<PAGE>

                                                                   EXHIBIT 10.46

================================================================================

                                TALX CORPORATION

           $75,000,000 6.89% Senior Guaranteed Notes due May 25, 2014

                             -----------------------

                             NOTE PURCHASE AGREEMENT

                             -----------------------

                            Dated as of May 25, 2006

================================================================================

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION                                                         HEADING                               PAGE
<S>                     <C>                                                                           <C>
SECTION 1.              AUTHORIZATION OF NOTES....................................................     1

SECTION 2.              SALE AND PURCHASE OF NOTES................................................     1

SECTION 3.              CLOSING...................................................................     2

SECTION 4.              CONDITIONS TO CLOSING.....................................................     2

        Section 4.1.    Representations and Warranties............................................     2
        Section 4.2.    Performance; No Default...................................................     2
        Section 4.3.    Compliance Certificates...................................................     2
        Section 4.4.    Opinions of Counsel.......................................................     3
        Section 4.5.    Purchase Permitted by Applicable Law, Etc.................................     3
        Section 4.6.    Sale of Other Notes.......................................................     3
        Section 4.7.    Payment of Special Counsel Fees...........................................     3
        Section 4.8.    Private Placement Number..................................................     3
        Section 4.9.    Changes in Limited Liability Company or Corporate Structure...............     3
        Section 4.10.   Funding Instructions......................................................     4
        Section 4.11.   Proceedings and Documents.................................................     4
        Section 4.12.   Bank Credit Agreement.....................................................     4
        Section 4.13.   Subsidiary Guarantee Agreement............................................     4
        Section 4.14.   Intercreditor Agreement...................................................     4

SECTION 5.              REPRESENTATIONS AND WARRANTIES OF THE COMPANY.............................     4

        Section 5.1.    Organization; Power and Authority.........................................     4
        Section 5.2.    Authorization, Etc........................................................     4
        Section 5.3.    Disclosure................................................................     5
        Section 5.4.    Organization and Ownership of Shares of Subsidiaries......................     5
        Section 5.5.    Financial Statements; Material Liabilities................................     6
        Section 5.6.    Compliance with Laws, Other Instruments, Etc..............................     6
        Section 5.7.    Governmental Authorizations, Etc..........................................     6
        Section 5.8.    Litigation; Observance of Agreements, Statutes and Orders.................     6
        Section 5.9.    Taxes.....................................................................     7
        Section 5.10.   Title to Property; Leases.................................................     7
        Section 5.11.   Licenses, Permits, Etc....................................................     7
        Section 5.12.   Compliance with ERISA.....................................................     8
        Section 5.13.   Private Offering by the Company...........................................     8
        Section 5.14.   Use of Proceeds; Margin Regulations.......................................     9
        Section 5.15.   Existing Indebtedness; Future Lien........................................     9
</TABLE>

<PAGE>

<TABLE>
<S>                     <C>                                                                           <C>
        Section 5.16.   Foreign Assets Control Regulations, Etc...................................    10
        Section 5.17.   Status under Certain Statutes.............................................    10
        Section 5.18.   Environmental Matters.....................................................    10
        Section 5.19.   Pari Passu Ranking........................................................    11

SECTION 6.              REPRESENTATIONS OF THE PURCHASER..........................................    11

        Section 6.1.    Purchase for Investment...................................................    11
        Section 6.2.    Source of Funds...........................................................    11

SECTION 7.              INFORMATION AS TO COMPANY.................................................    13

        Section 7.1.    Financial and Business Information........................................    13
        Section 7.2.    Officer's Certificate.....................................................    16
        Section 7.3.    Visitation................................................................    16
        Section 7.4.    Limitation on Disclosure Obligation.......................................    17

SECTION 8.              PAYMENT AND PREPAYMENT OF THE NOTES.......................................    17

        Section 8.1.    Required Prepayments......................................................    17
        Section 8.2.    Optional Prepayments with Make-Whole Amount...............................    17
        Section 8.3.    Prepayment of Notes Upon Change of Control................................    18
        Section 8.4.    Allocation of Partial Prepayments.........................................    19
        Section 8.5.    Maturity; Surrender, Etc..................................................    19
        Section 8.6.    Purchase of Notes.........................................................    19
        Section 8.7.    Make-Whole Amount.........................................................    19
        Section 8.8.    Prepayment in Connection with Sales of Assets.............................    20

SECTION 9.              AFFIRMATIVE COVENANTS.....................................................    21

        Section 9.1.    Compliance with Law.......................................................    21
        Section 9.2.    Insurance.................................................................    21
        Section 9.3.    Maintenance of Properties.................................................    21
        Section 9.4.    Payment of Taxes and Claims...............................................    22
        Section 9.5.    Limited Liability Company and Corporate Existence, Etc....................    22
        Section 9.6.    Books and Records.........................................................    22
        Section 9.7.    Additional Subsidiary Guarantors..........................................    22
        Section 9.8.    Release of Subsidiary Guarantors..........................................    23
        Section 9.9.    Pari Passu Ranking........................................................    23
        Section 9.10.   Additional Interest.......................................................    23

SECTION 10.             NEGATIVE COVENANTS........................................................    24

        Section 10.1.   Transactions with Affiliates..............................................    24
        Section 10.2.   Consolidated Net Worth....................................................    24
        Section 10.3.   Consolidated Debt Coverage................................................    24
        Section 10.4.   Fixed Charge Coverage.....................................................    24
        Section 10.5.   Priority Debt.............................................................    24
        Section 10.6.   Liens.....................................................................    25
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<S>                     <C>                                                                           <C>
        Section 10.7.   Merger, Consolidation, Etc................................................    27
        Section 10.8.   Sale of Assets............................................................    28
        Section 10.9.   Subsidiary Indebtedness...................................................    29
        Section 10.10.  Nature of Business........................................................    29
        Section 10.11.  Terrorism Sanctions Regulations...........................................    30

SECTION 11.             EVENTS OF DEFAULT.........................................................    30

SECTION 12.             REMEDIES ON DEFAULT, ETC..................................................    32

        Section 12.1.   Acceleration..............................................................    32
        Section 12.2.   Other Remedies............................................................    33
        Section 12.3.   Rescission................................................................    33
        Section 12.4.   No Waivers or Election of Remedies, Expenses, Etc.........................    33

SECTION 13.             REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.............................    33

        Section 13.1.   Registration of Notes.....................................................    33
        Section 13.2.   Transfer and Exchange of Notes............................................    34
        Section 13.3.   Replacement of Notes......................................................    34

SECTION 14.             PAYMENTS ON NOTES.........................................................    35

        Section 14.1.   Place of Payment..........................................................    35
        Section 14.2.   Home Office Payment.......................................................    35

SECTION 15.             EXPENSES, ETC.............................................................    35

        Section 15.1.   Transaction Expenses......................................................    35
        Section 15.2.   Survival..................................................................    36

SECTION 16.             SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT..............    36

SECTION 17.             AMENDMENT AND WAIVER......................................................    36

        Section 17.1.   Requirements..............................................................    36
        Section 17.2.   Solicitation of Holders of Notes..........................................    37
        Section 17.3.   Binding Effect, etc.......................................................    37
        Section 17.4.   Notes Held by Company, Etc................................................    37

SECTION 18.             NOTICES...................................................................    38

SECTION 19.             REPRODUCTION OF DOCUMENTS.................................................    38

SECTION 20.             CONFIDENTIAL INFORMATION..................................................    38
</TABLE>

                                     -iii-

<PAGE>

<TABLE>
<S>                     <C>                                                                           <C>
SECTION 21.             SUBSTITUTION OF PURCHASER.................................................    40

SECTION 22.             MISCELLANEOUS.............................................................    40

        Section 22.1.   Successors and Assigns....................................................    40
        Section 22.2.   Payments Due on Non-Business Days.........................................    40
        Section 22.3.   Accounting Terms..........................................................    40
        Section 22.4.   Severability..............................................................    41
        Section 22.5.   Construction, Etc.........................................................    41
        Section 22.6.   Counterparts..............................................................    41
        Section 22.7.   Governing Law.............................................................    41
        Section 22.8.   Jurisdiction and Process; Waiver of Jury Trial............................    41

Signature.........................................................................................    43
</TABLE>

                                      -iv-

<PAGE>

<TABLE>
<S>                <C>
SCHEDULE A         --    INFORMATION RELATING TO PURCHASERS

SCHEDULE B         --    DEFINED TERMS

SCHEDULE 4.9       --    Changes in Corporate Structure

SCHEDULE 5.3       --    Disclosure Materials

SCHEDULE 5.4       --    Subsidiaries of the Company and Ownership of Subsidiary Stock

SCHEDULE 5.5       --    Financial Statements

SCHEDULE 5.15      --    Existing Indebtedness

EXHIBIT 1          --    Form of 6.89% Senior Guaranteed Note due May 25, 2014

EXHIBIT 4.4(a)     --    Form of Opinion of Special Counsel for the Obligors

EXHIBIT 4.4(b)     --    Form of Opinion of Special Counsel for the Purchasers

EXHIBIT 4.13       --    Form of Subsidiary Guarantee Agreement

EXHIBIT 4.14       --    Form of Intercreditor Agreement
</TABLE>

                                      -v-

<PAGE>

                                TALX CORPORATION
                               11432 LACKLAND ROAD
                               ST. LOUIS, MO 63146

           $75,000,000 6.89% Senior Guaranteed Notes due May 25, 2014

                                                              As of May 25, 2006

TO EACH OF THE PURCHASERS LISTED IN
      SCHEDULE A HERETO:

Ladies and Gentlemen:

      TALX Corporation, a Missouri corporation (the "Company") agrees with each
of the purchasers whose names appear at the end hereof (each, a "Purchaser" and,
collectively, the "Purchasers") as follows:

SECTION 1. AUTHORIZATION OF NOTES.

      The Company will authorize the issue and sale of $75,000,000 aggregate
principal amount of its 6.89% Senior Guaranteed Notes due May 25, 2014 (the
"Notes," such term to include any such notes issued in substitution therefor
pursuant to Section 13). The Notes shall be substantially in the form set out in
Exhibit 1. Certain capitalized and other terms used in this Agreement are
defined in Schedule B; and references to a "Schedule" or an "Exhibit" are,
unless otherwise specified, to a Schedule or an Exhibit attached to this
Agreement.

SECTION 2. SALE AND PURCHASE OF NOTES.

      Subject to the terms and conditions of this Agreement, the Company will
issue and sell to each Purchaser and each Purchaser will purchase from the
Company, at the Closing provided for in Section 3, Notes in the principal amount
specified opposite such Purchaser's name in Schedule A at the purchase price of
100% of the principal amount thereof. The Purchasers' obligations hereunder are
several and not joint obligations and no Purchaser shall have any liability to
any Person for the performance or non-performance of any obligation by any other
Purchaser hereunder.

      Payment of the principal of or Make-Whole Amount if any and interest on
the Notes and the other amounts owing hereunder and under the other Financing
Agreements shall be unconditionally guaranteed, jointly and severally, by the
Subsidiary Guarantors pursuant to the Subsidiary Guarantee Agreement.

<PAGE>

TALX Corporation                                         Note Purchase Agreement

SECTION 3. CLOSING.

            The sale and purchase of the Notes to be purchased by each Purchaser
shall occur at the offices of Chapman and Cutler LLP, 111 West Monroe Street,
Chicago, Illinois 60603, at 10:00 a.m., Chicago time, at a closing (the
"Closing") on May 25, 2006 or on such other Business Day thereafter as may be
agreed upon by the Company and the Purchasers. At the Closing the Company will
deliver to each Purchaser the Notes to be purchased by such Purchaser in the
form of a single Note (or such greater number of Notes in denominations of at
least $100,000 as such Purchaser may request) dated the date of the Closing and
registered in such Purchaser's name (or in the name of its nominee), against
delivery by such Purchaser to the Company or its order of immediately available
funds in the amount of the purchase price therefor by wire transfer of
immediately available funds for the account of the Company to account number
5800404260 at LaSalle Bank National Association, ABA number 071000505. If at the
Closing the Company shall fail to tender such Notes to any Purchaser as provided
above in this Section 3, or any of the conditions specified in Section 4 shall
not have been fulfilled to such Purchaser's satisfaction, such Purchaser shall,
at its election, be relieved of all further obligations under this Agreement,
without thereby waiving any rights such Purchaser may have by reason of such
failure or such nonfulfillment.

SECTION 4. CONDITIONS TO CLOSING.

            Each Purchaser's obligation to purchase and pay for the Notes to be
sold to such Purchaser at the Closing is subject to the fulfillment to such
Purchaser's satisfaction, prior to or at the Closing, of the following
conditions:

      Section 4.1. Representations and Warranties. The representations and
warranties of the Obligors in the Financing Agreements to which they are a party
shall be correct when made and at the time of the Closing.

      Section 4.2. Performance; No Default. The Obligors shall have performed
and complied with all agreements and conditions contained in this Agreement and
the other Financing Agreements to which they are a party required to be
performed or complied with by each of them prior to or at the Closing and after
giving effect to the issue and sale of the Notes (and the application of the
proceeds thereof as contemplated by Section 5.14) no Default or Event of Default
shall have occurred and be continuing. Neither any Obligor nor any Subsidiary
shall have entered into any transaction since the date of the Memorandum that
would have been prohibited by Section 10 had such Section applied since such
date.

      Section 4.3. Compliance Certificates.

            (a) Officer's Certificate. Each Obligor shall have delivered to such
Purchaser an Officer's Certificate, dated the date of the Closing, certifying
that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

            (b) Secretary's Certificate. Each Obligor shall have delivered to
such Purchaser a certificate of its Secretary or Assistant Secretary, dated the
date of Closing, certifying as to the

                                      -2-

<PAGE>

TALX Corporation                                         Note Purchase Agreement

resolutions attached thereto and other limited liability company or corporate
proceedings relating to the authorization, execution and delivery of the
Financing Agreements to which it is a party.

      Section 4.4. Opinions of Counsel. Such Purchaser shall have received
opinions in form and substance satisfactory to such Purchaser, dated the date of
the Closing (a) from Bryan Cave LLP, special counsel for the Obligors, covering
the matters set forth in Exhibit 4.4(a) and covering such other matters incident
to the transactions contemplated hereby as such Purchaser or its counsel may
reasonably request (and the Obligors hereby instruct such counsel to deliver
such opinion to the Purchasers) and (b) from Chapman and Cutler LLP, the
Purchasers' special counsel in connection with such transactions, substantially
in the form set forth in Exhibit 4.4(b) and covering such other matters incident
to such transactions as such Purchaser may reasonably request.

      Section 4.5. Purchase Permitted by Applicable Law, Etc. On the date of the
Closing the Purchaser's purchase of Notes shall (a) be permitted by the laws and
regulations of each jurisdiction to which such Purchaser is subject, without
recourse to provisions (such as section 1405(a)(8) of the New York Insurance
Law) permitting limited investments by insurance companies without restriction
as to the character of the particular investment, (b) not violate any applicable
law or regulation (including, without limitation, Regulation T, U or X of the
Board of Governors of the Federal Reserve System) and (c) not subject such
Purchaser to any tax, penalty or liability under or pursuant to any applicable
law or regulation, which law or regulation was not in effect on the date hereof.
If requested by such Purchaser, such Purchaser shall have received an Officer's
Certificate certifying as to such matters of fact as such Purchaser may
reasonably specify to enable such Purchaser to determine whether such purchase
is so permitted.

