**Exhibit 10.22**

 

TO BE ATTACHED TO

THE ORIGINAL AMENDED AND RESTATED REVOLVINGNOTE

 

**FIRST MODIFICATION OF**

**AMENDED AND RESTATED REVOLVINGNOTE**

 

THISFIRST MODIFICATION OF AMENDED AND RESTATED REVOLVING NOTE (the “NoteModification”) is dated as of the 23 day of May, 2002, and is made by andbetween **ON-SITE SOURCING, INC.,**aDelaware corporation (the “Borrower”), having an address at 1111 NorthNineteenth Street, 6th Floor, Arlington, Virginia 22209 and **WACHOVIA BANK, NATIONAL ASSOCIATION,**successor-in-interestto First Union National Bank, a national banking association (the “Lender”),having an address at 1970 Chain Bridge Road, McLean, Virginia 22102.

 

**RECITALS:**

 

R-1.     TheLender made a loan in the form of a revolving line of credit (the “Line ofCredit”) to the Borrower in the maximum principal sum of $7,000,000.00,evidenced by an Amended and Restated Revolving Note dated as of May 30, 2001(the “Note”).

 

R-2.     TheLine of Credit is governed and secured by that certain Amended and RestatedRevolving Line of Credit Loan Agreement, Term Loans Agreement and SecurityAgreement executed by the Borrower and the Lender dated as of May 30, 2001, asmodified by that certain First Modification of Amended and Restated RevolvingLine of Credit Loan Agreement, Term Loans Agreement and Security Agreementdated as of July 2, 2001 (collectively, the “Original Loan Agreement”).

 

R-3.     TheBorrower and the Lender have agreed to modify the Note to extend the MaturityDate, to reduce the amount of the LIBOR-based interest rate option, and forcertain other purposes.  In addition toand in conjunction with entering into the Note Modification, Borrower andLender have contemporaneously entered into a certain Second Modification ofAmended and Restated Revolving Line of Credit Loan Agreement, Term LoansAgreement and Security Agreement of even date herewith (the “Second LoanAgreement Modification”), thereby, among other things, extending the “EndingDate” as defined in the Original Loan Agreement to May 31, 2003, and modifyingthe Original Loan Agreement to reflect that it governs and secures the Note, asmodified by this Note Modification (the Original Loan Agreement, as modified bythe Second Loan Agreement Modification, being collectively referred to as the“Loan Agreement”)

 

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

 

1.                                       Interest. The first sentence ofParagraph 1(b) under the section entitled “Interest” of the Note ishereby modified to read as follows:

 

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“(b) Borrower may elect, by not less tanthree (3) days prior written notice to Lender, to have interest on the entireprincipal balance outstanding from time to time accrue at a fluctuating rateequal to the LIBOR Market Index Rate (hereinafter defined) in effect from timeto time plus Two and Twenty One-Hundredths percent (2.20%).”

 

The interest rate modification set forthabove shall be effective as of the date of this Note Modification. All of theremaining portions of paragraph 1 entitled “Interest” are unmodified andremain in full force and effect.

 

2.                                       Maturity Date. The definition ofMaturity Date, as defined in the Note, is hereby modified to mean May 31, 2003.

 

3.                                       Loan Agreement. The Note, as modified bythis Note Modification, and the loans evidenced thereby, shall be governed andsecured by the Loan Agreement.

 

4.                                       Affirmation of Provisions. Except asmodified by this Note Modification, the provisions of the Note are herebyreaffirmed and remain in full force and effect. The Borrower warrants that ithas no offsets or defenses against the Note, as modified. If the term Borrowercomprises more than one person or entity, the liability of such persons orentities hereunder shall be joint and several.

 

INWITNESS WHEREOF, the parties to this First Modification of Amended and RestatedRevolving Note have set their hands and seals as of the date and year firstwritten above, the Lender having signed this First Modification of Amended andRestated Revolving Note only for the purpose of consenting to the modificationherein contained.

 
|   | ON-SITE  SOURCING, INC.,   a Delaware corporation                  |
|--------|--------------------------------------------------------------------|
|   |                                                               |
|   | By:                                                                | /s/ Jason Parikh | (SEAL) |
|   | Name:                                                              | Jason Parikh |   |
|   | Title:                                                             | CFO |   |
|   |                                                               |
|   | WACHOVIA  BANK, NATIONAL                                           |
|   | ASSOCIATION,  successor-in-interest to First   Union National Bank |
|   |                                                               |
|   | By:                                                                | /s/ Monica Sevilla | (SEAL) |
|   | Name:                                                              | Monica Sevilla |   |
|   | Title:                                                             | Vice President |   |
|        |                                                                    |  |  |  |

 

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**COMMONWEALTHOF VIRGINIACOUNTY OF Arlington: to wit:**

 

I,the undersigned Notary Public in and for the aforesaid jurisdiction, do herebycertify that Jason Parikh as CFO of On-Site Sourcing, Inc., whose name issigned to the foregoing First Modification of Amended and Restated RevolvingNote, personally appeared before me within the aforesaid jurisdiction andacknowledged the same.

 

**GIVEN** under my hand and seal this 22ndday of May, 2002.

 
|                    | /s/ A.  Touloumes-Britt |
|-------------------------|-------------------------|
|                    | Notary  Public          |
| My  Commission expires: | 6/30/05                 |   |   |
|                         |                         |  |  |

 

 

 

**COMMONWEALTHOF VIRGINIACOUNTY OF**[ILLEGIBLE]**: to wit:**

 

I,the undersigned Notary Public in and for the aforesaid jurisdiction, do herebycertify that [ILLEGIBLE] as Vice President of Wachovia Bank, NationalAssociation, successor-in-interest to First Union National Bank, whose name issigned to the foregoing First Modification of Amended and Restated RevolvingNote, personally appeared before me within the aforesaid jurisdiction andacknowledged the same.

 

**GIVEN** under my hand and seal this 23rdday of May, 2002.

 
|                    | /s/ Jeanne  M. McKee |
|-------------------------|----------------------|
|                    | Notary  Public       |
| My  Commission expires: | August 31, 2004      |   |   |
|                         |                      |  |  |

 

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