith discretion which
Account debtors may represent twenty percent (20%) of all Accounts and shall
notify Borrower accordingly.  Solely with respect to such Account
debtors, clause (h) shall apply by changing the percentage referred to therein
from fifteen percent (15%) to twenty percent (20%) of all Accounts.





“Equipment” means all
“Equipment” as defined in the Code and, without limiting the following, all of
Borrower’s present and hereafter acquired equipment, machinery, machine tools,
motors, furniture, furnishings, fixtures, motor vehicles, rolling stock,
processors, tools, pans, dies, jigs, goods (other than consumer goods or farm
products) and any interest in any of the foregoing, and all attachments,
accessories, accessions, replacements, substitutions, additions, and
improvements to any of the foregoing, wherever located.





“ERISA” means the
Employee Retirement Income Security Act of 1974, as amended, and the regulations
thereunder.





“ERISA Affiliate”
means each trade or business (whether or not incorporated and whether or not
foreign) which is now or in the future, a member of a group of which Borrower is
a member and which is treated as a single employer under ERISA Section
4001(b)(1), or IRC Section 414.




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“Event of Default”
means the events specified in Section 8, below.





“General Intangibles”
means all “General Intangibles” as defined in the Code and, without limiting the
following, all of Borrower’s present and future general intangibles and other
personal property (including choses or things in action, goodwill, patents,
trade names, trademarks, service marks, blueprints, drawings, purchase orders,
customer lists, monies due or recoverable from pension funds, route lists,
infringement claims, computer programs, computer discs, computer tapes,
Borrower’s Books, literature, reports, catalogs, deposit accounts, insurance
premium rebates, tax refunds, and tax refund claims) other than goods and
Accounts.





“Guarantor” means each
person or entity which guarantees the Obligations or pledges any assets to
Lender as additional security for the Obligations.





“Insolvency
Proceeding” means any proceeding commenced by or against any person or
entity under any provision of the United States Bankruptcy Code, as amended, or
under any other state or federal insolvency law, including assignments for the
benefit of creditors, formal or informal moratoria, compositions, or extensions
generally with its creditors.





“Instruments” shall
have the meaning ascribed to such term in the Code.





“Inventory” means all
“Inventory” as defined in the Code and, without limiting the following, all
present and future inventory in which Borrower has any interest, including goods
held for sale or lease or to be furnished under a contract of service,
Borrower’s present and future raw materials, work in process, finished goods,
tangible property, stock in trade, wares, and materials used in or consumed in
Borrower’s business, goods which have been returned to, repossessed by, or
stopped in transit by Borrower, packing and shipping materials, wherever
located, any documents of title representing any of the above, and Borrower’s
Books relating to any of the foregoing.





“Investment Property”
shall have the meaning ascribed to such term in the Code.





“IRC” means the
Internal Revenue Code of 1986, as amended, and the regulations
thereunder.





“Lender Expenses”
means all of the following: costs and expenses (whether taxes, assessments,
insurance premiums or otherwise) required to be paid by Borrower under any of
the Loan Documents which are paid or advanced by Lender; filing, recording,
publication, appraisal and search fees paid or incurred by Lender in connection
with Lender’s  transactions with Borrower; costs and expenses incurred
by Lender  in the disbursement or collection of funds to or from
Borrower; charges incurred by Lender resulting from the dishonor of checks;
costs and expenses incurred by Lender to correct any default or enforce any
provision of the Loan Documents, or in gaining possession of, maintaining,
handling, preserving, storing, shipping, selling, preparing for sale, or
advertising to sell the Collateral, or any portion thereof, irrespective of
whether a sale is consummated; and costs and expenses incurred by
Lender  in enforcing or defending the Loan Documents, including, but
not limited to, costs and expenses incurred in connection with any proceeding,
suit, enforcement of judgment, or appeal; and Lender’s reasonable attorneys’
fees and expenses, including allocated fees of in-house counsel, incurred in
advising, structuring, drafting, reviewing, administering, amending,
terminating, enforcing, defending, or otherwise representing Lender concerning
the Loan Documents or the Obligations.




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“LetterofCredit Rights” shall
have the meaning ascribed to such term in the Code.





“Loan Documents”
means, collectively, this Agreement, any Note or Notes, any security agreements,
pledge agreements, mortgages, deeds of trust or other encumbrances or agreements
which secure the Obligations, and any other agreement entered into between
Borrower and Lender or by Borrower or a Guarantor in favor of Lender relating to
or in connection with this Agreement or the Obligations.





“Material Adverse
Effect” means a material adverse effect on (a) the business, operations,
property, assets, or condition, financial or otherwise, of the Borrower, (b) the
ability of the Borrower to perform any material obligation or to pay any
Obligations under this Agreement or any of the other Loan Documents, or (c) the
validity or enforceability of this Agreement or any of the other Loan Documents
or any of the material rights or remedies of the Lender hereunder or
thereunder.





“Multiemployer Plan”
means a multiemployer plan as defined in ERISA Sections 3(37) or 4001(a)(3) or
IRC Section 414(f).





“Negotiable
Collateral” means all of Borrower’s right, title and interest in all
present and future letters of credit, notes, drafts, Instruments, Documents,
leases, and Chattel Paper.





“Note” means any
promissory note made by Borrower to the order of Lender concurrently herewith or
at any time hereafter.





“Obligations” means
all loans, Advances,debts, liabilities (including all interest and amounts charged to the
Obligations pursuant to any agreement authorizing Lender to charge the
Obligations), obligations, lease payments, guaranties, covenants, and duties
owing by Borrower to Lender of any kind and description (whether pursuant to or
evidenced by the Loan Documents or by any other agreement between Lender and
Borrower, and irrespective of whether for the payment of money), whether made or
incurred prior to, on, or after the Termination Date, direct or indirect,
absolute or contingent, due or to become due, now existing or hereafter arising,
including any debt, liability or obligation owing from Borrower to others which
Lender may obtain by assignment or otherwise, and all interest thereon and all
Lender Expenses.





“Plan” means any plan
described in ERISA Section 3(2) maintained for employees of Borrower or any
ERISA Affiliate, other than a Multiemployer Plan.





“Prime Rate” means
that rate published from time to time by Israel Discount Bank of New York, or
any successor thereof, from time to time as its prime rate, which shall not
necessarily constitute its lowest available rate.




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“Supporting
Obligation” shall have the meaning ascribed to such term in the
Code.





“Term” means the
period from the date of the execution and delivery by Lender of this Agreement
through and including the later of (a) the Termination Date and (b) the payment
and performance in full of the Obligations.





“Term Loan” shall have
the meaning ascribed to such term in Section 2.1A.





“Termination Date”
means (a) December 14, 2012 (the period through such date the “Initial Term”),
unless such date is extended pursuant to Sections 3.1 or 9.1 hereof, and if so
extended on one or more occasions the last date of the last such extension, or
(b) if earlier terminated by Lender pursuant to section 9.1 hereof, the date of
such termination.





1.2          Construction.Unless
the context of this Agreement clearly requires otherwise, references to the
plural include the singular and to the singular include the plural. The words
“hereof”, “herein”, “hereby”, “hereunder”and similar terms in
this Agreement refer to this Agreement as a whole and not to any particular
provision of this Agreement.  Section, subsection, clause and exhibit
references are to this Agreement unless otherwise specified.  Words
importing a particular gender mean and include every other gender.





1.3          Accounting
Terms.All accounting terms not specifically defined herein
shall be construed in accordance with generally accepted accounting principles
(GAAP) as in effect from time to time.  When used herein, the term
financial statements shall include the notes and schedules thereto.





1.4          Exhibits.All of
the exhibits, addenda or riders attached to this Agreement shall be deemed
incorporated herein by reference.





1.5          Code.Any terms
used in this Agreement which are defined in the Code shall be construed and
defined as set forth in the Code, unless otherwise defined herein.





2.            ADVANCES
AND TERMS OF PAYMENT





2.1          Revolving Advances; Advance
Limit.Upon the request of Borrower, made at any time from and
after the date hereof until the Termination Date, and so long as no Event of
Default has occurred and is continuing, Lender may, in its good faith
discretion, make Advances in an amount up to (a) eighty-five percent (85 %) of
the aggregate outstanding amount of Eligible Accounts (the “Eligible Accounts Loan
Value”); provided, however, that in no event shall the aggregate amount
of the outstanding Advances under the revolving credit facility be greater than,
at any time, the amount of Four Million and Two Hundred Thousand Dollars
($4,200,000.00) (said dollar limit the “Advance
Limit”).  Lender may create or require reserves, including but
not limited to payroll reserves against, or reduce its advance percentages based
on Eligible Accounts  without declaring an Event of Default if it
determines, in its good faith discretion, that such reserves or reductions are
necessary, including, without limitation, to protect its interest in the
Collateral and/or against diminution in the value of any Collateral, and/or to
insure the prospect of payment or performance by Borrower of its Obligations to
Lender are not impaired.