      Section 4.6. Sale of Other Notes. Contemporaneously with the Closing, the
Company shall sell to each other Purchaser, and each other Purchaser shall
purchase, the Notes to be purchased by it at the Closing as specified in
Schedule A.

      Section 4.7. Payment of Special Counsel Fees. Without limiting the
provisions of Section 15.1, the Company shall have paid on or before the Closing
the reasonable fees, charges and disbursements of the Purchasers' special
counsel referred to in Section 4.4 to the extent reflected in a statement of
such counsel rendered to the Company at least one Business Day prior to the
Closing.

      Section 4.8. Private Placement Number. A Private Placement Number issued
by Standard & Poor's CUSIP Service Bureau (in cooperation with the Securities
Valuation Office of the National Association of Insurance Commissioners) shall
have been obtained for the Notes.

      Section 4.9. Changes in Limited Liability Company or Corporate Structure.
Except as specified in Schedule 4.9, no Obligor shall have changed its
jurisdiction of incorporation or organization, as applicable, or been a party to
any merger or consolidation or succeeded to all or any substantial part of the
liabilities of any other entity, at any time following the date of the most
recent financial statements referred to in Schedule 5.5.

                                      -3-

<PAGE>

TALX Corporation                                         Note Purchase Agreement

      Section 4.10. Funding Instructions. At least three Business Days prior to
the date of such Closing, each Purchaser shall have received written
instructions signed by a Responsible Officer on letterhead of the Company
confirming the information specified in Section 3 including (i) the name and
address of the transferee bank, (ii) such transferee bank's ABA number and (iii)
the account name and number into which the purchase price for the Notes is to be
deposited.

      Section 4.11. Proceedings and Documents. All limited liability company or
corporate and other proceedings in connection with the transactions contemplated
by the Financing Agreements and all documents and instruments incident to such
transactions shall be reasonably satisfactory to such Purchaser and its special
counsel, and such Purchaser and its special counsel shall have received all such
counterpart originals or certified or other copies of such documents as such
Purchaser or such special counsel may reasonably request.

      Section 4.12. Bank Credit Agreement. The Company shall have delivered
evidence reasonably satisfactory to each of the Purchasers that all security
interests in the property of the Obligors securing the Bank Credit Agreement
shall have been released and, after giving effect to the application of the
proceeds of the Notes, the availability under the Bank Credit Agreement shall
have been reduced to $150,000,000 or less.

      Section 4.13. Subsidiary Guarantee Agreement. Each Subsidiary Guarantor
shall have executed and delivered (and each Purchaser shall have received an
original copy thereof) a Subsidiary Guarantee Agreement, and the Subsidiary
Guarantee Agreement shall be in full force and effect.

      Section 4.14. Intercreditor Agreement. The Intercreditor Agreement shall
have been executed and delivered by each of the parties thereto.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         The Company represents and warrants to each Purchaser that:

      Section 5.1. Organization; Power and Authority. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation, and is duly qualified as a foreign
corporation and is in good standing in each jurisdiction in which such
qualification is required by law, other than those jurisdictions as to which the
failure to be so qualified or in good standing could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. The Company
has the corporate power and authority to own or hold under lease the properties
it purports to own or hold under lease, to transact the business it transacts
and proposes to transact, to execute and deliver the Financing Agreements to
which it is a party, and to perform the provisions thereof.

      Section 5.2. Authorization, Etc. The Financing Agreements to which the
Company is a party have been duly authorized by all necessary corporate action
on the part of the Company, and this Agreement, and upon execution and delivery
thereof each Note and other Financing Agreement to which the Company is a party,
will constitute, a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except as such

                                      -4-

<PAGE>

TALX Corporation                                         Note Purchase Agreement

enforceability may be limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally and (ii) general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).

      Section 5.3. Disclosure. The Company, through its agent, LaSalle Debt
Capital Markets has delivered to each Purchaser a copy of a Private Placement
Memorandum, dated April, 2006 (including the documents incorporated by reference
therein, the "Memorandum"), relating to the transactions contemplated hereby.
The Memorandum fairly describes, in all material respects, the general nature of
the business and principal properties of the Company and its Subsidiaries.
Except as disclosed in Schedule 5.3, this Agreement, the Memorandum, the
documents, certificates or other writings identified in Schedule 5.3 by or on
behalf of the Company in connection with the transactions contemplated hereby
and the financial statements listed in Schedule 5.5, in each case, delivered to
the Purchasers prior to May 8, 2006 (this Agreement, the Memorandum and such
documents, certificates or other writings and such financial statements being
referred to, collectively, as the "Disclosure Documents"), taken as a whole, do
not contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein not misleading in light
of the circumstances under which they were made. Except as disclosed in Schedule
5.3 and the Disclosure Documents, since March 31, 2005, there has been no change
in the financial condition, operations, business, properties or prospects of the
Company or any Subsidiary except changes that individually or in the aggregate
could not reasonably be expected to have a Material Adverse Effect. There is no
fact known to the Company that could reasonably be expected to have a Material
Adverse Effect that has not been set forth herein or in the Disclosure
Documents.

      Section 5.4. Organization and Ownership of Shares of Subsidiaries. (a)
Schedule 5.4 contains (except as noted therein) a complete and correct list of
the Company's Subsidiaries, showing, as to each Subsidiary, the correct name
thereof, the jurisdiction of its organization, and the percentage of shares of
each class of its capital stock or similar equity interests outstanding owned by
the Company and each other Subsidiary and whether such Subsidiary will on the
date of the Closing be a Subsidiary Guarantor.

            (b) All of the outstanding shares of capital stock or similar equity
interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company
and its Subsidiaries have been validly issued, are fully paid and nonassessable
and are owned by the Company or another Subsidiary free and clear of any Lien
(except as otherwise disclosed in Schedule 5.4).

            (c) Each Subsidiary identified in Schedule 5.4 is a limited
liability company, corporation or other legal entity duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization, and is duly qualified as a foreign limited liability company,
corporation or other legal entity and is in good standing in each jurisdiction
in which such qualification is required by law, other than those jurisdictions
as to which the failure to be so qualified or in good standing could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. Each such Subsidiary has the limited liability company,
corporate or other power and authority to own or hold under lease the properties
it

                                      -5-

<PAGE>

TALX Corporation                                         Note Purchase Agreement

purports to own or hold under lease and to transact the business it transacts
and proposes to transact.

            (d) No Subsidiary is a party to, or otherwise subject to any legal,
regulatory, contractual or other restriction (other than the Financing
Agreements and customary limitations imposed by corporate law or similar
statutes) restricting the ability of such Subsidiary to pay dividends out of
profits or make any other similar distributions of profits to the Company or any
of its Subsidiaries that owns outstanding shares of capital stock or similar
equity interests of such Subsidiary.

      Section 5.5. Financial Statements; Material Liabilities. The Company has
delivered to each Purchaser copies of the consolidated financial statements of
the Company and its Subsidiaries listed on Schedule 5.5. All of said financial
statements (including in each case the related schedules and notes) fairly
present in all material respects the consolidated financial position of the
Company and its Subsidiaries, as of the respective dates specified in such
Schedule and the consolidated results of their operations and cash flows for the
respective periods so specified and have been prepared in accordance with GAAP
consistently applied throughout the periods involved except as set forth in the
notes thereto (subject, in the case of any interim financial statements, to
normal year-end adjustments and the absence of footnotes). The Company and its
Subsidiaries do not have any Material liabilities that are not disclosed on such
financial statements or otherwise disclosed in the Disclosure Documents.

      Section 5.6. Compliance with Laws, Other Instruments, Etc. The execution,
delivery and performance by the Company of the Financing Agreements to which it
is a party will not (i) contravene, result in any breach of, or constitute a
default under, or result in the creation of any Lien in respect of any property
of the Company or any Subsidiary under, any indenture, mortgage, deed of trust,
loan, purchase or credit agreement, Material lease, limited liability company or
corporate charter or operating agreement or by-laws, or any other Material
agreement or instrument to which the Company or any Subsidiary is bound or by
which the Company or any Subsidiary or any of their respective properties may be
bound or affected, (ii) conflict with or result in a breach of any of the terms,
conditions or provisions of any order, judgment, decree, or ruling of any court,
arbitrator or Governmental Authority applicable to the Company or any Subsidiary
or (iii) violate any provision of any statute or other rule or regulation of any
Governmental Authority applicable to the Company or any Subsidiary.

      Section 5.7. Governmental Authorizations, Etc. No consent, approval or
authorization of, or registration, filing or declaration with, any Governmental
Authority is required in connection with the execution, delivery or performance
by the Company of the Financing Agreements to which it is a party (other than
the filing of a form 8-K with the SEC disclosing the Company's entry into this
Agreement).

      Section 5.8. Litigation; Observance of Agreements, Statutes and Orders.
(a) There are no actions, suits, investigations or proceedings pending or, to
the knowledge of the Company, threatened against or affecting the Company or any
Subsidiary or any property of the Company or any Subsidiary in any court or
before any arbitrator of any kind or before or by any

                                      -6-

<PAGE>

TALX Corporation                                         Note Purchase Agreement

Governmental Authority that, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect.

            (b) Neither the Company nor any Subsidiary is in default under any
term of any agreement or instrument to which it is a party or by which it is
bound, or any order, judgment, decree or ruling of any court, arbitrator or
Governmental Authority or is in violation of any applicable law, ordinance, rule
or regulation (including without limitation Environmental Laws or the USA
Patriot Act) of any Governmental Authority, which default or violation,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

      Section 5.9. Taxes. The Company and its Subsidiaries have filed all tax
returns that are required to have been filed in any jurisdiction, and have paid
all taxes shown to be due and payable on such returns and all other taxes and
assessments levied upon them or their properties, assets, income or franchises,
to the extent such taxes and assessments have become due and payable and before
they have become delinquent, except for any taxes and assessments (i) the amount
of which is not individually or in the aggregate Material or (ii) the amount,
applicability or validity of which is currently being contested in good faith by
appropriate proceedings and with respect to which the Company or any of its
Subsidiaries, as the case may be, has established adequate reserves in
accordance with GAAP. The Company does not know of any basis for any other tax
or assessment that could reasonably be expected to have a Material Adverse
Effect. The charges, accruals and reserves on the books of the Company and its
Subsidiaries in respect of Federal, state or other taxes for all fiscal periods
are adequate in all Material respects. The Federal income tax liabilities of the
Company and its Subsidiaries have been finally determined (whether by reason of
completed audits or the statute of limitations having run) for all fiscal years
up to and including the fiscal year ended March 31, 2001.

      Section 5.10. Title to Property; Leases. The Company and its Subsidiaries
have good and sufficient title to their respective properties that individually
or in the aggregate are Material, including all such properties reflected in the
most recent audited balance sheet referred to in Section 5.5 or purported to
have been acquired by the Company or any Subsidiary after said date (except as
sold or otherwise disposed of in the ordinary course of business), in each case
free and clear of Liens prohibited by the Financing Agreements. All Material
leases are valid and subsisting and are in full force and effect in all material
respects.

      Section 5.11. Licenses, Permits, Etc. (a) Except as set forth in Schedule
5.11, the Company and its Subsidiaries own or possess all licenses, permits,
franchises, authorizations, patents, copyrights, proprietary software, service
marks, trademarks and trade names, or rights thereto, that individually or in
the aggregate are Material, without known conflict with the rights of others.

            (b) To the best knowledge of the Company, no product of the Company
or any of its Subsidiaries infringes in any material respect any license,
permit, franchise, authorization, patent, copyright, proprietary software,
service mark, trademark, trade name or other right owned by any other Person.

                                      -7-

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TALX Corporation                                         Note Purchase Agreement

            (c) To the best knowledge of the Company, there is no Material
violation by any Person of any right of the Company or any of its Subsidiaries
with respect to any patent, copyright, proprietary software, service mark,
trademark, trade name or other right owned or used by the Company or any of its
Subsidiaries.

      Section 5.12. Compliance with ERISA. (a) The Company and each ERISA
Affiliate have operated and administered each Plan in compliance with all
applicable laws except for such instances of noncompliance as have not resulted
in and could not reasonably be expected to result in a Material Adverse Effect.
Neither the Company nor any ERISA Affiliate has incurred any liability pursuant
to Title I or IV of ERISA or the penalty or excise tax provisions of the Code
relating to employee benefit plans (as defined in section 3 of ERISA), and no
event, transaction or condition has occurred or exists that could reasonably be
expected to result in the incurrence of any such liability by the Company or any
ERISA Affiliate, or in the imposition of any Lien on any of the rights,
properties or assets of the Company or any ERISA Affiliate, in either case
pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions
or to section 401(a)(29) or 412 of the Code or section 4068 of ERISA, other than
such liabilities or Liens as would not be individually or in the aggregate
Material.

            (b) The present value of the aggregate benefit liabilities under
each of the Plans (other than Multiemployer Plans), determined as of the end of
such Plan's most recently ended plan year on the basis of the actuarial
assumptions specified for funding purposes in such Plan's most recent actuarial
valuation report, did not exceed the aggregate current value of the assets of
such Plan allocable to such benefit liabilities by more than $1,000,000 in the
case of any single Plan and by more than $1,000,000 in the aggregate for all
Plans. The term "benefit liabilities" has the meaning specified in section 4001
of ERISA and the terms "current value" and "present value" have the meaning
specified in section 3 of ERISA.

            (c) The Company and its ERISA Affiliates have not incurred
withdrawal liabilities (and are not subject to contingent withdrawal
liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer
Plans that individually or in the aggregate are Material.

            (d) The expected postretirement benefit obligation (determined as of
the last day of the Company's most recently ended fiscal year in accordance with
Financial Accounting Standards Board Statement No. 106, without regard to
liabilities attributable to continuation coverage mandated by section 4980B of
the Code) of the Company and its Subsidiaries is not Material.

            (e) The execution and delivery of this Agreement and the issuance
and sale of the Notes hereunder will not involve any transaction that is subject
to the prohibitions of section 406 of ERISA or in connection with which a tax
could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The
representation by the Company to each Purchaser in the first sentence of this
Section 5.12(e) is made in reliance upon and subject to the accuracy of such
Purchaser's representation in Section 6.2 as to the sources of the funds used to
pay the purchase price of the Notes to be purchased by such Purchaser.

      Section 5.13. Private Offering by the Company. Neither the Company nor
anyone acting on its behalf has offered the Notes or the Subsidiary Guarantee
Agreement or any similar

                                      -8-

<PAGE>

TALX Corporation                                         Note Purchase Agreement

securities for sale to, or solicited any offer to buy any of the same from, or
otherwise approached or negotiated in respect thereof with, any person other
than the Purchasers and not more than twenty-six (26) other Institutional
Investors, each of which has been offered the Notes and the Subsidiary Guarantee
Agreement at a private sale for investment. Neither the Company nor anyone
acting on its behalf has taken, or will take, any action that would subject the
issuance or sale of the Notes and the Subsidiary Guarantee Agreement to the
registration requirements of Section 5 of the Securities Act or to the
registration requirements of any securities or blue sky laws of any applicable
jurisdiction.

      Section 5.14. Use of Proceeds; Margin Regulations. The Company will apply
the proceeds of the sale of the Notes to repay amounts outstanding under the
Bank Credit Agreement and for other general corporate purposes of the Company
and its Subsidiaries. No part of the proceeds from the sale of the Notes
hereunder will be used, directly or indirectly, for the purpose of buying or
carrying any margin stock in violation of Regulation U of the Board of Governors
of the Federal Reserve System (12 CFR 221), or for the purpose of buying or
carrying or trading in any securities under such circumstances as to involve the
Company in a violation of Regulation X of said Board (12 CFR 224) or to involve
any broker or dealer in a violation of Regulation T of said Board (12 CFR 220).
Margin stock does not constitute more than 1.0% of the value of the consolidated
assets of the Company and its Subsidiaries and the Company does not have any
present intention that margin stock will constitute more than 5.0% of the value
of such assets. As used in this Section, the terms "margin stock" and "purpose
of buying or carrying" shall have the meanings assigned to them in said
Regulation U.

      Section 5.15. Existing Indebtedness; Future Liens. (a) Schedule 5.15 sets
forth a complete and correct list of all outstanding Indebtedness of the Company
and its Subsidiaries as of the date of Closing (including a description of the
obligors and obligees, principal amount outstanding and collateral therefor, if
any, and Guaranty thereof, if any), since which date there has been no Material
change in the amounts, interest rates, sinking funds, installment payments or
maturities of the Indebtedness of the Company or its Subsidiaries. Neither the
Company nor any Subsidiary is in default and no waiver of default is currently
in effect, in the payment of any principal or interest on any Indebtedness of
the Company or such Subsidiary and no event or condition exists with respect to
any Indebtedness of the Company or any Subsidiary that would permit (or that
with notice or the lapse of time, or both, would permit) one or more Persons to
cause such Indebtedness to become due and payable before its stated maturity or
before its regularly scheduled dates of payment.

           (b) Except as disclosed in Schedule 5.15, neither the Company nor any
Subsidiary has agreed or consented to cause or permit in the future (upon the
happening of a contingency or otherwise) any of its property, whether now owned
or hereafter acquired, to be subject to a Lien not permitted by Section 10.6.

           (c) Neither the Company nor any Subsidiary is a party to, or
otherwise subject to any provision contained in, any instrument evidencing
Indebtedness of the Company or such Subsidiary, any agreement relating thereto
or any other agreement (including, but not limited to, its charter or other
organizational document) which limits the amount of, or otherwise imposes

                                      -9-

<PAGE>

TALX Corporation                                         Note Purchase Agreement

restrictions on the incurring of, Indebtedness of the Company, except as
specifically indicated in Schedule 5.15.

      Section 5.16. Foreign Assets Control Regulations, Etc. (a) Neither the
sale of the Notes by the Company hereunder nor the guaranty of the obligations
of the Company thereunder by the Subsidiary Guarantors under the Subsidiary
Guarantee Agreement nor their use of the proceeds thereof will violate the
Trading with the Enemy Act, as amended, or any of the foreign assets control
regulations of the United States Treasury Department (31 CFR, Subtitle B,
Chapter V, as amended) or any enabling legislation or executive order relating
thereto.

            (b) Neither the Company nor any Subsidiary (i) is a Person described
or designated in the Specially Designated Nationals and Blocked Persons List of
the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order
or (ii) engages in any dealings or transactions with any such Person. The
Company and its Subsidiaries are in compliance, in all material respects, with
the USA Patriot Act.

            (c) No part of the proceeds from the sale of the Notes hereunder
will be used, directly or indirectly, for any payments to any governmental
official or employee, political party, official of a political party, candidate
for political office, or anyone else acting in an official capacity, in order to
obtain, retain or direct business or obtain any improper advantage, in violation
of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming
in all cases that such Act applies to the Company.

      Section 5.17. Status under Certain Statutes. Neither the Company nor any
Subsidiary is subject to regulation under the Investment Company Act of 1940, as
amended, the Public Utility Holding Company Act of 2005, as amended, the ICC
Termination Act of 1995, as amended, or the Federal Power Act, as amended.

      Section 5.18. Environmental Matters. (a) Neither the Company nor any
Subsidiary has knowledge of any claim or has received any notice of any claim,
and no proceeding has been instituted raising any claim against the Company or
any of its Subsidiaries or any of their respective real properties now or
formerly owned, leased or operated by any of them or other assets, alleging any
damage to the environment or violation of any Environmental Laws, except, in
each case, such as could not reasonably be expected to result in a Material
Adverse Effect.

            (b) Neither the Company nor any Subsidiary has knowledge of any
facts which would give rise to any claim, public or private, of violation of
Environmental Laws or damage to the environment emanating from, occurring on or
in any way related to real properties now or formerly owned, leased or operated
by any of them or to other assets or their use, except, in each case, such as
could not reasonably be expected to result in a Material Adverse Effect.

            (c) Neither the Company nor any Subsidiary has stored any Hazardous
Materials on real properties now or formerly owned, leased or operated by any of
them and has not disposed of any Hazardous Materials in a manner contrary to any
Environmental Laws in each case in any manner that could reasonably be expected
to result in a Material Adverse Effect; and

                                      -10-

<PAGE>

TALX Corporation                                         Note Purchase Agreement

            (d) All buildings on all real properties now owned, leased or
operated by the Company or any Subsidiary are in compliance with applicable
Environmental Laws, except where failure to comply could not reasonably be
expected to result in a Material Adverse Effect.

      Section 5.19. Pari Passu Ranking. The Company's obligations under the
Financing Agreements will, upon issuance of the Notes, rank at least pari passu,
without preference or priority, with all of its other outstanding unsecured
Senior Indebtedness (including, without limitation, the Bank Credit Agreement).
Each Subsidiary Guarantor's obligations under the Subsidiary Guaranty Agreement
will, upon issuance of the Notes and the Subsidiary Guarantee Agreement, rank at
least pari passu, without preference or priority, with all of its other
outstanding unsecured Senior Indebtedness (including, without limitation, any
obligation under or relating to the Bank Credit Agreement). Each Person (other
than the Company) which is a borrower, guarantor or other obligor under or
pursuant to the Bank Credit Agreement is a Subsidiary Guarantor under this
Agreement.

SECTION 6. REPRESENTATIONS OF THE PURCHASER.

      Section 6.1. Purchase for Investment. Each Purchaser severally represents
that it is purchasing the Notes for its own account or for one or more separate
accounts maintained by such Purchaser or for the account of one or more pension
or trust funds and not with a view to the distribution thereof, provided that
the disposition of such Purchaser's or their property shall at all times be
within such Purchaser's or their control. Each Purchaser understands that the
Notes and the Subsidiary Guarantee Agreement have not been registered under the
Securities Act and may be resold only if registered pursuant to the provisions
of the Securities Act or if an exemption from registration is available, except
under circumstances where neither such registration nor such an exemption is
required by law, and that the Obligors are not required to register the Notes or
the Subsidiary Guarantee Agreement. Each Purchaser severally represents that it
(i) is a "qualified institutional buyer" within the meaning of Rule 144A under
the Securities Act and (ii) has had the opportunity to ask questions of the
Obligors and has received answers regarding the Company and its Subsidiaries and
the transactions contemplated hereby.

      Section 6.2. Source of Funds. Each Purchaser severally represents that at
least one of the following statements is an accurate representation as to each
source of funds (a "Source") to be used by such Purchaser to pay the purchase
price of the Notes to be purchased by such Purchaser hereunder:

            (a) the Source is an "insurance company general account" (as the
      term is defined in the United States Department of Labor's Prohibited
      Transaction Exemption ("PTE") 95-60) in respect of which the reserves and
      liabilities (as defined by the annual statement for life insurance
      companies approved by the National Association of Insurance Commissioners
      (the "NAIC Annual Statement")) for the general account contract(s) held by
      or on behalf of any employee benefit plan together with the amount of the
      reserves and liabilities for the general account contract(s) held by or on
      behalf of any other employee benefit plans maintained by the same employer
      (or affiliate thereof as defined in PTE 95-60) or by the same employee
      organization in the general account do not exceed 10% of the total
      reserves and liabilities of the general account (exclusive of

                                      -11-

<PAGE>

TALX Corporation                                         Note Purchase Agreement

      separate account liabilities) plus surplus as set forth in the NAIC Annual
      Statement filed with such Purchaser's state of domicile; or

            (b) the Source is a separate account that is maintained solely in
      connection with such Purchaser's fixed contractual obligations under which
      the amounts payable, or credited, to any employee benefit plan (or its
      related trust) that has any interest in such separate account (or to any
      participant or beneficiary of such plan (including any annuitant)) are not
      affected in any manner by the investment performance of the separate
      account; or

            (c) the Source is either (i) an insurance company pooled separate
      account, within the meaning of PTE 90-1 or (ii) a bank collective
      investment fund, within the meaning of the PTE 91-38 and, except as
      disclosed by such Purchaser to the Company in writing pursuant to this
      clause (c), no employee benefit plan or group of plans maintained by the
      same employer or employee organization beneficially owns more than 10% of
      all assets allocated to such pooled separate account or collective
      investment fund; or

            (d) the Source constitutes assets of an "investment fund" (within
      the meaning of Part V of PTE 84-14 (the "QPAM Exemption")) managed by a
      "qualified professional asset manager" or "QPAM" (within the meaning of
      Part V of the QPAM Exemption), no employee benefit plan's assets that are
      included in such investment fund, when combined with the assets of all
      other employee benefit plans established or maintained by the same
      employer or by an affiliate (within the meaning of Section V(c)(1) of the
      QPAM Exemption) of such employer or by the same employee organization and
      managed by such QPAM, exceed 20% of the total client assets managed by
      such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are
      satisfied, neither the QPAM nor a person controlling or controlled by the
      QPAM (applying the definition of "control" in Section V(e) of the QPAM
      Exemption) owns a 5% or more interest in the Company and (i) the identity
      of such QPAM and (ii) the names of all employee benefit plans whose assets
      are included in such investment fund have been disclosed to the Company in
      writing pursuant to this clause (d); or

            (e) the Source constitutes assets of a "plan(s)" (within the meaning
      of Section IV of PTE 96-23 (the "INHAM Exemption")) managed by an
      "in-house asset manager" or "INHAM" (within the meaning of Part IV of the
      INHAM exemption), the conditions of Part I(a), (g) and (h) of the INHAM
      Exemption are satisfied, neither the INHAM nor a person controlling or
      controlled by the INHAM (applying the definition of "control" in Section
      IV(d) of the INHAM Exemption) owns a 5% or more interest in the Company
      and (i) the identity of such INHAM and (ii) the name(s) of the employee
      benefit plan(s) whose assets constitute the Source have been disclosed to
      the Company in writing pursuant to this clause (e); or

            (f) the Source is a governmental plan; or

                                      -12-

<PAGE>

TALX Corporation                                         Note Purchase Agreement

            (g) the Source is one or more employee benefit plans, or a separate
      account or trust fund comprised of one or more employee benefit plans,
      each of which has been identified to the Company in writing pursuant to
      this clause (g); or

            (h) the Source does not include assets of any employee benefit plan,
      other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms "employee benefit plan," "governmental
plan," and "separate account" shall have the respective meanings assigned to
such terms in section 3 of ERISA.

SECTION 7. INFORMATION AS TO COMPANY.

      Section 7.1. Financial and Business Information. The Company shall deliver
to each holder of Notes that is an Institutional Investor:

            (a) Quarterly Statements -- within 60 days (or such shorter period
      as is 15 days greater than the period applicable to the filing of the
      Company's Quarterly Report on Form 10-Q (the "Form 10-Q") with the SEC
      regardless of whether the Company is subject to the filing requirements
      thereof) after the end of each quarterly fiscal period in each fiscal year
      of the Company (other than the last quarterly fiscal period of each such
      fiscal year), duplicate copies of,

                  (i) a consolidated balance sheet of the Company and its
            Subsidiaries as at the end of such quarter, and

                  (ii) consolidated statements of income, changes in
            shareholders' equity and cash flows of the Company and its
            Subsidiaries, for such quarter and (in the case of the second and
            third quarters) for the portion of the fiscal year ending with such
            quarter,

      setting forth in each case in comparative form the figures for the
      corresponding periods in the previous fiscal year, all in reasonable
      detail, prepared in accordance with GAAP applicable to quarterly financial
      statements generally, and certified by a Senior Financial Officer as
      fairly presenting, in all material respects, the financial position of the
      companies being reported on and their results of operations and cash
      flows, subject to changes resulting from year-end adjustments; provided
      that delivery within the time period specified above of copies of the
      Company's Form 10 Q prepared in compliance with the requirements therefor
      and filed with the SEC shall be deemed to satisfy the requirements of this
      Section 7.1(a), and provided, further, that the Company shall be deemed to
      have made such delivery of such Form 10-Q if it shall have timely made
      such Form 10-Q available on "EDGAR" and on its home page on the worldwide
      web (at the date of this Agreement located at: http//www.talx.com) and
      shall have given or caused to be given each Purchaser notice of such
      availability on EDGAR and on its home page in connection with each
      delivery (such availability and notice thereof being referred to as
      "Electronic Delivery"), in which event, the Company shall separately
      deliver,

                                      -13-

<PAGE>

TALX Corporation                                         Note Purchase Agreement

      concurrently with such Electronic Delivery, the certificate of the Senior
      Financial Officer.