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2.1ATerm Loan. On the
closing date, Lender shall make a term loan (the “Term Loan”) to Borrower in the
sum of One Hundred Twenty Thousand Dollars ($120,000.00).  Such loan
shall (a) not be counted in determining availability for Advances under Section
2.1, (b) bear interest as provided in Section 2.4, and (c) amortize in equal
monthly installments of principal in the amount of $30,000 plus accrued
interest.  Notwithstanding anything in this Agreement to the contrary,
Borrower shall have the right to prepay the Term Loan, in whole or from time to
time in part, without premium, prepayment fee or penalty.





2.2          Overadvances.  All
Advances shall be added to and be deemed part of the Obligations when
made.  If, at any time and for any reason, the aggregate amount of the
outstanding Advances exceeds the dollar or percentage limitations contained in
Section 2.1 (an “Overadvance”) then
Borrower shall, upon demand by Lender, immediately pay to Lender, in cash, the
amount of such Overadvance.  Without affecting Borrower’s obligation
to immediately repay to Lender the amount of each Overadvance, Borrower shall
pay to Lender a fee (the “Overadvance Fee”) in
an amount to be agreed upon between Lender and Borrower, but not less than Five
Hundred Dollars ($500.00) per occurrence of an Overadvance, plus interest on the
Overadvance amount at the Default Rate set forth below.





2.3          Authorization to Make Advances.Lender is hereby authorized to make the Advances based upon telephonic or
other instructions received from anyone Lender reasonably believes to be an
Authorized Officer, or, at the discretion of Lender, if such Advances are
necessary to satisfy any Obligations.  All requests for Advances shall
specify the date on which such Advance is to be made (which day shall be a
Business Day) and the amount of such Advance.  Requests received after
12:00 noon Eastern time on any day shall be deemed to have been made as of the
opening of business on the immediately following Business
Day.  Lender, no later than 2:30 p.m. Eastern time on the Business Day
on which the request for Advances is made (or deemed to have been made), shall
instruct its bank/ financial intermediary to wire transfer funds to
Borrower.  All Advances made under this Agreement shall be
conclusively presumed to have been made to, at the request of, and for the
benefit of Borrower when deposited to the credit of Borrower or otherwise
disbursed in accordance with the instructions of Borrower or in accordance with
the terms and conditions of this Agreement.  Unless otherwise
requested by Borrower, all Advances shall be made by a wire transfer to the
deposit account of Borrower designated on Schedule
2.3 annexed hereto, or such other account as Borrower shall notify Lender
in writing.  Borrower shall pay to Lender a funds transfer fee of
$35.00 for each Advance.  Said fees shall be payable on the first day
of each month of the Term for all Advances made during the preceding
month.




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2.4          Interest.





(a)           Except
where specified to the contrary in the Loan Documents, interest on the Daily
Balance of the Obligations and the Term Loan of $3,500,000 or less in the
aggregate shall accrue at the per annum rate of seven percentage points (7 %)
above the Prime Rate but not less than ten and one quarter percentage points
(10.25%).  In the event the sum of the Daily Balance of Obligations
plus the outstanding principal amount of the Term Loan exceeds $3,500,000 in the
aggregate, then interest on the Daily Balance of Obligations and the Term Loan
in excess of $3,500,000 shall accrue at the per annum rate of eight and one-half
percentage points (8.50%) above the Prime Rate.  The Obligations
shall, at the option of Lender, from and after the occurrence of an Event of
Default, and without constituting a waiver of any such Event of Default, and if
the Obligations are not paid in full by the Termination Date, and without
waiving the maturity of the Obligations on the Termination Date, bear interest
at the per annum rate of twelve percentage points (12 %) above the Prime Rate
(the “Default Rate”).  All interest payable under the Loan Documents
shall be computed on the basis of a three hundred and sixty (360) day year for
the actual number of days elapsed on the Daily Balance.  Interest as
provided for herein shall continue to accrue until the Obligations are paid in
full.





(b)           The
interest rate payable by Borrower under the terms of this Agreement shall be
adjusted in accordance with any change in the Prime Rate from time to time on
the date of any such change.  All interest payable by Borrower shall
be due and payable on the first day of each calendar month during the
Term.  Lender may, at its option, add such interest and all Lender
Expenses to the Obligations, and such amount shall thereafter accrue interest at
the rate then applicable under this Agreement. Notwithstanding anything to the
contrary contained in the Loan Documents, the minimum interest payable by
Borrower on the Obligations shall be calculated on a minimum daily average loan
balance of One Million Five Hundred Thousand Dollars
($1,500,000.00).  Notwithstanding anything herein to the contrary, all
payments of the Obligations shall be applied by Lender first to Obligations
bearing interest at the higher interest rate applicable subsection (a) above and
then to Obligations bearing the lower interest rate applicable subsection (a)
above.





(c)           In
no event shall interest on the Obligations exceed the highest lawful rate in
effect from time to time.  It is not the intention of the parties
hereto to make an agreement which violates any applicable state or federal usury
laws.  In no event shall Borrower pay or Lender accept or charge any
interest which, together with any other charges upon the principal or anyportion thereof,
exceeds the maximum lawful rate of interest allowable under any applicable state
or federal usury laws.  Should any provision of this Agreement or any
existing or future Notes or Loan Documents between the parties be construed to
require the payment of interest or any other fees or charges which could be
construed as interest which, together with any other charges upon the principal
or any portion thereof and any other fees or charges which could be construed as
interest, exceeds the maximum lawful rate of interest, then any such excess
shall be applied to the remaining principal balance of the Obligations, if any,
and the remainder refunded to Borrower.




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(d)           Notwithstanding
the foregoing, for purposes of this Agreement, it is the intention of Borrower
and Lender that “interest” shall mean, and be limited to, any payment to Lender
which compensates it for extending credit to Borrower, for making available to
Borrower a revolving credit facility during the term of this Agreement and for
any default or breach by Borrower of a condition upon which credit was
extended.  Borrower and Lender agree that, for the sole purpose of
calculating the “interest” paid by Borrower to Lender, it is the intention of
Borrower and Lender that interest shall mean and include, and be expressly
limited to, any interest accrued on the aggregate outstanding balance of the
Obligations during the term hereof pursuant to Sections 2.4(a) and 2.4(b); and
any Overadvance Fee, Facility Fee, and late fees charged to Borrower during the
term hereof.  Borrower and Lender further agree that it is their
intention that the following fees shall not constitute “interest”: any Servicing
Fees, any Examination Fees, any attorneys’ fees incurred by Lender, any premiums
or commissions attributable to insurance guaranteeing repayment, finders’ fees,
credit report fees, appraisal fees or fees for document preparation or
notarization.  To the extent, however, that applicable  law
excludes from the calculation of “interest” any fees
defined herein as interest, or includes as interest any fees or other sums which
are intended not to constitute interest, applicable  law shall
supersede and prevail and all such interest shall be subject to paragraph 2.4(c)
above.





2.5          Collection of
Accounts.  Lender or its designee may, at any time, with or
without notice to Borrower, notify customers or Account debtors that the
Accounts have been assigned to Lender, and that Lender has a security interest
in them and collect the Accounts directly, and add the collection costs and
expenses to the Obligations, but, unless and until Lender does so or gives
Borrower other written instructions, Borrower shall notify all Account debtors
to remit payments on Accounts by check to Lender’s  lockbox to be
designated by Lender.  Any wire transfers or ACH electronic payments
shall be sent directly into Lender’s blocked account.  All such
payments remitted to the lockbox shall be credited to a deposit account of
Lender and into which account remittances from account debtors of other clients
of Lender may be credited.  If notwithstanding said notice Borrower
obtains payment on any Account, Borrower shall receive all payments on Accounts
and other proceeds, including cash, of Collateral in trust for Lender and
immediately deposit said payments into Lender’s blocked account, with any
necessary endorsements and remit copies of said payments to Lender via
electronic mail.  Any credit card payments obtained by Borrower on
Accounts shall be remitted to Lender on the day of receipt of such credit card
payment, by depositing an exchange check into Lender’s blocked
account.  Notwithstanding the foregoing, on or before January 31,
2011, Lender shall use its good faith commercially reasonable efforts to
establish a separate deposit account (“Lender’s Deposit Account”) under Lender’s
exclusive dominion and control.  No funds of Lender or any other
person shall be held in the Lender’s Deposit Account or commingled in any way
with the funds held therein.  Once the Lender’s Deposit Account has
been established, all checks received in the lockbox and all wire transfers or
ACH electronic payments shall be deposited in the Lender’s Deposit
Account.