            (b) Annual Statements -- within 105 days (or such shorter period as
      is 15 days greater than the period applicable to the filing of the
      Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC
      regardless of whether the Company is subject to the filing requirements
      thereof) after the end of each fiscal year of the Company, duplicate
      copies of

                  (i) a consolidated balance sheet of the Company and its
            Subsidiaries as at the end of such year, and

                  (ii) consolidated statements of income, changes in
            shareholders' equity and cash flows of the Company and its
            Subsidiaries for such year,

      setting forth in each case in comparative form the figures for the
      previous fiscal year, all in reasonable detail, prepared in accordance
      with GAAP, and accompanied by an opinion thereon of independent public
      accountants of recognized national standing, which opinion shall state
      that such financial statements present fairly, in all material respects,
      the financial position of the companies being reported upon and their
      results of operations and cash flows and have been prepared in conformity
      with GAAP, and that the examination of such accountants in connection with
      such financial statements has been made in accordance with generally
      accepted auditing standards, and that such audit provides a reasonable
      basis for such opinion in the circumstances; provided that the delivery
      within the time period specified above of the Company's Form 10 K for such
      fiscal year (together with the Company's annual report to shareholders, if
      any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in
      accordance with the requirements thereof and filed with the SEC shall be
      deemed to satisfy the requirements of this Section 7.1(b) and provided,
      further, that the Company shall be deemed to have made delivery of such
      Form 10-K if it shall have timely made Electronic Delivery thereof;

            (c) SEC and Other Reports -- promptly upon their becoming available,
      one copy of (i) each financial statement, report, notice or proxy
      statement sent by the Company or any Subsidiary to its principal lending
      banks as a whole (excluding information sent to such banks in the ordinary
      course of administration of a bank facility, such as information relating
      to pricing and borrowing availability) or to its public securities holders
      generally, and (ii) each regular or periodic report, each registration
      statement that shall have become effective other than registration
      statements on Form S-8 (without exhibits except as expressly requested by
      such holder), and each prospectus (other than one relating solely to
      employee benefit plans) and all amendments thereto filed by the Company or
      any Subsidiary with the SEC and of all press releases and other statements
      made available generally by the Company or any Subsidiary to the public
      concerning developments that are Material, provided, that the Company
      shall be deemed to have made such delivery (including with respect to any
      exhibits thereto) if it shall have timely made Electronic Delivery
      thereof;

                                      -14-

<PAGE>

TALX Corporation                                         Note Purchase Agreement

            (d) Notice of Default or Event of Default -- promptly, and in any
      event within five days after a Responsible Officer becoming aware of the
      existence of any Default or Event of Default or that any Person has given
      any notice or taken any action with respect to a claimed default hereunder
      or that any Person has given any notice or taken any action with respect
      to a claimed default of the type referred to in Section 11(f), a written
      notice specifying the nature and period of existence thereof and what
      action the Company is taking or proposes to take with respect thereto;

            (e) ERISA Matters -- promptly, and in any event within five days
      after a Responsible Officer becoming aware of any of the following, a
      written notice setting forth the nature thereof and the action, if any,
      that the Company or an ERISA Affiliate proposes to take with respect
      thereto:

                  (i) with respect to any Plan, any reportable event, as defined
            in section 4043(c) of ERISA and the regulations thereunder, for
            which notice thereof has not been waived pursuant to such
            regulations as in effect on the date hereof; or

                  (ii) the taking by the PBGC of steps to institute, or the
            threatening by the PBGC of the institution of, proceedings under
            section 4042 of ERISA for the termination of, or the appointment of
            a trustee to administer, any Plan, or the receipt by the Company or
            any ERISA Affiliate of a notice from a Multi-employer Plan that such
            action has been taken by the PBGC with respect to such
            Multi-employer Plan; or

                  (iii) any event, transaction or condition that could result in
            the incurrence of any liability by the Company or any ERISA
            Affiliate pursuant to Title I or IV of ERISA or the penalty or
            excise tax provisions of the Code relating to employee benefit
            plans, or in the imposition of any Lien on any of the rights,
            properties or assets of the Company or any ERISA Affiliate pursuant
            to Title I or IV of ERISA or such penalty or excise tax provisions,
            if such liability or Lien, taken together with any other such
            liabilities or Liens then existing, could reasonably be expected to
            have a Material Adverse Effect;

            (f) Notices from Governmental Authority -- promptly, and in any
      event within 30 days of receipt thereof, copies of any written notice to
      the Company or any Subsidiary from any Federal or state Governmental
      Authority relating to (i) non-compliance or alleged non-compliance with
      any order, ruling, statute or other law or regulation or (ii) any order,
      ruling, statute or other law or regulation outside of the ordinary course
      of business that, in either case, could reasonably be expected to have a
      Material Adverse Effect; and

            (g) Requested Information -- with reasonable promptness, such other
      data and information relating to the business, operations, affairs,
      financial condition, assets or properties of the Company or any of its
      Subsidiaries or relating to the ability of any

                                      -15-

<PAGE>

TALX Corporation                                         Note Purchase Agreement

            Obligor to perform its obligations under the Financing Agreements to
            which it is a party as from time to time may be reasonably requested
            by any such holder of Notes.

      Section 7.2. Officer's Certificate. Each set of financial statements
delivered to a holder of Notes pursuant to Section 7.1(a) or Section 7.1(b)
shall be accompanied by a certificate of a Senior Financial Officer setting
forth (which, in the case of Electronic Delivery of any such financial
statements, shall be by separate substantially concurrent delivery of such
certificate to each holder of Notes):

                  (a) Covenant Compliance -- the information (including detailed
            calculations) required in order to establish whether the Company was
            in compliance with the requirements of Section 10.2 through Section
            10.9, inclusive, during the quarterly or annual period covered by
            the statements then being furnished (including with respect to each
            such Section, where applicable, the calculations of the maximum or
            minimum amount, ratio or percentage, as the case may be, permissible
            under the terms of such Sections, and the calculation of the amount,
            ratio or percentage then in existence); and

                  (b) Event of Default -- a statement that such Senior Financial
            Officer has reviewed (or caused a Responsible Officer to review) the
            relevant terms hereof and has made, or caused to be made, under his
            or her supervision, a review of the transactions and conditions of
            the Company and its Subsidiaries from the beginning of the quarterly
            or annual period covered by the statements then being furnished to
            the date of the certificate and that such review shall not have
            disclosed the existence during such period of any condition or event
            that constitutes a Default or an Event of Default or, if any such
            condition or event existed or exists (including, without limitation,
            any such event or condition resulting from the failure of the
            Company or any Subsidiary to comply with any Environmental Law),
            specifying the nature and period of existence thereof and what
            action the Company shall have taken or proposes to take with respect
            thereto.

      Section 7.3. Visitation. The Company shall permit the representatives of
each holder of Notes that is an Institutional Investor:

                  (a) No Default -- if no Default or Event of Default then
            exists, at the expense of such holder and upon reasonable prior
            notice to the Company, to visit the principal executive office of
            the Company, to discuss the affairs, finances and accounts of the
            Company and its Subsidiaries with the Company's officers, and (with
            the consent of the Company, which consent will not be unreasonably
            withheld) its independent public accountants, and (with the consent
            of the Company, which consent will not be unreasonably withheld) to
            visit the other offices and properties of the Company and each
            Subsidiary, all at such reasonable times and as often as may be
            reasonably requested in writing; and

                  (b) Default -- if a Default or Event of Default then exists,
            at the expense of the Company to visit and inspect any of the
            offices or properties of the Company or any Subsidiary, to examine
            all their respective books of account, records, reports and other
            papers, to make copies and extracts therefrom, and to discuss their
            respective affairs,

                                      -16-

<PAGE>

TALX Corporation                                         Note Purchase Agreement

            finances and accounts with their respective officers and independent
            public accountants (and by this provision the Company authorizes
            said accountants to discuss the affairs, finances and accounts of
            the Company and its Subsidiaries), all at such times and as often as
            may be requested.

      Section 7.4. Limitation on Disclosure Obligation. The Company shall not be
required to disclose the following information pursuant to Section 7.1(c),
7.1(g) or 7.3:

                  (a) information that the Company determines after consultation
            with counsel qualified to advise on such matters that,
            notwithstanding the confidentiality requirements of Section 20, it
            would be prohibited from disclosing by applicable law or regulations
            without making public disclosure thereof; or

                  (b) information that, notwithstanding the confidentiality
            requirements of Section 20, the Company is prohibited from
            disclosing by the terms of an obligation of confidentiality
            contained in any agreement with any non-Affiliate binding upon the
            Company and not entered into in contemplation of this clause (b),
            provided that the Company shall use commercially reasonable efforts
            to obtain consent from the party in whose favor the obligation of
            confidentiality was made to permit the disclosure of the relevant
            information and provided further that the Company has received a
            written opinion of counsel confirming that disclosure of such
            information without consent from such other contractual party would
            constitute a breach of such agreement.

Promptly after a request therefor from any holder of Notes that is an
Institutional Investor, the Company will provide such holder with a written
opinion of counsel (which may be addressed to the Company) relied upon as to any
requested information that the Company is prohibited from disclosing to such
holder under circumstances described in this Section 7.4.

SECTION 8. PAYMENT AND PREPAYMENT OF THE NOTES.

      Section 8.1. Required Prepayments. On May 25, 2010 and on each May 25
thereafter to and including May 25, 2013 the Company will prepay $15,000,000
principal amount (or such lesser principal amount as shall then be outstanding)
of the Notes at par and without payment of the Make-Whole Amount or any premium,
provided that upon any partial prepayment of the Notes pursuant to Section 8.2,
8.3 or 8.8, the principal amount of each required prepayment of the Notes
becoming due under this Section 8.1 on and after the date of such prepayment
shall be reduced in the same proportion as the aggregate unpaid principal amount
of the Notes is reduced as a result of such prepayment. The entire remaining
unpaid principal amount of the outstanding Notes will be due and payable on May
25, 2014.

      Section 8.2. Optional Prepayments with Make-Whole Amount. The Company may,
at its option, upon notice as provided below, prepay at any time all, or from
time to time any part of, the Notes, in an amount not less than 5% of the
aggregate principal amount of the Notes then outstanding in the case of a
partial prepayment, at 100% of the principal amount so prepaid, together with
interest accrued on the principal amount so prepaid to the date of such
prepayment and the Make-Whole Amount determined for the prepayment date with
respect to such principal

                                      -17-

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TALX Corporation                                         Note Purchase Agreement

amount. The Company will give each holder of Notes written notice of each
optional prepayment under this Section 8.2 not less than 30 days and not more
than 60 days prior to the date fixed for such prepayment. Each such notice shall
specify such date (which shall be a Business Day), the aggregate principal
amount of the Notes to be prepaid on such date, the principal amount of each
Note held by such holder to be prepaid (determined in accordance with Section
8.4), and the interest to be paid on the prepayment date with respect to such
principal amount being prepaid, and shall be accompanied by a certificate of a
Senior Financial Officer as to the estimated Make-Whole Amount due in connection
with such prepayment (calculated as if the date of such notice were the date of
the prepayment), setting forth the details of such computation. Two Business
Days prior to such prepayment, the Company shall deliver to each holder of Notes
a certificate of a Senior Financial Officer specifying the calculation of such
Make-Whole Amount as of the specified prepayment date.

      Section 8.3. Prepayment of Notes Upon Change of Control.

            (a) Condition to Company Action. Within fifteen (15) Business Days
of a Responsible Officer obtaining knowledge of the occurrence of a Change of
Control, the Company shall have given to each holder of Notes written notice
containing and constituting an offer to prepay Notes as described in
subparagraph (b) of this Section 8.3, accompanied by the certificate described
in subparagraph (e) of this Section 8.3.

            (b) Offer to Prepay Notes. The offer to prepay Notes contemplated by
subparagraph (a) of this Section 8.3 shall be an offer to prepay, in accordance
with and subject to this Section 8.3, all, but not less than all, the Notes held
by each holder (in this case only, "holder" in respect of any Note registered in
the name of a nominee for a disclosed beneficial owner shall mean such
beneficial owner) on the date specified in such offer (the "Proposed Prepayment
Date") that is not less than 30 days and not more than 60 days after the date of
such offer (if the Proposed Prepayment Date shall not be specified in such
offer, the Proposed Prepayment Date shall be the first Business Day which is at
least 45 days after the date of such offer).

            (c) Acceptance; Rejection. A holder of Notes may accept the offer to
prepay made pursuant to this Section 8.3 by causing a notice of such acceptance
to be delivered to the Company at least 15 days prior to the Proposed Prepayment
Date. A failure by a holder of Notes to respond to an offer to prepay made
pursuant to this Section 8.3, or to accept an offer as to all of the Notes held
by such holder, within such time period shall be deemed to constitute a
rejection of such offer by such holder.

            (d) Prepayment. Prepayment of the Notes to be prepaid pursuant to
this Section 8.3 shall be at 100% of the principal amount of such Notes,
together with interest on such Notes accrued to the date of prepayment, and
shall not require the payment of any Make-Whole Amount. The prepayment shall be
made on the Proposed Prepayment Date.

            (e) Officer's Certificate. Each offer to prepay the Notes pursuant
to this Section 8.3 shall be accompanied by a certificate, executed by a Senior
Financial Officer of the Company and dated the date of such offer, specifying:
(i) the Proposed Prepayment Date; (ii) that such offer is made pursuant to this
Section 8.3; (iii) the principal amount of each Note offered to be

                                      -18-

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TALX Corporation                                         Note Purchase Agreement

prepaid; (iv) the interest that would be due on each Note offered to be prepaid,
accrued to the Proposed Prepayment Date; (v) that the conditions of this Section
8.3 have been fulfilled; and (vi) in reasonable detail, the nature and date of
the Change of Control.

      Section 8.4. Allocation of Partial Prepayments. In the case of each
partial prepayment of the Notes pursuant to Section 8.2, the principal amount of
the Notes to be prepaid shall be allocated among all of the Notes at the time
outstanding in proportion, as nearly as practicable, to the respective unpaid
principal amounts thereof not theretofore called for prepayment.

      Section 8.5. Maturity; Surrender, Etc. In the case of each prepayment of
Notes pursuant to this Section 8, the principal amount of each Note to be
prepaid shall mature and become due and payable on the date fixed for such
prepayment (which shall be a Business Day), together with interest on such
principal amount accrued to such date and the applicable Make-Whole Amount, if
any. From and after such date, unless the Company shall fail to pay such
principal amount when so due and payable, together with the interest and
Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall
cease to accrue. Any Note paid or prepaid in full shall be surrendered to the
Company and cancelled and shall not be reissued, and no Note shall be issued in
lieu of any prepaid principal amount of any Note.

      Section 8.6. Purchase of Notes. The Company will not and will not permit
any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or
indirectly, any of the outstanding Notes except upon the payment or prepayment
of the Notes in accordance with the terms of this Agreement and the Notes. The
Company will promptly cancel all Notes acquired by it or any Affiliate pursuant
to any payment or prepayment of Notes pursuant to any provision of this
Agreement and no Notes may be issued in substitution or exchange for any such
Notes.

      Section 8.7. Make-Whole Amount.

            "Make-Whole Amount" means, with respect to any Note, an amount equal
to the excess, if any, of the Discounted Value of the Remaining Scheduled
Payments with respect to the Called Principal of such Note over the amount of
such Called Principal, provided that the Make-Whole Amount may in no event be
less than zero. For the purposes of determining the Make-Whole Amount, the
following terms have the following meanings:

            "Called Principal" means, with respect to any Note, the principal of
such Note that is to be prepaid pursuant to Section 8.2 or has become or is
declared to be immediately due and payable pursuant to Section 12.1, as the
context requires.

            "Discounted Value" means, with respect to the Called Principal of
any Note, the amount obtained by discounting all Remaining Scheduled Payments
with respect to such Called Principal from their respective scheduled due dates
to the Settlement Date with respect to such Called Principal, in accordance with
accepted financial practice and at a discount factor (applied on the same
periodic basis as that on which interest on the Notes is payable) equal to the
Reinvestment Yield with respect to such Called Principal.