2.6          Crediting Payments.The
receipt of any item of payment by Lender shall, for the sole purpose of
determining availability under the revolving credit facility provided for
herein, subject to final payment of such item, be provisionally applied to
reduce the Obligations on the date of receipt of such item by Lender, but the
receipt of such an item of payment shall for all other purposes in determining
the Daily Balance, including without limitation for the purpose of calculation
of interest on the Obligations and the calculation of the Servicing Fee, not be
deemed to have been paid to Lender until four (4) Business Days after the date
of Lender’s actual receipt of  payment.  Notwithstanding
anything to the contrary contained herein, payments received by Lender after
11:00 a.m. Eastern time shall be deemed to have been received by Lender as of
the opening of business on the immediately following Business Day.




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2.7          Facility Fee.  In
consideration of Lender entering into this Agreement, Borrower shall pay to
Lender a facility fee (the “Facility Fee”)of (i) one and one half
percent (1.50 %) of the Advance Limit, plus the original principal balance of
any term loans and Advances other than under the revolving credit facility
provided for in Section 2.1 hereof, by Lender to or on behalf of Borrower, (ii)
plus Ten Thousand Dollars ($10,000.00) which shall be earned and paid
simultaneous with the execution of this Agreement, and thereafter a Facility Fee
of (i) one and one half percent (1.50 %) of the Advance Limit, plus the then
outstanding principal balance of any term loans and Advances other than under
the revolving credit facility provided for in Section 2.1 hereof, (ii) plus Ten
Thousand Dollars ($10,000.00) by Lender to or on behalf of Borrower, earned and
paid on each annual anniversary of the date hereof.





2.8          Servicing
Fee.Borrower shall pay to Lender a fee (the “Servicing Fee”)of $1,500 per month on
or before the first day of each month in respect of Lender’s services for the
preceding month, during the Term, including each Renewal Term, or so long as the
Obligations are outstanding.





2.9          Field Examination
Fee.Borrower shall pay to Lender a fee (the “Field
Examination Fee”)in an amount equal to
Eight Hundred and Fifty Dollars ($850.00) per day per examiner, plus
out-of-pocket expenses for each examination of Borrower’s Books or the other
Collateral performed by Lender or its designee.





2.10    
  Late Reporting
Fee.Borrower shall pay to Lender a fee in an amount equal to
Fifty Dollars ($50.00) per document per day for each Business Day any report,
financial statement or schedule required by this Agreement to be delivered to
Lender is past due.





2.11        Monthly
Statements.Lender may render monthly statements to Borrower
of all Obligations, including statements of all principal, interest and Lender
Expenses, and Borrower shall have fully and irrevocably waived all objections to
such statements and the contents thereof unless, within thirty (30) days after
receipt, Borrower shall deliver to Lender, by registered, certified or overnight
mail as set forth in Section 12 hereof, written objection to such statement
specifying the error or errors, if any, contained therein.





3.            TERM





3.1          Term and Renewal
Date.This Agreement shall become effective upon execution by
Lender and Borrower and continue in full force through the Initial Term and for
one additional term of one year thereafter (the “Renewal Term”) if Borrower
requests such Renewal Term in writing and if Lender, at its sole option, in
writing agrees to extend the Term for one (1) year from the then Termination
Date.  Such request by Borrower shall be made at least forth-five (45)
days prior to the then Termination Date and Lender shall respond at least thirty
(30) days prior to the then Termination Date.  In addition, Lender
shall have the right to terminate this Agreement immediately at any time upon
the occurrence and during the continuance of an Event of Default.  No
such termination shall relieve or discharge Borrower of its duties, Obligations
and covenants hereunder until all Obligations have been paid and performed in
full, and Lender’s continuing security interest in the Collateral shall remain
in effect until the Obligations have been fully paid and satisfied in cash or
cash equivalents as provided in Section 3.3.  On the Termination Date
of this Agreement, the Obligations shall be immediately due and payable in
full.




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3.2         
Early Termination
Fee.If the Term is terminated by Lender upon the occurrence
of an Event of Default, or is terminated by Borrower except as provided in
Section 3.1, in view of the impracticability and extreme difficulty of
ascertaining actual damages and by mutual agreement of the parties as to a
reasonable calculation of Lender’s lost profits as a result thereof, Borrower
shall pay Lender upon the effective date of such termination a fee in an amount
equal to: (a) three  percent (3 %) of the Advance Limit, plus the then
outstanding principal balance of any term loans or other Advances by Lender to
or on behalf of Borrower, if such termination occurs on or prior to the first
(1st) anniversary of the commencement date of the Initial Term; and (b)
two  percent (2 %) of the Advance Limit plus the then outstanding
principal balance of any term loans or other Advances by Lender to or on behalf
of Borrower if such termination occurs after the first (1st) anniversary but
before the second (2nd) anniversary of the commencement date of the Initial
TermSuch fee shall
be presumed to be the amount of damages sustained by Lender as the result of an
early termination and Borrower acknowledges that it is reasonable under the
circumstances currently existing.  The fee provided for in this
Section 3.2 shall be deemed included in the Obligations.





3.3          Release of Liens and Guaranty on
Termination.  Notwithstanding anything herein to the contrary,
upon termination of this Agreement and payment in full of the Obligations
(including all indemnification claims which have theretofore been made by Lender
but excluding all contingent or indemnification obligations relating to claims
that have not then arisen or been asserted), all guaranties shall be released
and all liens of Lender shall be terminated notwithstanding that certain
provisions of the Agreement by their terms shall survive such
termination.  Lender agrees that it will, at Borrower’s expense,
execute and deliver to Borrower such documents and instruments reasonably
satisfactory to Lender evidencing such termination and release and shall
authorize Borrower or its counsel to file UCC-3 termination statements and
otherwise to evidence the termination of the Lender’s liens of
record.  Nothing in this Section 3.3 shall be deemed to require Lender
to release the guaranties or its liens unless the Lender refinancing the credit
facility established hereunder agrees to indemnify or reimburse Lender (to the
extent not paid by Borrower) for any losses incurred by Lender with respect to
all checks or similar instruments deposited to Lender’s Deposit Account for
which Lender has not received full and final credit if such checks or similar
instruments are dishonored.





4.            CREATION
OF CONTINUING SECURITY INTEREST





4.1        Grant of Continuing
Security Interest.Borrower hereby grants to Lender a
continuing security interest in all presently existing and hereafter acquired or
arising Collateral in order to secure  prompt repayment of the
Obligations and in order to secure prompt performance by Borrower of each and
all of its covenants and Obligations under the Loan Documents and
otherwise.  Lender’s continuing security interest in the Collateral
shall attach to all Collateral without further act on the part of Lender or
Borrower.





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4.2         Negotiable
Collateral.In the event that any Collateral, including
proceeds, is evidenced by or consists of Negotiable Collateral, Borrower shall
notify Lender and upon the request of Lender, immediately endorse and assign
such Negotiable Collateral to Lender and deliver physical possession of such
Negotiable Collateral to Lender.





4.3         Delivery of Additional Documentation
Required.Borrower shall execute and deliver to Lender
concurrently with Borrower’s execution and delivery of this Agreement and at any
time thereafter at the request of Lender, security agreements, chattel
mortgages, pledges, assignments, endorsements of certificates of title,
applications for title, affidavits, reports, notices, schedules of accounts,
letters of authority, and all other documents that Lender may reasonably
request, in form satisfactory to Lender, to perfect and maintain perfected
Lender’s continuing security interests in the Collateral and in order to fully
consummate all of the transactions contemplated under the Loan
Documents.  Borrower hereby authorizes Lender to file and/or record
such financing statements and other documents as Lender deems necessary to
perfect and maintain Lender’s continuing security interest in the Collateral,
and agrees any such financing statement may contain an “all
asset” or “all
property” description of the Collateral, and Borrower hereby ratifies any such
financing statement or other document heretofore filed by Lender.





4.4         Power of
Attorney.Borrower hereby irrevocably makes, constitutes and
appoints Lender (and any person designated by Lender) as Borrower’s true and
lawful attorney-in-fact with power to sign the name of Borrower on any of the
documents describe in §4.3 hereof or on any other similar documents to be
executed, recorded or filed in order to perfect or continue perfected Lender’s
continuing security interest in the Collateral.  In addition, Borrower
hereby appoints Lender (and any person designated by Lender) as Borrower’s
attorney-in-fact with power to: (a) sign Borrower’s name on verifications of
Accounts and other Collateral, and on notices to Account debtors; (b) send
requests for verification of Accounts and other Collateral; (c) endorse
Borrower’s name on any checks, notes, acceptances, money orders, drafts or other
forms of payment or security that may come into Lender’s possession; (d) notify
the post office authorities to change the address for delivery of Borrower’s
mail to an address designated by Lender, to receive and open all mail addressed
to Borrower, and to retain all mail relating to the Collateral and forward all
other mail to Borrower; (e) make, settle and adjust all claims under Borrower’s
policies of insurance, endorse the name of Borrower on any check, draft,
instrument or other item of payment for the proceeds of such policies of
insurance and make all determinations and decisions with respect to such
policies of insurance.  The appointment of Lender as Borrower’s
attorney-in-fact and each and every one of Lender’s rights and powers, being
coupled with an interest, is irrevocable so long as any Accounts in which Lender
has a continuing security interest remain unpaid and until all of the
Obligations have been fully repaid and performed.





4.5          Right to
Inspect.  Lender shall have the right at any time or times
hereafter during Borrower’s usual business hours, or during the usual business
hours of any third party having control over Borrower’s Books, to inspect
Borrower’s Books in order to verify the amount or condition of, or any other
matter relating to, the Collateral or Borrower’s financial
condition.  Lender also shall have the right at any time or times
hereafter during Borrower’s usual business hours to inspect, examine and
appraise the Inventory, the Equipment and other Collateral, and to check and
test the same as to quality, quantity, value and condition.




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5.            REPRESENTATIONS
AND WARRANTIES





Borrower
represents and warrants to Lender the following and acknowledges
that:





5.1          No Prior Encumbrances; Security
Interests.Borrower has good and marketable title to the
Collateral, free and clear of liens, claims, security interests or encumbrances,
except for the liens, claims, security interests or encumbrances (a) in favor of
the Lender under the Loan Documents and (b) disclosed on Schedule
5.1 annexed hereto.





5.2          Bona Fide
Accounts.AllEligible Accounts as
reflected on the Borrower’s borrowing base certificate(s) represent bona fide
sales or leases of goods and/or services for which Borrower has an unconditional
right to payment and as to which the goods have been delivered to the customer
and/or the services rendered to the customer, as
applicable.  Notwithstanding the foregoing, with respect to each
payroll period ending on or before December 12, 2010, the foregoing
representation and warranty shall be made to the best of Borrower’s knowledge
after conducting due inquiry.





5.3          Intentionally
Omitted.





5.4          Location of Inventory and
Equipment.The Inventory and Equipment is not now and shall
not at any time or times hereafter be stored with a bailee, warehouseman,
processor, or similar party.  Borrower shall keep the Inventory and
Equipment only at its address set forth on the first page hereof and at the
locations set forth on Schedule
5.4 annexed hereto.


5.5          Inventory
Records.Borrower now keeps and hereafter at all times shall
keep correct and accurate records itemizing and describing the kind, type,
quality and quantity of the Inventory and Borrower’s cost of said items and none
of Borrower’s Inventory contains any labels, trademarks, trade-names or other
identifying characteristics which are the properties of third
parties.





5.6          Retail Accounts.No
Accounts arise from the sale of goods or rendition of services for personal,
family or household purposes.





5.7          Relocation of Chief Executive
Office.The chief executive office of Borrower and the
location of all books and records of Borrower relating to the Collateral is at
the address indicated on the first page of this Agreement and Borrower will not,
without thirty (30) days’ prior written notice to Lender and compliance with
Section 4.3 hereof, relocate such office.  Notwithstanding the
immediately preceding sentence, Borrower acknowledges that Borrower’s Books may
at the closing of this Agreement be located at 15 West 39th Street,
New York, New York.  Borrower shall cause Borrower’s Books to be moved
to Borrower’s address located on the first page of the Agreement within thirty
(30) days of the execution of this Agreement.




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5.8          Due Incorporation and
Qualification.Borrower is, and shall at all times hereafter,
be a corporation duly organized and existing under the laws of the state of its
incorporation as set forth on the first page hereof, and is qualified and
licensed to do business and is in good standing in any state in which the
conduct of its business or its ownership of assets requires that it be so
qualified.





5.9          Fictitious
Name.Borrower is conducting its business under the trade
names or fictitious names set forth on Schedule 5.9 and no
others.  Borrower has complied with the trade name and fictitious name
laws of all jurisdictions in which compliance is required in connection with its
use of such names.





5.10        Permits and
Licenses.Borrower holds all material licenses, permits,
franchises, approvals and consents required for the conduct of its business and
the ownership and operation of its assets.





5.11        Due
Authorization.Borrower has the right and power and is duly
authorized to enter into the Loan Documents to which it is a party.





5.12       Compliance with Articles; Bylaws,
Certificate of Formation, Operating Agreement.The execution
by Borrower of the Loan Documents to which it is a party does not constitute a
breach of any provision contained in Borrower’s Certificate of Incorporation or
its Bylaws, nor does it constitute an event of default under any material
agreement to which Borrower a party.





5.13        Litigation.There
are no actions, proceedings or claims pending by or against Borrower, whether or
not before any court or administrative agency and Borrower has no knowledge or
notice of any pending, threatened or imminent litigation, governmental
investigations, or claims, complaints, actions, or prosecutions involving
Borrower, except for ongoing collection matters in which Borrower is the
plaintiff.  If any such actions, proceedings or claims presently exist
or arise during the Term, Borrower shall promptly notify Lender in writing and
shall, from time to time, notify Lender of all material events relating
thereto.





5.14        Accuracy of Information and No
Material Adverse Change in Financial Statements.All
information furnished by Borrower to Lender and all statements made by Borrower
to Lender, including, without limitation, information set forth in a loan
application, is true, accurate and complete in all respects and does not fail to
contain any information that would cause the information furnishedto
be materially misleading.  All financial statements relating to
Borrower which have been or may hereafter be delivered to Lender (i) have been
prepared in accordance with GAAP; (ii) fairly present Borrower’s financial
condition as of the date thereof and Borrower’s results of operations for the
period then ended; and (iii) disclose all contingent obligations of
Borrower.  In addition, no material adverse change in the financial
condition of Borrower has occurred since the date of the most recent of such
financial statements.





5.15        Solvency.Borrower
is now, and shall be at all times through the Term, solvent and able to pay its
debts (including trade debts) as they mature.




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5.16        ERISA.  Neither
Borrower nor any person that is an  ERISA Affiliate at the time that
this representation and warranty is made or deemed made, nor any Plan is or has
been in violation of any of the provisions of ERISA in any material respect, any
of the qualification requirements of IRC Section 401(a), or any of the published
interpretations thereof.  No lien upon the assets of Borrower has
arisen with respect to any Plan.  No “prohibited transaction”within the meaning of
ERISA Section 406 or IRC Section 4975(c) has occurred with respect to any
Plan.  Neither Borrower nor any person that is an  ERISA
Affiliate at the time that this representation and warranty is made or deemed
made has incurred anywithdrawal liability with respect to any Multiemployer
Plan.  Borrower and each any person that is an  ERISA
Affiliate at the time that this representation and warranty is made or deemed
made have made all contributions required to be made by them to anyPlan or Multiemployer
Plan when due.  There is no accumulated funding deficiency in any
Plan, whether or not waived.





5.17        Environmental Laws and Hazardous
Materials.Borrower has complied, and at all times through the
Term will comply in all material respects, with all applicable Environmental
Laws.  Borrower has not and will not cause or permit any Hazardous
Materials to be located, incorporated, generated, stored, manufactured,
transported to or from, released, disposed of, or used at, upon, under, or
within any premises at which Borrower conducts its business, or in connection
with Borrower’s business except in accordance with applicable law.  To
the best of Borrower’s knowledge without inquiry, no prior owner or operator of
any premises at which Borrower conducts its business has caused or permitted any
of the above to occur at, upon, under, or within any of the
premises.  Borrower will not permit any lien to be filed against the
Collateral or any part thereof under any Environmental Law, and will promptly
notify Lender of any proceeding, inquiry or claim relating to any alleged
violation of any Environmental Law, or any alleged loss, damage or injury
resulting from any Hazardous Material.  Lender shall have the right to
join and participate in, as a party if it so elects, any legal or administrative
proceeding initiated with respect to any Hazardous Material or in connection
with any Environmental Law.  “Hazardous Material” includes without
limitation any substance, material, emission, or waste which is or hereafter
becomes regulated or classified as a hazardous substance, hazardous material,
toxic substance or solid waste under any Environmental Law, asbestos, petroleum
products, urea formaldehyde, polychlorinated biphenyls (PCBs), radon, and any
other hazardous or toxic substance, material, emission or
waste.  “Environmental Law” means the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended, the Resource
Conservation and Recovery Act of 1976, the Hazardous Materials Transportation
Act, the Toxic Substances Control Act, the regulations pertaining to such
statutes, and any other safety, health or environmental statutes, laws,
regulations or ordinances of the United States or of any state, county or
municipality in which Borrower conducts its business or the Collateral is
located.