                                      -19-

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TALX Corporation                                         Note Purchase Agreement

            "Reinvestment Yield" means, with respect to the Called Principal of
any Note, .50% over the yield to maturity implied by (i) the yields reported as
of 10:00 a.m. (New York City time) on the second Business Day preceding the
Settlement Date with respect to such Called Principal, on the display designated
as "Page PX1" (or such other display as may replace Page PX1 on Bloomberg
Financial Markets ("Bloomberg")) or, if Page PX1 (or its successor screen on
Bloomberg) is unavailable, the Telerate Access Service screen which corresponds
most closely to Page PX1 for the most recently issued actively traded on the run
U.S. Treasury securities having a maturity equal to the Remaining Average Life
of such Called Principal as of such Settlement Date, or (ii) if such yields are
not reported as of such time or the yields reported as of such time are not
ascertainable (including by way of interpolation), the Treasury Constant
Maturity Series Yields reported, for the latest day for which such yields have
been so reported as of the second Business Day preceding the Settlement Date
with respect to such Called Principal, in Federal Reserve Statistical Release
H.15 (or any comparable successor publication) for U.S. Treasury securities
having a constant maturity equal to the Remaining Average Life of such Called
Principal as of such Settlement Date. In the case of each determination under
clause (i) or clause (ii), as the case may be, of the preceding paragraph, such
implied yield will be determined, if necessary, by (a) converting U.S. Treasury
bill quotations to bond equivalent yields in accordance with accepted financial
practice and (b) interpolating linearly between (1) the applicable U.S. Treasury
security with the maturity closest to and greater than such Remaining Average
Life and (2) the applicable U.S. Treasury security with the maturity closest to
and less than such Remaining Average Life. The Reinvestment Yield shall be
rounded to the number of decimal places as appears in the interest rate of the
applicable Note.

            "Remaining Average Life" means, with respect to any Called
Principal, the number of years (calculated to the nearest one-twelfth year)
obtained by dividing (i) such Called Principal into (ii) the sum of the products
obtained by multiplying (a) the principal component of each Remaining Scheduled
Payment with respect to such Called Principal by (b) the number of years
(calculated to the nearest one-twelfth year) that will elapse between the
Settlement Date with respect to such Called Principal and the scheduled due date
of such Remaining Scheduled Payment.

            "Remaining Scheduled Payments" means, with respect to the Called
Principal of any Note, all payments of such Called Principal and interest
thereon including, without limitation, pursuant to Section 9.10, that would be
due after the Settlement Date with respect to such Called Principal if no
payment of such Called Principal were made prior to its scheduled due date,
provided that if such Settlement Date is not a date on which interest payments
are due to be made under the terms of the Notes, then the amount of the next
succeeding scheduled interest payment will be reduced by the amount of interest
accrued to such Settlement Date and required to be paid on such Settlement Date
pursuant to Section 8.2 or Section 12.1.

            "Settlement Date" means, with respect to the Called Principal of any
Note, the date on which such Called Principal is to be prepaid pursuant to
Section 8.2 or has become or is declared to be immediately due and payable
pursuant to Section 12.1, as the context requires.

      Section 8.8. Prepayment in Connection with Sales of Assets. If the Company
chooses to make an offer to prepay the Notes pursuant to Section 10.8, the
Company will give written notice

                                      -20-

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TALX Corporation                                         Note Purchase Agreement

thereof to the holders of all outstanding Notes, which notice shall (i) refer
specifically to this Section 8.8 and describe in reasonable detail the
Disposition giving rise to such offer to prepay the Notes, (ii) specify the
principal amount of each Note being offered to be prepaid, without any
requirement to pay any Make-Whole Amount, which amount shall be allocated among
all of the Notes at the time outstanding in proportion, as nearly as
practicable, to the respective unpaid principal amounts not theretofore called
for prepayment, (iii) specify a date not less than 30 days and not more than 60
days after the date of such notice (the "Disposition Prepayment Date") and
specify the Disposition Response Date (as defined below), and (iv) offer to
prepay on the Disposition Prepayment Date the amount specified in (ii) above
with respect to each Note together with interest accrued thereon to the
Disposition Prepayment Date. Each holder of a Note shall notify the Company of
such holder's acceptance or rejection of such offer by giving written notice of
such acceptance or rejection to the Company (provided, however, that any holder
who fails to so notify the Company shall be deemed to have rejected such offer)
on a date at least 10 days prior to the Disposition Prepayment Date (such date
10 days prior to the Disposition Prepayment Date being the "Disposition Response
Date"), provided, that if any holder of Notes declines such offer, the proceeds
that would have been paid to such holder shall be offered pro rata to the other
holders of the Notes that have accepted the offer. The Company shall prepay on
the Disposition Prepayment Date the amount specified in (ii) above with respect
to each Note held by the holders who have accepted such offer in accordance with
this Section 8.8.

SECTION 9. AFFIRMATIVE COVENANTS.

            The Company covenants that so long as any of the Notes are
outstanding:

      Section 9.1. Compliance with Law. Without limiting Section 10.9, the
Company will, and will cause each of its Subsidiaries to, comply with all laws,
ordinances or governmental rules or regulations to which each of them is
subject, including, without limitation, ERISA, the USA Patriot Act and
Environmental Laws, and will obtain and maintain in effect all licenses,
certificates, permits, franchises and other governmental authorizations
necessary to the ownership of their respective properties or to the conduct of
their respective businesses, in each case to the extent necessary to ensure that
non-compliance with such laws, ordinances or governmental rules or regulations
or failures to obtain or maintain in effect such licenses, certificates,
permits, franchises and other governmental authorizations could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

      Section 9.2. Insurance. The Company will, and will cause each of its
Subsidiaries to, maintain, with financially sound and reputable insurers,
insurance with respect to their respective properties and businesses against
such casualties and contingencies, of such types, on such terms and in such
amounts (including deductibles, co-insurance and self-insurance, if adequate
reserves are maintained with respect thereto) as is customary in the case of
entities of established reputations engaged in the same or a similar business
and similarly situated.

      Section 9.3. Maintenance of Properties. The Company will, and will cause
each of its Subsidiaries to, maintain and keep, or cause to be maintained and
kept, their respective properties in good repair, working order and condition
(other than ordinary wear and tear), so

                                      -21-

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TALX Corporation                                         Note Purchase Agreement

that the business carried on in connection therewith may be properly conducted
at all times, provided that this Section shall not prevent the Company or any
Subsidiary from discontinuing the operation and the maintenance of any of its
properties if the Company or such Subsidiary has concluded that such
discontinuance is desirable in the conduct of its business and the Company has
concluded that such discontinuance could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

      Section 9.4. Payment of Taxes and Claims. The Company will, and will cause
each of its Subsidiaries to, file all tax returns required to be filed in any
jurisdiction and to pay and discharge all taxes shown to be due and payable on
such returns and all other taxes, assessments, governmental charges, or levies
imposed on them or any of their properties, assets, income or franchises, to the
extent such taxes, assessments, charges and levies have become due and payable
and before they have become delinquent and all claims for which sums have become
due and payable that have or might become a Lien on properties or assets of the
Company or any Subsidiary, provided that neither the Company nor any Subsidiary
need file any such return or pay any such tax, assessment, charge, levy or claim
if (i) the amount, applicability or validity thereof is contested by the Company
or such Subsidiary on a timely basis in good faith and in appropriate
proceedings, and the Company or a Subsidiary has established adequate reserves
therefor in accordance with GAAP on the books of the Company or such Subsidiary
or (ii) the non-filing of all such returns or the nonpayment of all such taxes,
assessments, charges, levies and claims in the aggregate could not reasonably be
expected to have a Material Adverse Effect.

      Section 9.5. Limited Liability Company and Corporate Existence, Etc.
Subject to Sections 10.7 and 10.8, the Company will at all times preserve and
keep in full force and effect its corporate existence. Subject to Sections 10.7
and 10.8, the Company will at all times preserve and keep in full force and
effect the limited liability company, corporate or other applicable existence of
each of its Subsidiaries (unless merged or consolidated into or with, or
substantially all of its assets are transferred to, the Company or a Wholly
Owned Subsidiary) and all rights and franchises of the Company and its
Wholly-Owned Subsidiaries unless, in the good faith judgment of the Company, the
termination of or failure to preserve and keep in full force and effect such
limited liability company, corporate or other applicable existence, right or
franchise could not, individually or in the aggregate, be reasonably expected to
have a Material Adverse Effect.

      Section 9.6. Books and Records. The Company will, and will cause each of
its Subsidiaries to, maintain proper books of record and account in conformity
with GAAP and all applicable requirements of any Governmental Authority having
legal or regulatory jurisdiction over the Company or such Subsidiary, as the
case may be.

      Section 9.7. Additional Subsidiary Guarantors. The Company hereby
covenants and agrees that, if any Subsidiary which is not a Subsidiary Guarantor
(i) guarantees the Company's obligations under the Bank Credit Agreement, (ii)
directly or indirectly becomes an obligor under the Bank Credit Agreement or
(iii) directly or indirectly guarantees any Indebtedness or other obligations of
the Company, it will cause such Subsidiary to, concurrently therewith, (a) enter
into a joinder agreement substantially in the form of Annex I to the Subsidiary
Guarantee Agreement or otherwise deliver another Subsidiary Guarantee Agreement
reasonably

                                      -22-

<PAGE>

TALX Corporation                                         Note Purchase Agreement

acceptable to the Required Holders, in each case, for the benefit of the holders
of the Notes, (b) deliver a favorable legal opinion of nationally recognized
independent counsel, or other independent counsel reasonably satisfactory to the
Required Holders, as to the good standing, due authorization, execution,
delivery, validity and enforceability thereof, and that the Subsidiary Guarantee
Agreement does not violate or conflict with any law, agreement or governing
document relating to such Subsidiary and such other opinions as are reasonably
requested by the Required Holders and their counsel and (c) deliver appropriate
limited liability company or corporate resolutions and other limited liability
company or corporate documentation in form and substance reasonably satisfactory
to the Required Holders and their counsel.

      Section 9.8. Release of Subsidiary Guarantors. If any Subsidiary is
released as a borrower, guarantor or other obligor under the Bank Credit
Agreement (and is not then designated as a borrower, guarantor or other obligor
under any other credit facility of the Company or any Subsidiary), such
Subsidiary shall be deemed released as a Subsidiary Guarantor concurrently with
the Company providing you with an Officer's Certificate. Such Officer's
Certificate shall be accompanied by evidence of such release under the Credit
Agreement and shall certify that (i) at the time of such release and immediately
after giving effect thereto, no Default or Event of Default existed or shall
exist hereunder (ii) such Subsidiary then being released is not then a borrower
or obligor under any other credit facility, and (iii) other than the payment of
reasonable legal fees, no consideration was granted to any agent or lender under
the Bank Credit Agreement, directly or indirectly in connection with such
release including, but not limited to, any payment of any fees, any increase in
pricing, any additional Guaranty, any participation in other transactions or any
other credit enhancement or other benefit.

      Section 9.9. Pari Passu Ranking. The Company's obligations under the
Financing Agreements will, at all times, rank at least pari passu, without
preference or priority, with all of its other outstanding unsecured Senior
Indebtedness (including, without limitation, the Bank Credit Agreement). Each
Subsidiary Guarantor's obligations under the Subsidiary Guaranty Agreement will,
at all times, rank at least pari passu, without preference or priority, with all
of its other outstanding unsecured Senior Indebtedness (including, without
limitation, any obligation under or relating to the Bank Credit Agreement).

      Section 9.10. Additional Interest. If the Company fails to make an Equity
Issuance resulting in the Company receiving new net cash proceeds in an amount
not less than $75,000,000 on or before September 30, 2006, then in addition to
all other interest accruing on the Notes (including, without limitation, the
Default Rate), additional interest in the amount of 0.45% per annum shall accrue
on the Notes commencing on September 30, 2006 and continuing through maturity
and payment in full of the Notes (and the Company will pay such additional
interest concurrently with all other interest becoming due and payable on the
Notes), provided that if the Company makes an Equity Issuance resulting in the
Company receiving new net cash proceeds in an amount not less than $75,000,000
at any time after September 30, 2006 but prior to September 30, 2007, then on
and after the first day of the next fiscal quarter beginning after the date of
such Equity Issuance, such additional interest shall cease to accrue and shall
no longer be payable on the Notes.

                                      -23-

<PAGE>

TALX Corporation                                         Note Purchase Agreement

SECTION 10. NEGATIVE COVENANTS.

         The Company covenants that so long as any of the Notes are outstanding:

      Section 10.1. Transactions with Affiliates. The Company will not, and will
not permit any Subsidiary to, enter into directly or indirectly any transaction
or group of related transactions (including without limitation the purchase,
lease, sale or exchange of properties of any kind or the rendering of any
service) with any Affiliate (other than the Company or another Subsidiary),
except in the ordinary course and pursuant to the reasonable requirements of the
Company's or such Subsidiary's business and upon fair and reasonable terms no
less favorable to the Company or such Subsidiary than would be obtainable in a
comparable arm's-length transaction with a Person not an Affiliate.

      Section 10.2. Consolidated Net Worth. The Company will not, as of the end
of any fiscal quarter, permit Consolidated Net Worth to be less than the sum of
(a) $150,000,000, plus (b) an aggregate amount equal to 25% of Consolidated Net
Income (but, in each case, only if a positive number) for each completed fiscal
quarter beginning with the fiscal quarter ending June 30, 2006 plus (c) an
aggregate amount equal to 50% of the net proceeds of all Equity Issuances after
the date of Closing.

      Section 10.3. Consolidated Debt Coverage. The Company will not, as of the
end of each fiscal quarter, permit the ratio of Consolidated Debt outstanding on
such date to Consolidated Operating Cash Flow for the immediately preceding four
quarter period, taken as a single accounting period ending on the date of
calculation, to exceed (i) 3.00 to 1.00 as of the end of any fiscal quarter
prior to December 31, 2006 and (ii) 2.75 to 1.00 at the end of any fiscal
quarter thereafter. If, during the period for which Consolidated Operating Cash
Flow is being calculated, the Company or a Subsidiary has (i) acquired one or
more Persons (or the assets thereof) or (ii) disposed of one or more
Subsidiaries (or substantially all of the assets thereof), Consolidated
Operating Cash Flow shall be calculated on a pro forma basis as if all of such
acquisitions and all such dispositions had occurred on the first day of such
period.

      Section 10.4. Fixed Charge Coverage. The Company will not permit, as at
the end of each fiscal quarter, the ratio of Consolidated Income Available for
Fixed Charges to Consolidated Fixed Charges, in each case for the immediately
preceding four quarter period, taken as a single accounting period ending on the
date of calculation, to be less than 1.75 to 1.00. If, during the period for
which the ratio of Consolidated Income Available for Fixed Charges to
Consolidated Fix Charges is being calculated, the Company or a Subsidiary has
(i) acquired one or more Persons (or the assets thereof) or (ii) disposed of one
or more Subsidiaries (or substantially all of the assets thereof), Consolidated
Income Available for Fixed Charges and Consolidated Fixed Charges shall be
calculated on a pro forma basis as if all of such acquisitions and all such
dispositions had occurred on the first day of such period.

      Section 10.5. Priority Debt. The Company will not, at any time, permit
Priority Debt to exceed 15% of Consolidated Net Worth determined as of the end
of the most recently ended fiscal quarter.