5.18        Tax
Compliance.Borrower has filed all tax returns required to be
filed by it and has paid all taxes due and payable on said returns and on any
assessment made against it or its assets.




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5.19        Reliance by Lender;
Cumulative.Each warranty, representation and agreement
contained in this Agreement shall be automatically deemed repeated by Borrower
with each request for an Advance and shall be conclusively presumed to have been
relied on by Lender regardless of any investigation made or information
possessed by Lender.  The warranties, representations and agreements
set forth herein shall be cumulative and in addition to any and all other
warranties, representations and agreements which Borrower shall now or hereafter
give, or cause to be given, to Lender.





5.20 Capitalization.Corporate
Resource Services, Inc. (“CRS”) is the sole stockholder of
Borrower.





6.           AFFIRMATIVE
COVENANTS





6.1          Collateral and Other
Reports.At least weekly and upon each request for an Advance,
Borrower shall deliver to Lender, a borrowing base certificate in a form
acceptable to Lender and substantially in the format previously provided to
Borrower.  In addition, at least weekly Borrower shall deliver to
Lender  a detailed aging of the Accounts, a reconciliation statement
and a summary aging, by vendor, of all accounts payable of Borrower and any book
overdraft, time sheets, collection reports, sales journals, invoices, original
delivery receipts, customers’ purchase orders, and such other documentation as
Lender may deem necessary.  Borrower shall deliver to Lender on a
weekly basis evidence of payment of payroll taxes together with such other
supporting documentation and Lender may require.  Absent such a
request by Lender, copies of all such documentation shall be held by Borrower as
custodian for Lender.





6.2          Allowances.  Allowances,
if any, as between Borrower and any Account debtors, shall be permitted on the
same basis and in accordance with the usual customary practices of
Borrower.  Borrower shall promptly notify Lender of all disputes and
claims.





6.3          Intentionally
Omitted.





6.4          Financial Statements, Reports,
Certificates.Borrower shall deliver to Lender: (a) as soon as
available, but in any event within thirty (30) days after the end of each month
during the Term, a balance sheet and profit and loss statement prepared by
Borrower covering Borrower’s operations during such period; and (b) as soon as
available, but in any event within ninety (90) days after the end of each of
Borrower’s fiscal years, audited financial statements of Borrower for each such
fiscal year, prepared by independent certified public accountants acceptable to
Lender.  Such financial statements shall include a balance sheet,
related statements of income, cash flows and stockholder’s
equity.  Borrower shall also deliver, promptly after the receipt
thereof, each accountants’ management letter.  Borrower shall also
deliver to Lender such other reports reasonably requested by Lender relating to
the Collateral and the financial condition of Borrower and
a  certificate signed by its chief financial officer to the effect
that all reports, statements or computer prepared information of any kind or
nature delivered or caused to be delivered to Lender under this Section 6.4
fairly present its financial condition and that there exists on the date of
delivery of such certificate to Lender no condition or event which constitutes
an Event of Default.




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6.5   
      Tax Returns,
Receipts.Borrower shall deliver to Lender copies of each of
its federal income tax returns, and any amendments thereto, within thirty (30)
days of the filing thereof.  Borrower further shall promptly deliver
to Lender, upon request, satisfactory evidence of Borrower’s payment of all
withholding and other taxes required to be paid by it.   Borrower
agrees to cause any Guarantor to deliver to Lender (a) financial statements, as
and when required by the guaranty to which he, she or it, as applicable, is a
party, and (b) copies of Guarantor’s federal income tax returns, and any
amendments thereto, within thirty (30) days of the filing thereof.





6.6          Intentionally Omitted.





6.7          Title to
Equipment.Upon Lender’s request, Borrower shall immediately
deliver to Lender, properly endorsed, any and all evidences of ownership of, or,
if applicable, certificates of title, or applications for title to any items of
Equipment.





6.8          Maintenance of
Equipment.Borrower shall keep and maintain the Equipment in
good operating condition and repair, and shall make all necessary replacements
thereto so that its value and operating efficiency shall at all times be
maintained and preserved. Borrower shall not permit any item of Equipment to
become a fixture to real estate or an accession to other property, and the
Equipment is now and shall at all times remain Borrower’s personal
property.





6.9          Taxes.  All Federal,
state and local assessments and taxes, whether real, personal or otherwise, due
or payable by, or imposed, levied or assessed against Borrower or any of its
assets or in connection with Borrower’s business shall hereafter be paid in
full, before they become delinquent or before the expiration of any extension
period.  Borrower shall make due and timely payment or deposit of all
federal, state and local taxes, assessments or contributions required of it by
law, and will execute and deliver to Lender, on demand, appropriate certificates
attesting to the payment or deposit thereof.





6.10        Insurance.Borrower,
at its expense, shall keep and maintain the Collateral insured against all risk
of loss or damage from fire, theft, vandalism, malicious mischief, explosion,
sprinklers, and all other hazards and risks of physical damage included within
the meaning of the term “extended coverage” in such amounts as are ordinarily
insured against by similar businesses.  Borrower shall also keep and
maintain comprehensive general public liability insurance and property damage
insurance, and insurance against loss from business interruption, insuring
against all risks relating to or arising from Borrower’s ownership and use of
the Collateral and its other assets and the operation of its business. All such
policies shall be in such form, with such companies and in such amounts as may
be satisfactory to Lender.  Borrower shall deliver to Lender certified
copies of such policies and evidence of the payments of all premiums
therefore.  All such policies (except those of public liability and
liability property damage) shall contain a Lender’s Loss Payable endorsement in
a form satisfactory to Lender, naming Lender as sole loss payee thereof, and
containing a waiver of warranties. All proceeds payable under such policies
shall be payable to Lender and applied to the Obligations. Evidence of such
insurance as required herein shall be provided to Lender within five (5) days of
the execution of this Agreement.




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6.11        Expenses.Borrower
shall immediately and without demand reimburse Lender for all Lender Expenses
and Borrower hereby authorizes the payment of such Lender Expenses.





6.12        Compliance with the
Law.Borrower shall comply, in all material respects, with the
requirements of all applicable laws, rules, regulations and orders of
governmental authorities relating to Borrower and the conduct of its
business.





6.13        Accounting
System.In addition to the other reporting requirements
contained in this Agreement, Borrower at all times hereafter shall maintain a
standard and modern system of accounting in accordance with GAAP with ledger and
account cards or computer tapes, disks, printouts and records pertaining to the
Collateral.  Lender may reasonably request  in writing that
such ledger and account cards or computer tapes, disks, printouts and records
pertaining to the Collateral contain information specified therein and Borrower
shall be afforded a reasonable period of time to implement such
request.





7.           NEGATIVE
COVENANTS





Borrower
covenants and acknowledges that during the Term, Borrower shall not undertake
any of the following:





7.1          Extraordinary Transactions and
Disposal of Assets.Except for the transactions contemplated
by the FAPA (as defined below) and the Loan Documents, enter into any
transaction not in the ordinary and usual course of its business, including but
not limited to the sale, lease, disposal, movement, relocation or transfer,
whether by sale or otherwise, of any its assets other than sales of Inventory in
the ordinary and usual course of its business as presently conducted; incur any
indebtedness for borrowed money, or other indebtedness outside the ordinary and
usual course of its business, except for Advances and other indebtedness owed to
Lender, renewals or extensions of existing debts which may be permitted by
Lender in Lender’s sole discretion.





7.2          Change Name,
etc.Change its name, business structure, jurisdiction of
incorporation or formation as applicable, or identity, or add any new fictitious
name.





7.3          Merge,
Acquire.Merge, acquire, or consolidate with or into any other
business organization.





7.4          Guaranty.Guaranty
or otherwise become in any way liable with respect to the obligations of any
third party, except by endorsement of instruments or items of payment for
deposit to the account of Borrower or for negotiation and delivery to
Lender.