                                      -24-

<PAGE>

TALX Corporation                                         Note Purchase Agreement

      Section 10.6. Liens. The Company will not, and will not permit any of its
Subsidiaries to, directly or indirectly create, incur, assume or permit to exist
(upon the happening of a contingency or otherwise) any Lien on or with respect
to any property or asset (including, without limitation, any document or
instrument in respect of goods or accounts receivable) of the Company or any
such Subsidiary, whether now owned or held or hereafter acquired, or any income
or profits therefrom or assign or otherwise convey any right to receive income
or profits (unless it makes, or causes to be made, effective provision whereby
the Notes will be equally and ratably secured with any and all other obligations
thereby secured, such security to be pursuant to an agreement reasonably
satisfactory to the Required Holders and, in any such case, the Notes shall have
the benefit, to the fullest extent that, and with such priority as, the holders
of the Notes may be entitled under applicable law, of an equitable Lien on such
property), except:

                  (a) Liens for taxes, assessments or other governmental charges
         or levies which are not yet due and payable or the payment of which is
         not at the time required by Section 9.4;

                  (b) Liens existing on the date of this Agreement and securing
         the Indebtedness of the Company and its Subsidiaries referred to in
         Schedule 5.15;

                  (c) (i) Liens incidental to the conduct of business or the
         ownership of properties and assets (including landlords', lessors',
         carriers', operators', warehousemen's, mechanics', materialmen's and
         other similar Liens) and Liens (other than any Lien imposed by ERISA)
         incurred or deposits made in the ordinary course of business (i) in
         connection with workers' compensation, unemployment insurance and other
         types of social security or retirement benefits, or (ii) to secure (or
         to obtain letters of credit that secure) the performance of tenders,
         statutory obligations, surety bonds, appeal bonds, bids, leases (other
         than Capital Leases), performance bonds, purchase, construction or
         sales contracts and other similar obligations, in each case not
         incurred or made in connection with the borrowing of money, the
         obtaining of advances or credit or the payment of the deferred purchase
         price of property and (ii) Liens of commercial depositary institutions
         constituting a right of setoff against amounts on deposit with any such
         institution, provided, that such deposit account is not a dedicated
         cash collateral account and is not subject to restrictions against
         access by the Company or its Subsidiaries;

                  (d) any attachment or judgment Lien, unless the judgment it
         secures shall not, within 60 days after the entry thereof, have been
         discharged or execution thereof stayed pending appeal, or shall not
         have been discharged within 60 days after the expiration of any such
         stay;

                  (e) leases or subleases granted to others, easements,
         rights-of-way, minor survey exceptions, restrictions and other similar
         charges or encumbrances, in each case incidental to, and not
         interfering with, the ordinary conduct of the business of the Company
         or any of its Subsidiaries, provided that such Liens do not, in the
         aggregate, materially detract from the value of such property or which
         relate only to assets that in the aggregate are not Material;

                                      -25-

<PAGE>

TALX Corporation                                         Note Purchase Agreement

                  (f) any Lien (i) created contemporaneously with its
         acquisition or within 365 days of the acquisition or construction or
         development thereof to secure all or any part of the purchase price, or
         to secure Indebtedness incurred or assumed to pay all or any part of
         the purchase price or cost of construction, of property (or any
         improvement thereon) acquired or constructed by the Company or a
         Subsidiary after the date of the Closing or (ii) any Lien existing on
         property of a Person immediately prior to its being consolidated or
         amalgamated with or merged into the Company or any Subsidiary or its
         becoming a Subsidiary, or any Lien existing on any property acquired by
         the Company or any Subsidiary at the time such property is so acquired
         (whether or not the Indebtedness secured thereby shall have been
         assumed), provided that

                           (A) any such Lien shall extend solely to the item or
                  items of such property (or improvement thereon) so acquired or
                  constructed and, if required by the terms of the instrument
                  originally creating such Lien, other property (or improvement
                  thereon) which is an improvement to or is acquired for
                  specific use in connection with such acquired or constructed
                  property (or improvement thereon) or which is real property
                  being improved by such acquired or constructed property (or
                  improvement thereon), and

                           (B) the principal amount of the Indebtedness secured
                  by any such Lien shall at no time exceed an amount equal to
                  the lesser of (1) the cost to the Company or such Subsidiary
                  of the property (or improvement thereon) so acquired or
                  constructed and (2) the fair market value (as determined in
                  good faith by one or more of the officers of the Company to
                  whom authority to enter into such transaction has been
                  delegated by the board of directors of the Company) of such
                  property (or improvement thereon) at the time of such
                  acquisition or construction;

                  (g) any Lien renewing, extending or refunding any Lien
         permitted by paragraphs (b) or (f) of this Section 10.6, provided that
         (i) the principal amount of Indebtedness secured by such Lien
         immediately prior to such extension, renewal or refunding is not
         increased or the maturity thereof reduced, (ii) such Lien is not
         extended to any other property, and (iii) immediately after such
         extension, renewal or refunding no Default or Event of Default would
         exist;

                  (h) Liens securing obligations of a Subsidiary to the Company
         or to another Subsidiary; and

                  (i) if and so long as no Default or Event of Default exists
         hereunder, including, without limitation, under Section 10.5, Liens on
         assets securing Indebtedness of the Company or any Subsidiary in
         addition to those described in clauses (a) through (h) above.

         For the purposes of this Section 10.6, any Person becoming a Subsidiary
after the date of this Agreement shall be deemed to have incurred all of its
then outstanding Liens at the time it becomes a Subsidiary, and any Person
extending, renewing or refunding any Indebtedness

                                      -26-
<PAGE>

TALX Corporation                                         Note Purchase Agreement

secured by any Lien shall be deemed to have incurred such Lien at the time of
such extension, renewal or refunding.

      Section 10.7. Merger, Consolidation, Etc. The Company will not, and will
not permit any Subsidiary to, consolidate with or merge with any other Person or
convey, transfer or lease all or substantially all of its assets in a single
transaction or series of transactions to any Person (except that any Subsidiary
may (A) merge with or into, or convey, transfer or lease all or substantially
all of its assets to, the Company or a Wholly-Owned Subsidiary if (1) in any
such merger or consolidation involving the Company, the Company is the survivor
and (2) immediately after giving effect to any such merger, consolidation or
conveyance, transfer or lease, no Default or Event of Default would exist,
including, without limitation, pursuant to Sections 10.3 and 10.4, treating such
transaction, for determining compliance with Sections 10.3 and 10.4, as having
been consummated as of the last day of the immediately preceding fiscal quarter
or (B) convey, transfer or lease all of its assets in compliance with the
provisions of Section 10.8) unless:

               (a) in the case of the Company, the successor formed by such
         consolidation or the survivor of such merger or the Person that
         acquires by conveyance, transfer or lease all or substantially all of
         the assets of the Company as an entirety, as the case may be, shall be
         a solvent corporation or limited liability company organized and
         existing under the laws of the United States or any State thereof
         (including the District of Columbia), and, if the Company is not such
         surviving corporation or limited liability company, (i) such
         corporation or limited liability company shall have executed and
         delivered to each holder of any Notes its assumption of the due and
         punctual performance and observance of each covenant and condition of
         the Financing Agreements to which the Company is a party, (ii) such
         corporation or limited liability company shall have caused to be
         delivered to each holder of any Notes an opinion of nationally
         recognized independent counsel, or other independent counsel reasonably
         satisfactory to the Required Holders, to the effect that all agreements
         or instruments effecting such assumption are enforceable in accordance
         with their terms and comply with the terms hereof, and (iii) each other
         Obligor shall have executed and delivered an acknowledgement that the
         Financing Agreements to which they are a party continue in full force
         and effect; and

               (b) immediately before and immediately after giving effect to
         such transaction, no Default or Event of Default shall have occurred
         and be continuing and the Company would have been in compliance with
         Sections 10.3 and 10.4 as of the end of the most recent fiscal quarter
         treating such transaction as having been consummated as of the last day
         of the immediately preceding fiscal quarter.

No such conveyance, transfer or lease of all or substantially all of the assets
of the Company or such Subsidiary shall have the effect of releasing the Company
or such Subsidiary or any successor limited liability company or corporation
that shall theretofore have become such in the manner prescribed in this Section
10.7 from its liability under the Financing Agreements to which it is a party.

                                      -27-

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TALX Corporation                                         Note Purchase Agreement

      Section 10.8. Sale of Assets. Except as permitted by Section 10.7, the
Company will not, and will not permit any Subsidiary to, sell, lease, transfer
or otherwise dispose of, including by way of merger (collectively, a
"Disposition"), any assets, including capital stock of Subsidiaries, in one or a
series of transactions, to any Person, other than:

               (a) Dispositions in the ordinary course of business;

               (b) Dispositions by a Subsidiary to the Company or a Wholly Owned
         Subsidiary; or

               (c) Dispositions not otherwise permitted by clause (a) or (b) of
         this Section 10.8, provided that (i) the aggregate net book value of
         all assets so disposed of in any twelve-month period pursuant to this
         Section 10.8(c) does not exceed 10% of Consolidated Total Assets as of
         the last day of the most recently ended fiscal quarter, (ii) the
         aggregate net book value of all assets so disposed of on or after the
         date of Closing would not exceed 25% of Consolidated Total Assets as of
         the last day of the most recently ended fiscal quarter and (iii) after
         giving effect to such transaction, no Default or Event of Default shall
         exist.

Notwithstanding the foregoing, the Company may, or may permit a Subsidiary to,
make a Disposition and the assets subject to such Disposition shall not be
subject to or included in the foregoing limitation and computation contained in
clause (c) of the preceding sentence:

               (A) to the extent the net proceeds from such Disposition are
         reinvested in productive assets to be used in the existing business of
         the Company or a Subsidiary within 365 days of such Disposition; or

               (B) if such assets are leased back by the Company or any
         Subsidiary, as lessee, within 365 days of the original acquisition or
         construction thereof by the Company or such Subsidiary; or

               (C) to the extent the net proceeds from such Disposition are
         applied to the payment or prepayment of the Notes or any other
         outstanding Indebtedness of the Company or any Subsidiary ranking pari
         passu with or senior to the Notes (other than Indebtedness in respect
         of any revolving credit or similar credit facility providing the
         Company or any Subsidiary with the right to obtain loans or other
         extensions of credit from time to time, except to the extent that in
         connection with such payment of Indebtedness the available credit under
         such credit facility is permanently reduced by an amount not less than
         the amount of such proceeds applied to the payment of Indebtedness),
         provided that in connection with any such Disposition and payment of
         Indebtedness, the Company shall have offered to prepay at least the
         Ratable Portion in respect of each outstanding Note in accordance with
         Section 8.8 and shall have prepaid each holder of each such Note that
         shall have accepted such offer of prepayment in accordance with said
         Section 8.8 in a principal amount which at least equals the Ratable
         Portion for such Note. The Notes and such other outstanding
         Indebtedness shall be herein referred to as "Senior Disposition
         Indebtedness."

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TALX Corporation                                         Note Purchase Agreement

For purposes of foregoing clause (C), in the event that the Company shall choose
to offer to prepay the Notes, such offer shall be made in accordance with
Section 8.8 hereof.

      Section 10.9. Subsidiary Indebtedness. In addition to and not in
limitation of any other applicable restrictions herein, including Sections 10.3
and 10.5, the Company will not, at any time, permit any Subsidiary to, directly
or indirectly, create, incur, assume, guarantee, have outstanding, or otherwise
become or remain directly or indirectly liable with respect to, any Indebtedness
other than:

               (a) Indebtedness of a Subsidiary outstanding on the date of
         Closing and identified on Schedule 5.15 provided that such Indebtedness
         shall not be extended, renewed, refinanced or refunded except as
         otherwise provided herein;

               (b) Indebtedness of a Subsidiary owed to the Company or a
         Wholly-Owned Subsidiary;

               (c) Indebtedness of a Subsidiary outstanding at the time such
         Subsidiary becomes a Subsidiary, provided that (i) such Indebtedness
         shall not have been incurred in contemplation of such Subsidiary
         becoming a Subsidiary and (ii) immediately after such Subsidiary
         becomes a Subsidiary, no Default or Event of Default shall exist, and
         provided, further, that such Indebtedness shall not be extended,
         renewed, refinanced or refunded except as otherwise provided herein;

               (d) Indebtedness under the Bank Credit Agreement of any
         Subsidiary Guarantor which as of the date of any determination thereof
         is party to a Subsidiary Guarantee Agreement so long as the
         Intercreditor Agreement continues to be in full force and effect and
         such Subsidiary is a party to the Intercreditor Agreement or has
         executed a joinder agreement pursuant to which such Subsidiary agrees
         to be bound by the provisions of such Intercreditor Agreement; and

               (e) Indebtedness of a Subsidiary in addition to that otherwise
         permitted by the foregoing provisions, provided that on the date such
         Subsidiary incurs or otherwise becomes liable with respect to any such
         Indebtedness, and immediately after giving effect to the incurrence
         thereof, no Default or Event of Default exists hereunder including,
         without limitation, under Section 10.5.

For the purpose of this Section 10.9, any Person becoming a Subsidiary after the
date of the Closing shall be deemed, at the time it becomes such a Subsidiary,
to have incurred all of its then outstanding Indebtedness.

      Section 10.10. Nature of Business. Except for acquisitions in the business
services industry, the Company will not and will not permit any Subsidiary to
engage in any business if, as a result, the general nature of the business in
which the Company and its Subsidiaries, taken as a whole, would then be engaged
would be substantially changed from the general nature of the business in which
the Company and its Subsidiaries, taken as a whole, are engaged on the date of
this Agreement as described in the Memorandum.

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<PAGE>

TALX Corporation                                         Note Purchase Agreement

      Section 10.11. Terrorism Sanctions Regulations. The Company will not and
will not permit any Subsidiary to (a) become a Person described or designated in
the Specially Designated Nationals and Blocked Persons List of the Office of
Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (b) engage
in any dealings or transactions with any such Person.

SECTION 11. EVENTS OF DEFAULT.