7.5  Restructure.Make
any change in its financial structure or business operations or transfer or
divert any present or future clients of Borrower to persons or entities which
are related to, controlled by, affiliated with or have a common shareholder,
officer or director with Borrower.  For purposes hereof present
clients of Borrower shall include those clients acquired by Borrower pursuant to
by the Foreclosure and Asset Purchase Agreement dated November 9, 2010, as same
has been amended  (the “FAPA”) by and among Lender, Integrated
Consulting Group of New York, LLC, The Tuttle Agency, Inc., The Tuttle Agency of
New Jersey, Inc. Tuttle Specialty Services, Inc., Segue Search of New Jersey,
Inc., Eric Goldstein and Borrower, including without limitation the Unique
Clients as defined in Exhibit J to the FAPA.




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7.6          Prepayments.Prepay
any  indebtedness which may be owing to any third party other than
trade payables.





7.7          Intentionally
Omitted.





7.8          Intentionally
Omitted





7.9   
      Loans and
Advances.Make any loans, advances or extensions of credit to
any person or entity, including officer, director, executive employee or
shareholder of Borrower (or any relative of any of the foregoing), or to any
entity which is a subsidiary of, related to, affiliated with or has common
shareholders, officers or directors with Borrower, provided that the Borrower
may make loans or advances to employees for the purpose of travel or
entertainment in the ordinary course of business provided that the aggregate
amount thereof outstanding at any one time shall not, if not repaid, be
reasonably expected to have a Material Adverse Effect.





7.10  
     Capital
Expenditures.Make any plant or fixed capital expenditure, or
any commitment therefor, or purchase or lease any real or personal assets or
replacement Equipment in excess of Twenty Five Thousand Dollars ($25,000.00) for
any individual transaction or where the aggregate amount of such transactions in
any fiscal year exceeds Fifty Thousand Dollars ($50,000.00).





7.11   
    Consignments of
Inventory.Consign any Inventory to any third party or obtain
any Inventory on a consignment basis from any third party.





7.12        Distributions.Make
any distribution or declare or pay any dividends (in cash or in stock) on, or
purchase, acquire, redeem or retire any of its capital stock, of any class,
whether now or hereafter outstanding.





7.13        Accounting
Methods.Modify or change its method of accounting or enter
into, modify or terminate any agreement presently existing or at any time
hereafter entered into with any third party for the preparation or storage of
Borrower’s records of Accounts and financial condition without said party
agreeing to provide Lender with information regarding the Collateral or
Borrower’s financial condition. Borrower waives the right to assert a
confidential relationship, if any, it may have with any such third party in
connection with any information requested by Lender hereunder, and agrees that
Lender may contact any such party directly in order to obtain such
information.





7.14        Business
Suspension.Suspend or go out of business.




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7.15       Liens.  Borrower
will not create or permit to be created any security interest, lien, pledge,
mortgage or encumbrance on any Collateral or any of its other assets.





8.            EVENTS
OF DEFAULT





The
occurrence of any one or more of the following events shall constitute an Event
of Default by Borrower hereunder:





8.1          Failure to
Pay.Borrower’s failure to pay when due and payable, or when
declared due and payable, any portion of the Obligations (whether principal,
interest, taxes, Lender Expenses or otherwise).





8.2          Failure to
Perform.Borrower’s or a Guarantor’s failure to perform, keep
or observe any term, provision, condition, representation, warranty, covenant or
agreement contained in this Agreement, in any of the Loan Documents or in any
other present or future agreement between Borrower, and/or a Guarantor and
Lender.





8.3          Misrepresentation.Any
misstatement or misrepresentation in any warranty, representation, statement,
aging or report when made to Lender by, Borrower and/or a Guarantor or any
officer, employee, agent or director thereof, or if any such warranty,
representation, statement, aging or report is withdrawn by such
person;





8.4          Material Adverse
Change.There is a material adverse change in Borrower’s, or a
Guarantor’s, business or financial condition;





8.5          Material
Impairment.There is a material impairment of the prospect of
repayment of the Obligations or a material impairment of Lender’s continuing
security interests in the Collateral;





8.6          Levy or
Attachment.Any material portion of Borrower’s assets is
attached, seized, subjected to a writ or distress warrant or is levied upon, or
comes into the possession of any judicial officer or assignee;





8.7          Insolvency by Borrower or
Guarantor.An Insolvency Proceeding is commenced by Borrower
or by a Guarantor;





8.8          Insolvency Against
Borrower.An Insolvency Proceeding is commenced against
Borrower or a Guarantor;





8.9          Injunction Against
Borrower.Borrower is enjoined, restrained or in any way
prevented by court order from continuing to conduct all or any material part of
its business;





8.10        Government Lien.A
notice of lien, levy or assessment is filed of record with respect to any of
Borrower’s or a Guarantor’s assets by the United States Government, or any
department, agency or instrumentality thereof, or by any state, county,
municipal or other governmental agency, or any taxes or debts owing at any time
hereafter to any one or more of such entities becomes a lien, whether choate or
otherwise, upon any of Borrower’s or a Guarantor’s assets and the same is not
paid on the payment date thereof;




- 20
-




8.11        Judgment.One or
more judgments for the payment of money in an aggregate amount in excess of
$50,000 is entered against Borrower or a Guarantor (which judgment shall not be
fully covered by insurance without taking into account any applicable
deductibles).





8.12        Default to Third
Party.There is a default in any material agreement to which
Borrower or a Guarantor is a party or by which binds Borrower or a Guarantor or
any of their assets;





8.13        Subordinated Debt
Payments.Borrower makes any payment on account of
indebtedness which has now or hereafter been subordinated to the Obligations,
except to the extent such payment is allowed under any subordination agreement
entered into with Lender;





8.14        Termination of
Guarantor.A Guarantor dies or terminates his, her or its
guaranty; or





8.15        Change in
Management.If Robert Cassera ceases to a director of Borrower
or if Jay Schecter or Kurt Carlson cease to be actively engaged in the
management of Borrower unless, within 30 days, Borrower shall appoint a
replacement for Messrs. Schecter or Carlson reasonably acceptable to
Lender.





8.16        ERISA
Violation.A“prohibited
transaction”within the meaning of
ERISA Section 406 or IRC Section 1975(c) shall occur with respect to a Plan
which could have a material adverse effect on the financial condition of
Borrower; any lien upon the assets of Borrower in connection with any Plan shall
arise; Borrower or any person that is then an ERISA Affiliate shall completely
or partially withdraw from a Multiemployer Plan and such withdrawal could, in
the opinion of Lender, have a material adverse effect on the financial condition
of Borrower. Borrower or any of person that is then an ERISA Affiliates shall
fail to make full payment when due of all amounts which Borrower or any persons
who are then ERISA Affiliates may be required to pay to any Plan or any
Multiemployer Plan as one or more contributions thereto; Borrower or any persons
that are then ERISA Affiliates creates or permits the creation of any
accumulated funding deficiency, whether or not waived; the voluntary or
involuntary termination of any Plan which termination could, in the opinion of
Lender, have a material adverse effect on the financial condition of Borrower or
Borrower shall fail to notify Lender promptly and in any event within ten (10)
days of the occurrence of an event which constitutes an Event of Default under
this clause or would constitute an Event of Default upon the exercise of
Lender’s judgment.





8.17        Loss of License,
Etc.If any license, permit, distributor, franchise or similar
agreement, necessary for the continued operation of Borrower’s ordinary course
of business is revoked, suspended or terminated.




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8.18      
 Change of Ownership.CRS ceases to be the sole shareholder of the Borrower or CRS’ capital
stock in Borrower is sold, disposed of, transferred, hypothecated, pledged,
encumbered, seized, or levied upon, whether voluntarily or
involuntarily.





Notwithstanding
anything contained in this Section 8 to the contrary, Lender shall refrain from
exercising its rights and remedies and an Event of Default shall not be deemed
to have occurred by reason of the occurrence of any of the events set forth in
Sections 8.6, 8.8, 8.10 or 8.11 hereof if, within twenty (20) days from the date
thereof, the same is released, discharged, dismissed, bonded against or
satisfied; provided, however, Lender shall not be obligated to make Advances to
Borrower during such period.