         An "Event of Default" shall exist if any of the following conditions or
events shall occur and be continuing:

               (a) the Company defaults in the payment of any principal or
         Make-Whole Amount, if any, on any Note when the same becomes due and
         payable, whether at maturity or at a date fixed for prepayment or by
         declaration or otherwise; or

               (b) the Company defaults in the payment of any interest on any
         Note for more than five Business Days after the same becomes due and
         payable; or

               (c) the Company defaults in the performance of or compliance with
         any term contained in Section 7.1(d) or Sections 10.2 through 10.9; or

               (d) (i) the Company defaults in the performance of or compliance
         with any term contained herein (other than those referred to in
         Sections 11(a), (b) and (c)), or (ii) any Obligor defaults in the
         performance of or compliance with any term contained in the Financing
         Agreements (other than this Agreement), and in each case, such default
         is not remedied within 30 days after the earlier of (i) a Responsible
         Officer obtaining actual knowledge of such default and (ii) any Obligor
         receiving written notice of such default from any holder of a Note (any
         such written notice to be identified as a "notice of default" and to
         refer specifically to this Section 11(d)); or

               (e) any representation or warranty made in writing by or on
         behalf of any Obligor or by any officer of any Obligor in any Financing
         Agreement or in any writing furnished in connection with the
         transactions contemplated hereby proves to have been false or incorrect
         in any material respect on the date as of which made; or

               (f) (i) the Company or any Subsidiary is in default (as principal
         or as guarantor or other surety) in the payment of any principal of or
         premium or make-whole amount or interest on any Indebtedness that is
         outstanding in an aggregate principal amount of at least $10,000,000
         beyond any period of grace provided with respect thereto, or (ii) the
         Company or any Subsidiary is in default in the performance of or
         compliance with any term of any evidence of any Indebtedness in an
         aggregate outstanding principal amount of at least $10,000,000 or of
         any mortgage, indenture or other agreement relating thereto or any
         other condition exists, and as a consequence of such default or
         condition such Indebtedness has become, or has been declared (or one or
         more persons are entitled to declare such Indebtedness to be), due and
         payable before its stated maturity or before its regularly scheduled
         dates of payment, or (iii) as a consequence of the occurrence or

                                      -30-

<PAGE>

TALX Corporation                                         Note Purchase Agreement

         continuation of any event or condition (other than the passage of time
         or the right of the holder of Indebtedness to convert such Indebtedness
         into equity interests), (x) the Company or any Subsidiary has become
         obligated to purchase or repay Indebtedness before its regular maturity
         or before its regularly scheduled dates of payment in an aggregate
         outstanding principal amount of at least $10,000,000 or (y) one or more
         Persons have the right to require the Company or any Subsidiary so to
         purchase or repay such Indebtedness; or

               (g) the Company or any Subsidiary (i) is generally not paying, or
         admits in writing its inability to pay, its debts as they become due,
         (ii) files, or consents by answer or otherwise to the filing against it
         of, a petition for relief or reorganization or arrangement or any other
         petition in bankruptcy, for liquidation or to take advantage of any
         bankruptcy, insolvency, reorganization, moratorium or other similar law
         of any jurisdiction, (iii) makes an assignment for the benefit of its
         creditors, (iv) consents to the appointment of a custodian, receiver,
         trustee or other officer with similar powers with respect to it or with
         respect to any substantial part of its property, (v) is adjudicated as
         insolvent or to be liquidated, or (vi) takes limited liability company
         or corporate action for the purpose of any of the foregoing; or

               (h) a court or Governmental Authority of competent jurisdiction
         enters an order appointing, without consent by the Company or any of
         its Subsidiaries, a custodian, receiver, trustee or other officer with
         similar powers with respect to it or with respect to any substantial
         part of its property, or constituting an order for relief or approving
         a petition for relief or reorganization or any other petition in
         bankruptcy or for liquidation or to take advantage of any bankruptcy or
         insolvency law of any jurisdiction, or ordering the dissolution,
         winding-up or liquidation of the Company or any of its Subsidiaries, or
         any such petition shall be filed against the Company or any of its
         Subsidiaries and such petition shall not be dismissed within 60 days;
         or

               (i) a final judgment or judgments for the payment of money
         aggregating in excess of an amount equal to 5% of Consolidated Net
         Worth as of the most recently ended fiscal quarter (to the extent not
         covered by independent third-party insurance as to which the insurer
         does not dispute coverage) are rendered against one or more of the
         Company and its Subsidiaries and which judgments are not, within 60
         days after entry thereof, bonded, discharged or stayed pending appeal,
         or are not discharged within 60 days after the expiration of such stay;
         or

               (j) if (i) any Plan shall fail to satisfy the minimum funding
         standards of ERISA or the Code for any plan year or part thereof or a
         waiver of such standards or extension of any amortization period is
         sought or granted under section 412 of the Code, (ii) a notice of
         intent to terminate any Plan shall have been or is reasonably expected
         to be filed with the PBGC or the PBGC shall have instituted proceedings
         under ERISA section 4042 to terminate or appoint a trustee to
         administer any Plan or the PBGC shall have notified the Company or any
         ERISA Affiliate that a Plan may become a subject of any such
         proceedings, (iii) the aggregate "amount of unfunded benefit
         liabilities" (within the meaning of section 4001(a)(18) of ERISA) under
         all Plans, determined in accordance

                                      -31-

<PAGE>

TALX Corporation                                         Note Purchase Agreement

         with Title IV of ERISA, shall exceed $10,000,000, (iv) the Company or
         any ERISA Affiliate shall have incurred or is reasonably expected to
         incur any liability pursuant to Title I or IV of ERISA or the penalty
         or excise tax provisions of the Code relating to employee benefit
         plans, (v) the Company or any ERISA Affiliate withdraws from any
         Multiemployer Plan, or (vi) the Company or any Subsidiary establishes
         or amends any employee welfare benefit plan that provides
         post-employment welfare benefits in a manner that would increase the
         liability of the Company or any Subsidiary thereunder; and any such
         event or events described in clauses (i) through (vi) above, either
         individually or together with any other such event or events, could
         reasonably be expected to have a Material Adverse Effect; or

               (k) any Subsidiary Guarantee Agreement shall at any time after
         its execution and delivery for any reason cease to be in full force and
         effect (other than in accordance with Section 9.8), or shall be
         declared null and void, or the enforceability thereof shall be
         contested by any Obligor thereunder.

As used in Section 11(j), the terms "employee benefit plan" and "employee
welfare benefit plan" shall have the respective meanings assigned to such terms
in section 3 of ERISA.

SECTION 12. REMEDIES ON DEFAULT, ETC.

      Section 12.1. Acceleration. (a) If an Event of Default with respect to any
Obligor described in Section 11(g) or (h) (other than an Event of Default
described in clause (i) of Section 11(g) or described in clause (vi) of Section
11(g) by virtue of the fact that such clause encompasses clause (i) of Section
11(g)) has occurred, all the Notes then outstanding shall automatically become
immediately due and payable.

         (b) If any other Event of Default has occurred and is continuing, any
holder or holders of more than 50% in principal amount of the Notes at the time
outstanding may at any time at its or their option, by notice or notices to the
Company, declare all the Notes then outstanding to be immediately due and
payable.

         (c) If any Event of Default described in Section 11(a) or (b) has
occurred and is continuing, any holder or holders of Notes at the time
outstanding affected by such Event of Default may at any time, at its or their
option, by notice or notices to the Company, declare all the Notes held by it or
them to be immediately due and payable.

         Upon any Notes becoming due and payable under this Section 12.1,
whether automatically or by declaration, such Notes will forthwith mature and
the entire unpaid principal amount of such Notes, plus (x) all accrued and
unpaid interest thereon (including, but not limited to, interest accrued thereon
at the Default Rate) and (y) the Make-Whole Amount determined in respect of such
principal amount (to the full extent permitted by applicable law), shall all be
immediately due and payable, in each and every case without presentment, demand,
protest or further notice, all of which are hereby waived. The Company
acknowledges, and the parties hereto agree, that each holder of a Note has the
right to maintain its investment in the Notes free from repayment by the Company
(except as herein specifically provided for) and that the

                                      -32-

<PAGE>

TALX Corporation                                         Note Purchase Agreement

provision for payment of a Make-Whole Amount by the Company in the event that
the Notes are prepaid or are accelerated as a result of an Event of Default, is
intended to provide compensation for the deprivation of such right under such
circumstances.

      Section 12.2. Other Remedies. If any Default or Event of Default has
occurred and is continuing, and irrespective of whether any Notes have become or
have been declared immediately due and payable under Section 12.1, the holder of
any Note at the time outstanding may proceed to protect and enforce the rights
of such holder by an action at law, suit in equity or other appropriate
proceeding, whether for the specific performance of any agreement contained
herein, in any Note or in any other Financing Agreement, or for an injunction
against a violation of any of the terms hereof or thereof, or in aid of the
exercise of any power granted hereby or thereby or by law or otherwise.

      Section 12.3. Rescission. At any time after any Notes have been declared
due and payable pursuant to Section 12.1(b) or (c), the holders of more than 50%
in principal amount of the Notes then outstanding, by written notice to the
Company, may rescind and annul any such declaration and its consequences if (a)
the Company has paid all overdue interest on the Notes, all principal of and
Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid
other than by reason of such declaration, and all interest on such overdue
principal and Make-Whole Amount, if any, and (to the extent permitted by
applicable law) any overdue interest in respect of the Notes, at the Default
Rate, (b) neither the Company nor any other Person shall have paid any amounts
which have become due solely by reason of such declaration, (c) all Events of
Default and Defaults, other than non-payment of amounts that have become due
solely by reason of such declaration, have been cured or have been waived
pursuant to Section 17, and (d) no judgment or decree has been entered for the
payment of any monies due pursuant hereto or to the Notes. No rescission and
annulment under this Section 12.3 will extend to or affect any subsequent Event
of Default or Default or impair any right consequent thereon.

      Section 12.4. No Waivers or Election of Remedies, Expenses, Etc. No course
of dealing and no delay on the part of any holder of any Note in exercising any
right, power or remedy shall operate as a waiver thereof or otherwise prejudice
such holder's rights, powers or remedies. No right, power or remedy conferred by
this Agreement, any Note or any other Financing Agreement upon any holder
thereof shall be exclusive of any other right, power or remedy referred to
herein or therein or now or hereafter available at law, in equity, by statute or
otherwise. Without limiting the obligations of the Company under Section 15, the
Company will pay to the holder of each Note on demand such further amount as
shall be sufficient to cover all costs and expenses of such holder incurred in
any enforcement or collection under this Section 12, including, without
limitation, reasonable attorneys' fees, expenses and disbursements.

SECTION 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

      Section 13.1. Registration of Notes. The Company shall keep at its
principal executive office a register for the registration and registration of
transfers of Notes. The name and address of each holder of one or more Notes,
each transfer thereof and the name and address of each transferee of one or more
Notes shall be registered in such register. Prior to due presentment for

                                      -33-

<PAGE>

TALX Corporation                                         Note Purchase Agreement

registration of transfer, the Person in whose name any Note shall be registered
shall be deemed and treated as the owner and holder thereof for all purposes
hereof, and the Company shall not be affected by any notice or knowledge to the
contrary. The Company shall give to any holder of a Note that is an
Institutional Investor promptly upon request therefor, a complete and correct
copy of the names and addresses of all registered holders of Notes.

      Section 13.2. Transfer and Exchange of Notes. Upon surrender of any Note
to the Company at the address and to the attention of the designated officer
(all as specified in Section 18(iii)), for registration of transfer or exchange
(and in the case of a surrender for registration of transfer accompanied by a
written instrument of transfer duly executed by the registered holder of such
Note or such holder's attorney duly authorized in writing and accompanied by the
relevant name, address and other information for notices of each transferee of
such Note or part thereof), within ten Business Days thereafter, the Company
shall execute and deliver, at the Company's expense (except as provided below),
one or more new Notes (as requested by the holder thereof) in exchange therefor,
in an aggregate principal amount equal to the unpaid principal amount of the
surrendered Note. Each such new Note shall be payable to such Person as such
holder may request and shall be substantially in the form of Exhibit 1. Each
such new Note shall be dated and bear interest from the date to which interest
shall have been paid on the surrendered Note or dated the date of the
surrendered Note if no interest shall have been paid thereon. The Company may
require payment of a sum sufficient to cover any stamp tax or governmental
charge imposed in respect of any such transfer of Notes. Notes shall not be
transferred in denominations of less than $100,000, provided that if necessary
to enable the registration of transfer by a holder of its entire holding of
Notes, one Note may be in a denomination of less than $100,000. Any transferee,
by its acceptance of a Note registered in its name (or the name of its nominee),
shall be deemed to have made the representation set forth in Section 6.2.

      Section 13.3. Replacement of Notes. Upon receipt by the Company at the
address and to the attention of the designated officer (all as specified in
Section 18(iii)) of evidence reasonably satisfactory to it of the ownership of
and the loss, theft, destruction or mutilation of any Note (which evidence shall
be, in the case of an Institutional Investor, a certificate from such
Institutional Investor of such ownership and such loss, theft, destruction or
mutilation), and

               (a) in the case of loss, theft or destruction, of indemnity
         reasonably satisfactory to it (provided that if the holder of such Note
         is, or is a nominee for, an original Purchaser or another holder of a
         Note with a minimum net worth of at least $100,000,000 or a Qualified
         Institutional Buyer, such Person's own unsecured agreement of indemnity
         shall be deemed to be satisfactory), or

               (b) in the case of mutilation, upon surrender and cancellation
         thereof,

within ten Business Days thereafter, the Company at its own expense shall
execute and deliver, in lieu thereof, a new Note dated and bearing interest from
the date to which interest shall have been paid on such lost, stolen, destroyed
or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated
Note if no interest shall have been paid thereon.

                                      -34-

<PAGE>

TALX Corporation                                         Note Purchase Agreement

      Section 13.4. Legend. Each Note issued on the date of the Closing and each
Note issued pursuant to this Section 13 shall bear a legend substantially as
follows (until such time as the Obligors shall reasonably agree that such legend
is no longer necessary or advisable):

         "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS AND,
ACCORDINGLY, MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR
EXEMPT FROM REGISTRATION UNDER SAID ACT OR SUCH OTHER LAWS."

SECTION 14. PAYMENTS ON NOTES.

      Section 14.1. Place of Payment. Subject to Section 14.2, payments of
principal, Make-Whole Amount, if any, and interest becoming due and payable on
the Notes shall be made in Chicago, Illinois at the principal office of LaSalle
Bank National Association, in such jurisdiction. The Company may at any time, by
notice to each holder of a Note, change the place of payment of the Notes so
long as such place of payment shall be either the principal office of the
Company in such jurisdiction or the principal office of a bank or trust company
in such jurisdiction.

      Section 14.2. Home Office Payment. So long as any Purchaser or its nominee
shall be the holder of any Note, and notwithstanding anything contained in
Section 14.1 or in such Note to the contrary, the Company will pay all sums
becoming due on such Note for principal, Make-Whole Amount, if any, and interest
by the method and at the address specified for such purpose below such
Purchaser's name in Schedule A, or by such other method or at such other address
as such Purchaser shall have from time to time specified to the Company in
writing for such purpose, without the presentation or surrender of such Note or
the making of any notation thereon, except that upon written request of the
Company made concurrently with or reasonably promptly after payment or
prepayment in full of any Note, such Purchaser shall surrender such Note for
cancellation, reasonably promptly after any such request, to the Company at its
principal executive office or at the place of payment most recently designated
by the Company pursuant to Section 14.1. Prior to any sale or other disposition
of any Note held by a Purchaser or its nominee, such Purchaser will, at its
election, either endorse thereon the amount of principal paid thereon and the
last date to which interest has been paid thereon or surrender such Note to the
Company in exchange for a new Note or Notes pursuant to Section 13.2. The
Company will afford the benefits of this Section 14.2 to any Institutional
Investor that is the direct or indirect transferee of any Note purchased by a
Purchaser under this Agreement and that has made the same agreement relating to
such Note as the Purchasers have made in this Section 14.2.

SECTION 15. EXPENSES, ETC.