9.            LENDER’S RIGHTS AND
REMEDIES





9.1           Rights and
Remedies.Upon the occurrence of an Event of Default, Lender
may, at its election, without notice of such election and without demand, do any
one or more of the following:





(a)             Declare
all Obligations, whether evidenced by the Loan Documents or otherwise,
immediately due and payable in full;





(b)             Cease
advancing money or extending credit to or for the benefit of Borrower under the
Loan Documents or under any other agreement between Borrower and
Lender;





(c)             Terminate
this Agreement as to any future liability or obligation of Lender but without
affecting Lender’s rights and security interest in the Collateral and without
affecting the Obligations;





(d)             Settle
or adjust disputes and claims directly with Account debtors for amounts and upon
terms which Lender considers advisable and, in such cases, Lender will credit
the Obligations with the net amounts received by Lender in payment of such
disputed Accounts, after deducting all Lender Expenses;





(e)             Cause
Borrower to hold all returned Inventory in trust for Lender, segregate all
returned Inventory from all other property of Borrower or in Borrower’s
possession and conspicuously label said returned Inventory as the property of
Lender;





(f)             Without
notice to or demand upon Borrower or a Guarantor, make such payments and do such
acts as Lender considers necessary or reasonable to protect its security
interest in the Collateral.  Borrower shall assemble the Collateral if
Lender so requires and deliver or make the Collateral available to Lender at a
place designated by Lender.  Borrower authorizes Lender to enter any
premises where the Collateral is located, to take and maintain possession of the
Collateral, or any part of it, and to pay, purchase, contest or compromise any
encumbrance, charge or lien which in Lender’s determination appears to be prior
or superior to its security interest and to pay all expenses incurred in
connection therewith;




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(g)
           Ship, reclaim,
recover, store, finish, maintain, repair, prepare for sale, lease, license or
other disposition, advertise for sale,lease, license or other
disposition, and sell, lease, license or otherwise dispose (in the manner
provided for herein) the Collateral.  Lender is hereby granted a
license or other right to use, without charge, Borrower’s labels, patents,
copyrights, rights of use of any name, trade secrets, trade names, trademarks,
service marks, and advertising matter, or any asset of a similar nature,
pertaining to the Collateral, in completing the production of, advertising for
sale,lease license or
other disposition, and sale, lease, license or other disposition of the
Collateral. Borrower’s rights under all licenses and all franchise agreements
shall inure to benefit;





(h)            Sell,
lease, license or otherwise dispose of the Collateral at either a public or
private proceeding, or both, by way of one or more contracts or transactions,
for cash or on terms, in such manner and at such places (including Borrower’s
premises) as Lender determines is commercially reasonable.  It is not
necessary that the Collateral be present at any such sale;





(i)    
        Lender shall give notice of the
disposition of the Collateral as follows:





(1)            To
Borrower and each holder of a security interest in the Collateral who has filed
with Lender a written request for notice, a notice in writing of the time and
place of public sale or, if the sale is a private sale or some other disposition
other than a public sale is to be made, then the time on or after which the
private sale or other disposition is to be made;





(2)            The
notice hereunder shall be personally delivered or mailed, postage prepaid, to
Borrower as provided in Section 12 hereof, at least ten (10) calendar days
before the date fixed for the sale, or at least ten (10) calendar days before
the date on or after which the private sale or other disposition is to be made,
unless the Collateral is perishable or threatens to decline speedily in value.
Notice to persons other than Borrower claiming an interest in the Collateral
shall be sent to such addresses as they have furnished to Lender;





(j)         
    Lender may credit bid and purchase at any public
sale;





(k)          
  Any deficiency that exists after disposition of the Collateral, as
provided herein, shall be immediately paid by Borrower. Any excess will be
remitted without interest by Lender to the party or parties legally entitled to
such excess; and





(1)            
In addition to the foregoing, Lender shall have all rights and remedies provided
by law (including those set forth in the Code) and any rights and remedies
contained in any Loan Documents and all such rights and remedies shall be
cumulative.





9.2          No Waiver.  No delay
on the part of Lender in exercising any right, power or privilege under any Loan
Document shall operate as a waiver, nor shall any single or partial exercise of
any right, power or privilege under such Loan Documents or otherwise, preclude
other or further exercise of any such right, power or privilege.




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10.            TAXES
AND EXPENSES REGARDING COLLATERAL.





If
Borrower fails to pay any monies (whether taxes, assessments, insurance premiums
or otherwise) due to third persons or entities, or fails to make any deposits or
furnish any required proof of payment or deposit, or fails to perform any of
Borrower’s other covenants under any of the Loan Documents, then in Lender’s
good faith discretion and without prior notice to Borrower, Lender may (a) make
any payment which Borrower has failed to pay or any part thereof; (b) set up
such reserves in Borrower’s loan account as Lender deems necessary to protect
Lender from the exposure created by such failure; (c) obtain and maintain
insurance policies of the type described in Section 6.10 hereof and take any
action with respect to such policies as Lender deems prudent; or (d) take any
other action deemed necessary to preserve and protect its interests and rights
under the Loan Documents.  Any payments made by Lender shall not
constitute: (a) an agreement by Lender to make similar payments in the future or
(b) a waiver by Lender of any Event of Default.  Lender need not
inquire as to, or contest the validity of, any such expense, tax, security
interest, encumbrance or lien and the receipt of notice for the payment thereof
shall be conclusive evidence that the same was validly due and
owing.





11.            WAIVERS





11.1                 Demand,
Protest.Borrower waives demand, protest, notice of protest,
notice of default or dishonor, notice of payment and nonpayment, notice of any
default, and notice of nonpayment at maturity and acknowledges that Lender may
compromise, settle or release, without notice to Borrower, any Collateral and/or
guaranties at any time held by Lender.  Borrower hereby consents to
any extensions of time of payment or partial payment at, before or after the
Termination Date.





11.2                 No
Marshaling.Borrower, on its own behalf and on behalf of its
successors and assigns hereby expressly waives all rights, if any, to require a
marshaling of assets by Lender or to require that Lender first resort to some
portion(s) of the Collateral before foreclosing upon, selling or otherwise
realizing on any other portion thereof.





11.3                 Lender’s Non-Liability for Inventory
or Equipment or for Protection of Rights.So long as Lender
complies with its obligations, if any, under Section 9-207 of the Code, Lender
shall not in any way or manner be liable or responsible for: (a) the safekeeping
of the Inventory or Equipment; (b) any loss or damage thereto occurring or
arising in any manner or fashion from any cause; (c) any diminution in the value
thereof; or (d) any act or default of any carrier, warehouseman, bailee,
forwarding agency or other person whomsoever.  All risk
of


loss,
damage or destruction of the Inventory or Equipment shall be borne by
Borrower.  Lender shall have no obligation to protect any rights of
Borrower against any person obligated on any Collateral.





11.4                 Limitation of
Damages.In any action or other proceeding against Lender
under this Agreement or relating to the transactions between Lender and
Borrower, each party waives the right to seek any consequential or punitive
damages from the other.




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12.           NOTICES





Unless
otherwise provided herein, all consents, waivers, notices or demands by any
party relating to the Loan Documents shall be in writing and (except for
financial statements and other informational documents which may be sent by
first-class mail, postage prepaid) shall be telecopied (followed up by a
mailing), personally delivered or sent by registered or certified mail, postage
prepaid, return receipt requested, or by receipted overnight delivery service to
Borrower or to Lender, as the case may be, at their addresses set forth
below





If
      to Borrower:
                Integrated
      Consulting Group, Inc.160
      Broadway-11th
      FloorNew
      York, New York 10038Attn:  Jay
      SchecterFax:  (212)
      346-9601If
      to Lender:
                North
      Mill Capital LLC821
      Alexander Road, Suite 130Princeton,
      New Jersey 08540Attn:
      Jeffrey GoldrichFax:
      609-919-0677





Any party
may change the address at which it receives notices hereunder by notice in
writing in the foregoing manner given to the other.  All notices or
demands sent in accordance with this Section 12 shall be deemed received on the
earlier of the date of actual receipt or five (5) calendar days after the
deposit thereof in the mail or on the date telecommunicated if
telecopied.





13.          DESTRUCTION
OF BORROWER’S DOCUMENTS





All
documents, schedules, invoices, agings or other papers delivered to Lender shall
be returned to Borrower within four (4) months after they are delivered to or
received by Lender except to the extent that such material is destroyed in a
fire or other casualty or otherwise by an act of God.





14.          GENERAL
PROVISIONS





14.1           Effectiveness.This
Agreement shall be binding and deemed effective when executed by Borrower and
executed and delivered by Lender.




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-




14.2       
   Successors
and Assigns.This Agreement shall bind and inure to the
benefit of the respective successors and assigns of each of the parties;
provided, however,that Borrower may not
assign this Agreement or any rights hereunder and any prohibited assignment
shall be absolutely void. No consent to an assignment by Lender shall release
Borrower from its Obligations. Without notice to or the consent of the Borrower,
Lender may assign the Loan Documents and its rights and duties thereunder and
Lender reserves the right to sell, assign, transfer, negotiate, grant
participations in all or any part of, or any interest in Lender’s rights and
benefits hereunder, provided that
(i)  Lender’s obligations under this Agreement shall remain unchanged,
(ii)  Lender shall remain solely responsible to Borrower for the
performance of such obligations and (iii)  Borrower shall continue to deal
solely and directly with Lender in connection with Lender’s rights and
obligations under this Agreement.    In connection
therewith, Lender may, on a confidential basis, disclose all documents and
information which Lender now or hereafter may have relating to Borrower or
Borrower’s business. Borrower hereby consents to, and authorizes Lender to
prepare and distribute a “tombstone”, to issue a press.release,
or otherwise disseminate information to newspapers, trade journals, and other
sources, describing the nature of, and closing of the credit facilities provided
for herein, which may include Borrower’s name as well as other general
information about Borrower and the credit facilities Borrower and Lender do not
intend any of the benefits of the Loan Documents to inure to any third party,
and no third party shall be a third party beneficiary hereof or
thereof.





14.3       
   Section
Headings.Headings and numbers have been set forth herein for
convenience only.





14.4           Interpretation.Neither
this Agreement nor any uncertainty or ambiguity herein shall be construed or
resolved against Lender or Borrower, whether under any rule of construction or
otherwise.  On the contrary, this Agreement has been reviewed by each
party and shall be construed and interpreted according to the ordinary meaning
of the words used so as to fairly accomplish the purposes and intentions of the
parties hereto.





14.5      Severability of
Provisions.Each provision of this Agreement shall be
severable from every other provision of this Agreement for the purpose of
determining the legal enforceability of such provision.





14.6      Amendments in
Writing.This Agreement cannot be changed or terminated
orally.  This Agreement is the entire agreement between the parties
with respect to the matters contained herein. This Agreement supersedes all
prior agreements, understandings and negotiations, if any, all of which are
merged into this Agreement.





14.7      Counterparts.This
Agreement may be executed in any number of counterparts each of which, when
executed and delivered, shall be deemed to be an original and all of which, when
taken together, shall constitute but one and the same Agreement.





14.8     
     Indemnification.Borrower
hereby indemnifies, protects, defends and saves harmless Lender and any member,
officer, director, official, agent, employee and attorney of Lender, and their
respective heirs, successors and assigns (collectively, the “Indemnified
Parties”), from and against any and all losses, damages, expenses or liabilities
of any kind or nature and from any suits, claims or demands, including
reasonable counsel fees incurred in investigating or defending such claim,
suffered by any of them and caused by, relating to, arising out of, resulting
from, or in any way connected with the Loan Documents and the transactions
contemplated therein or the Collateral (unless caused by the gross negligence or
willful misconduct of the Indemnified Parties) including, without limitation:
(a) losses, damages, expenses or liabilities sustained by Lender in connection
with any environmental cleanup or other remedy required or mandated by any
Environmental Law; (b) any untrue statement of a material fact contained in
information submitted to Lender by Borrower or a Guarantor or the omission of
any material fact necessary to be stated therein in order to make such statement
not misleading or incomplete; (c) the failure of Borrower or a Guarantor to
perform any obligations required to be performed by Borrower or a Guarantor
under the Loan Documents; and (d) the ownership, construction, occupancy,
operations, use and maintenance of any of Borrower’s or a Guarantor’s assets.
The provisions of this paragraph 14.8 shall survive termination of this
Agreement and the other Loan Documents.




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14.9           Joint and Several Obligations;
Dealings with Multiple
Borrowers.  If more than one person or entity is named as
Borrower hereunder, all Obligations, representations, warranties, covenants and
indemnities set forth in the Loan Documents to which such person or entity is a
party shall be joint and several. Lender shall have the right to deal with an
individual of any Borrower with regard to all matters concerning the rights and
obligations of Lender and Borrower hereunder and pursuant to applicable law with
regard to the transactions contemplated under the Loan Documents.  All
actions or inactions of the officers, managers, members and/or agents of any
Borrower with regard to the transactions contemplated under the Loan Documents
shall be deemed with full authority and binding upon all Borrowers
hereunder.  Each Borrower hereby appoints each other Borrower as its
true and lawful attorney-in-fact, with full right and power, for purposes of
exercising all rights of such person hereunder and under applicable law with
regard to the transactions contemplated under the Loan Documents.  The
foregoing is a material inducement to the agreement of Lender to enter into this
Agreement and to consummate the transactions contemplated hereby.





14.10         Conditions Precedent to
Closing.  The parties agree that the following matters are
conditions precedent to Lender’s obligation to make any advances under this
Agreement:





(i) contemporaneously with the closing
hereof, Borrower shall have received a minimum of $200,000 from CRS as an
opening capital contribution, which shall be in addition to any amounts
previously paid or incurred by CRS, provided that nothing in this Agreement
shall limit the right of Borrower to (A) receive repayment of the $50,000
advanced to Lender under the participation agreement between Borrower and Lender
in respect of the loan agreement between Lender (as successor to Summa Capital
Corp.) and Integrated Consulting Group of New York, LLC and (B) the dividend or
other distribution of such amount to CRS.





(ii) Lender and Borrower shall have
consummated or shall substantially contemporaneously with the closing of this
Agreement shall consummate the transactions contemplated by the
FAPA.





14.11        
Post Closing Requirements. Within seventy one (71) days of the execution
of this Agreement, Borrower shall provide Lender with





(i)  a proforma balance sheet
in a  form and substance acceptable to Lender; and




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-




(ii) a two (2) year projection as to
Borrower in a form and substance acceptable to Lender.





15.         
CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER





THE
VALIDITY OF THE LOAN DOCUMENTS, THEIR CONSTRUCTION, INTERPRETATION, AND
ENFORCEMENT AND THE RIGHTS OF THE PARTIES HERETO SHALL BE DETERMINED UNDER,
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
NEW JERSEY, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE PARTIES AGREE
THAT ALL ACTIONS, CLAIMS, COUNTERCLAIMS OR PROCEEDINGS ARISING IN CONNECTION
WITH THE LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE COURTS
LOCATED IN THE COUNTY OF MERCER, STATE OF NEW JERSEY, THE FEDERAL COURTS WHOSE
VENUE INCLUDES THE STATE OF NEW JERSEY, OR AT THE SOLE OPTION OF LENDER, IN ANY
OTHER COURT IN WHICH LENDER SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND
WHICH HAS SUBJECT MATTER JURISIDICTION OVER THE MATTER IN
CONTROVERSY.  BORROWER AND LENDER EACH WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, THE RIGHTS TO A TRIAL BY JURY IN ANY PROCEEDING UNDER THE LOAN
DOCUMENTS OR RELATING TO THE DEALINGS OF BORROWER AND LENDER AND ANY RIGHT EACH
MAY HAVE TO ASSERT THE DOCTRINE OF “FORUM NON CONVENIENS” OR TO OBJECT TO VENUE
TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION
15.





16   
          Treatment of Certain Information;
Confidentiality.  Lender agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed
(i) to Lender’s owners, partners, members, directors, officers, employees,
agents, advisors, representatives, banks, financial institutions, auditors and
such third parties as may have need for same in connection with Lender’s
business operations (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information
confidential)  (ii) to its Affiliates and to its and its Affiliates’
respective partners, directors, officers, employees, agents, advisors and other
representatives (it being understood that the Persons to whom such disclosure is
made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (iii) to the extent requested
by any regulatory authority purporting to have jurisdiction over it, (iv) to the
extent required by applicable laws or regulations or by any subpoena or similar
legal process, (v) in connection with the exercise of any remedies hereunder or
under any other Loan Document or any action or proceeding relating to this
Agreement or any other Loan Document or the enforcement of rights hereunder or
thereunder, (vi) subject to an agreement containing provisions substantially the
same as those of this Section, to any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement, (vii) with the consent of the Borrower or (viii) to the
extent such Information (x) becomes publicly available other than as a
result of a breach of this Section or (y) becomes available to Lender or
its Affiliates on a non-confidential basis from a source other than the
Borrower.  For purposes of this Section, “Information” means
all information received from Borrower relating to it or its business, other
than any such information that is available to Lender on a non-confidential
basis prior to disclosure by Borrower.





[Signature
Page Follows]




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-




Borrower
and Lender have executed and delivered this Agreement as of the date first above
written.





INTEGRATED
      CONSULTING GROUP, INC.By:
                    /s/Jay SchecterName:
                    Jay SchecterTitle:
                    Chief Executive OfficerNORTH
      MILL CAPITAL LLCBy:
                    /s/  Beatriz
    FreireName:
                    Beatriz FreireTitle:
                    Senior Vice
President





[Signature
Page to Loan and Security Agreement]









SCHEDULE
2.3





Deposit Account of Borrower
for Advances










SCHEDULE
5.1





NONE










SCHEDULE
5.4





Inventory and Equipment
Locations





160
Broadway, 11th Floor,
New York, New York 10038











SCHEDULE
5.9





Trade Names and Fictitious
Names





Impact
Staffing