      Section 15.1. Transaction Expenses. Whether or not the transactions
contemplated hereby are consummated, the Company will pay all costs and expenses
(including reasonable attorneys' fees of a special counsel and, if reasonably
required by the Required Holders, local or other counsel) incurred by the
Purchasers and each other holder of a Note in connection with such transactions
and in connection with any amendments, waivers or consents under or in respect
of any Financing Agreement (whether or not such amendment, waiver or consent

                                      -35-

<PAGE>

TALX Corporation                                         Note Purchase Agreement

becomes effective), including, without limitation: (a) the costs and expenses
incurred in enforcing or defending (or determining whether or how to enforce or
defend) any rights under any Financing Agreement or in responding to any
subpoena or other legal process or informal investigative demand issued in
connection with any Financing Agreements, or by reason of being a holder of any
Note, (b) the costs and expenses, including financial advisors' fees, incurred
in connection with the insolvency or bankruptcy of any Obligor or any Subsidiary
or in connection with any work-out or restructuring of the transactions
contemplated by the Financing Agreements and (c) the costs and expenses incurred
in connection with the initial filing of this Agreement and all related
documents and financial information with the SVO provided, that such costs and
expenses shall not exceed $3,000. The Obligors shall only be liable under this
Section 15.1 for the reasonable attorneys' fees of a single special counsel and,
if reasonably required, a single local counsel in each jurisdiction where any
Obligor or other Subsidiary conducts business, in each case acting on behalf of
the holders of the Notes as a group, unless, in the reasonable judgment of any
holder of Notes a conflict exists between such holder of Notes and any other
holder of Notes, in which event the Obligors shall be obligated to pay the
reasonable fees and expenses of such additional counsel or counsels as shall be
necessary to eliminate such conflict. The Company will pay, and will save each
Purchaser and each other holder of a Note harmless from, all claims in respect
of any fees, costs or expenses, if any, of brokers and finders (other than
those, if any, retained by a Purchaser or other holder in connection with its
purchase of the Notes).

      Section 15.2. Survival. The obligations of the Company under this Section
15 will survive the payment or transfer of any Note, the enforcement, amendment
or waiver of any provision of any Financing Agreement, and the termination of
any Financing Agreement.

SECTION 16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

         All representations and warranties contained herein shall survive the
execution and delivery of this Agreement, the Notes and the other Financing
Agreements, the purchase or transfer by any Purchaser of any Note or portion
thereof or interest therein and the payment of any Note, and may be relied upon
by any subsequent holder of a Note, regardless of any investigation made at any
time by or on behalf of such Purchaser or any other holder of a Note. All
statements contained in any certificate or other instrument delivered by or on
behalf of any Obligor pursuant to any Financing Agreement shall be deemed
representations and warranties of such Obligor under such Financing Agreement.
Subject to the preceding sentence, this Agreement, the Notes and the other
Financing Agreements embody the entire agreement and understanding between each
Purchaser and the Obligors and supersede all prior agreements and understandings
relating to the subject matter hereof.

SECTION 17. AMENDMENT AND WAIVER.

      Section 17.1. Requirements. This Agreement and the Notes may be amended,
and the observance of any term hereof or of the Notes may be waived (either
retroactively or prospectively), with (and only with) the written consent of the
Company and the Required Holders, except that (a) no amendment or waiver of any
of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term
(as it is used therein), will be effective as to any Purchaser

                                      -36-

<PAGE>

TALX Corporation                                         Note Purchase Agreement

unless consented to by such Purchaser in writing, and (b) no such amendment or
waiver may, without the written consent of the holder of each Note at the time
outstanding affected thereby, (i) subject to the provisions of Section 12
relating to acceleration or rescission, change the amount or time of any
prepayment or payment of principal of, or reduce the rate or change the time of
payment or method of computation of interest or of the Make-Whole Amount on, the
Notes, (ii) change the percentage of the principal amount of the Notes the
holders of which are required to consent to any such amendment or waiver, or
(iii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

      Section 17.2. Solicitation of Holders of Notes.

         (a) Solicitation. The Company will provide each holder of the Notes
(irrespective of the amount of Notes then owned by it) with sufficient
information, sufficiently far in advance of the date a decision is required, to
enable such holder to make an informed and considered decision with respect to
any proposed amendment, waiver or consent in respect of any of the provisions
hereof or of the Notes. The Company will deliver executed or true and correct
copies of each amendment, waiver or consent effected pursuant to the provisions
of this Section 17 to each holder of outstanding Notes promptly following the
date on which it is executed and delivered by, or receives the consent or
approval of, the requisite holders of Notes.

         (b) Payment. The Company will not directly or indirectly pay or cause
to be paid any remuneration, whether by way of supplemental or additional
interest, fee or otherwise, or grant any security or provide other credit
support, to any holder of Notes as consideration for or as an inducement to the
entering into by any holder of Notes of any waiver or amendment of any of the
terms and provisions hereof unless such remuneration is concurrently paid, or
security is concurrently granted or other credit support concurrently provided,
on the same terms, ratably to each holder of Notes then outstanding even if such
holder did not consent to such waiver or amendment.

      Section 17.3. Binding Effect, etc. Any amendment or waiver consented to as
provided in this Section 17 applies equally to all holders of Notes and is
binding upon them and upon each future holder of any Note and upon the Obligors
without regard to whether such Note has been marked to indicate such amendment
or waiver. No such amendment or waiver will extend to or affect any obligation,
covenant, agreement, Default or Event of Default not expressly amended or waived
or impair any right consequent thereon. No course of dealing between the
Obligors and the holder of any Note nor any delay in exercising any rights
hereunder or under any Note shall operate as a waiver of any rights of any
holder of such Note. As used herein, the term "this Agreement" and references
thereto shall mean this Agreement as it may from time to time be amended or
supplemented.

      Section 17.4. Notes Held by Company, Etc. Solely for the purpose of
determining whether the holders of the requisite percentage of the aggregate
principal amount of Notes then outstanding approved or consented to any
amendment, waiver or consent to be given under this Agreement, the Notes or any
other Financing Agreement, or have directed the taking of any action provided
herein, in the Notes or any other Financing Agreement to be taken upon the
direction of the holders of a specified percentage of the aggregate principal
amount of Notes then

                                      -37-

<PAGE>

TALX Corporation                                         Note Purchase Agreement

outstanding, Notes directly or indirectly owned by the Company or any of its
Affiliates shall be deemed not to be outstanding.

SECTION 18. NOTICES.

         All notices and communications provided for hereunder shall be in
writing and sent (a) by telecopy if the sender on the same day sends a
confirming copy of such notice by a recognized overnight delivery service
(charges prepaid), or (b) by registered or certified mail with return receipt
requested (postage prepaid), or (c) by a recognized overnight delivery service
(with charges prepaid). Any such notice must be sent:

                  (i) if to any Purchaser or its nominee, to such Purchaser or
         nominee at the address specified for such communications in Schedule A,
         or at such other address as such Purchaser or nominee shall have
         specified to the Company in writing,

                  (ii) if to any other holder of any Note, to such holder at
         such address as such other holder shall have specified to the Company
         in writing, or

                  (iii) if to the Company, to the Company at its address set
         forth at the beginning hereof to the attention of the Chief Executive
         Officer, or at such other address as the Company shall have specified
         to the holder of each Note in writing.

Notices under this Section 18 will be deemed given only when actually received.

SECTION 19. REPRODUCTION OF DOCUMENTS.

         This Agreement and all documents relating thereto, including, without
limitation, (a) consents, waivers and modifications that may hereafter be
executed, (b) documents received by any Purchaser at the Closing (except the
Notes themselves), and (c) financial statements, certificates and other
information previously or hereafter furnished to any Purchaser, may be
reproduced by such Purchaser by any photographic, photostatic, electronic,
digital, or other similar process and such Purchaser may destroy any original
document so reproduced. The Company agrees and stipulates that, to the extent
permitted by applicable law, any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative proceeding
(whether or not the original is in existence and whether or not such
reproduction was made by such Purchaser in the regular course of business) and
any enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence. This Section 19 shall not prohibit the
Company or any other holder of Notes from contesting any such reproduction to
the same extent that it could contest the original, or from introducing evidence
to demonstrate the inaccuracy of any such reproduction.

SECTION 20. CONFIDENTIAL INFORMATION.

         For the purposes of this Section 20, "Confidential Information" means
information delivered to any Purchaser by or on behalf of the Company or any
Subsidiary in connection with

                                      -38-

<PAGE>

TALX Corporation                                         Note Purchase Agreement

the transactions contemplated by or otherwise pursuant to this Agreement that is
proprietary in nature and that was clearly marked or labeled or otherwise
adequately identified when received by such Purchaser as being confidential
information of the Company or such Subsidiary, provided that such term does not
include information that (a) was publicly known or otherwise known to such
Purchaser prior to the time of such disclosure, (b) subsequently becomes
publicly known through no act or omission by such Purchaser or any person acting
on such Purchaser's behalf, (c) otherwise becomes known to such Purchaser other
than through disclosure by the Company or such Subsidiary or by any Person known
by you to be acting in breach of any duty of confidentiality owed to the Company
or such Subsidiary or (d) constitutes financial statements delivered to such
Purchaser under Section 7.1 that are otherwise publicly available. Each
Purchaser will maintain the confidentiality of such Confidential Information in
accordance with procedures adopted by such Purchaser in good faith to protect
confidential information of third parties delivered to such Purchaser, provided
that such Purchaser may deliver or disclose Confidential Information to (i) its
directors, trustees, officers, employees, agents, attorneys and affiliates (to
the extent such disclosure reasonably relates to the administration of the
investment represented by its Notes), (ii) its financial advisors and other
professional advisors who agree to hold confidential the Confidential
Information substantially in accordance with the terms of this Section 20, (iii)
any other holder of any Note, (iv) any Institutional Investor to which it sells
or offers to sell such Note or any part thereof or any participation therein (if
such Person has agreed in writing prior to its receipt of such Confidential
Information to be bound by the provisions of this Section 20), (v) any Person
from which it offers to purchase any security of the Company (if such Person has
agreed in writing prior to its receipt of such Confidential Information to be
bound by the provisions of this Section 20), (vi) any federal or state
regulatory authority having jurisdiction over such Purchaser provided you advise
such authority of the confidential nature of such information, (vii) the NAIC or
the SVO or, in each case, any similar organization, or any nationally recognized
rating agency that requires access to information about such Purchaser's
investment portfolio provided you advise such authority of the confidential
nature of such information, or (viii) any other Person to which such delivery or
disclosure may be necessary or appropriate provided you advise such Person of
the confidential nature of such information, (w) to effect compliance with any
law, rule, regulation or order applicable to such Purchaser, (x) in response to
any subpoena or other legal process, (y) in connection with any litigation to
which such Purchaser is a party or (z) if an Event of Default has occurred and
is continuing, to the extent such Purchaser may reasonably determine such
delivery and disclosure to be necessary or appropriate in the enforcement or for
the protection of the rights and remedies under such Purchaser's Notes, this
Agreement and the other Financing Agreements. If you or any other receiving
party becomes legally required to disclose any confidential information by
order, request or demand as provided in this paragraph or otherwise, you or the
other receiving party shall provide the Company with prior prompt written notice
of such disclosure requirement, to the extent permitted by applicable law, so
that the Company may seek a protective order or other appropriate remedy and/or
waive compliance with respect to that disclosure and shall cooperate in
connection with such effort. Each holder of a Note, by its acceptance of a Note,
will be deemed to have agreed to be bound by and to be entitled to the benefits
of this Section 20 as though it were a party to this Agreement. On reasonable
request by the Company in connection with the delivery to any holder of a Note
of information required to be delivered to such holder under this Agreement or
requested by such holder (other than a holder that is a party to this Agreement
or its nominee), such holder will enter into an agreement with the Company

                                      -39-

<PAGE>

TALX Corporation                                         Note Purchase Agreement

embodying the provisions of this Section 20. You agree that for purposes of
Regulation FD of the SEC, the provisions of Section 20 shall constitute a
confidentiality agreement within the meaning of Rule 100(b)(2) of Regulation FD.

SECTION 21. SUBSTITUTION OF PURCHASER.

         Each Purchaser shall have the right to substitute any one of its
Affiliates as the purchaser of the Notes that it has agreed to purchase
hereunder, by written notice to the Company, which notice shall be signed by
both such Purchaser and such Affiliate, shall contain such Affiliate's agreement
to be bound by this Agreement and shall contain a confirmation by such Affiliate
of the accuracy with respect to it of the representations set forth in Section
6. Such substituted purchaser shall provide to the Company in such notice of
transfer information reasonably requested by the Company in order to facilitate
delivery of notices to such substituted purchaser, including wire transfer
information similar to the information provided by you in Schedule A. Upon
receipt of such notice, any reference to such Purchaser in this Agreement (other
than in this Section 21), shall be deemed to refer to such Affiliate in lieu of
such original Purchaser. In the event that such Affiliate is so substituted as a
Purchaser hereunder and such Affiliate thereafter transfers to such original
Purchaser all of the Notes then held by such Affiliate, upon receipt by the
Company of notice of such transfer, any reference to such Affiliate as a
"Purchaser" in this Agreement (other than in this Section 21), shall no longer
be deemed to refer to such Affiliate, but shall refer to such original
Purchaser, and such original Purchaser shall again have all the rights of an
original holder of the Notes under this Agreement.

SECTION 22. MISCELLANEOUS.

      Section 22.1. Successors and Assigns. All covenants and other agreements
contained in this Agreement and in the other Financing Agreements by or on
behalf of any of the parties hereto or thereto bind and inure to the benefit of
their respective successors and assigns (including, without limitation, any
subsequent holder of a Note) whether so expressed or not.

      Section 22.2. Payments Due on Non-Business Days. Anything in this
Agreement, the Notes or in any other Financing Agreement to the contrary
notwithstanding (but without limiting the requirement in Section 8.5 that the
notice of any optional prepayment specify a Business Day as the date fixed for
such prepayment), any payment of principal of or Make-Whole Amount or interest
on any Note that is due on a date other than a Business Day shall be made on the
next succeeding Business Day without including the additional days elapsed in
the computation of the interest payable on such next succeeding Business Day;
provided that if the maturity date of any Note is a date other than a Business
Day, the payment otherwise due on such maturity date shall be made on the next
succeeding Business Day and shall include the additional days elapsed in the
computation of interest payable on such next succeeding Business Day.

      Section 22.3. Accounting Terms. All accounting terms used herein or in any
other Financing Agreement which are not expressly defined in this Agreement or
such other Financing Agreement have the meanings respectively given to them in
accordance with GAAP. Except as otherwise specifically provided herein, (i) all
computations made pursuant to this Agreement or

                                      -40-
<PAGE>

TALX Corporation                                         Note Purchase Agreement

in any other Financing Agreement shall be made in accordance with GAAP, and (ii)
all financial statements shall be prepared in accordance with GAAP.

      Section 22.4. Severability. Any provision of this Agreement or any other
Financing Agreement that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall (to the full
extent permitted by law) not invalidate or render unenforceable such provision
in any other jurisdiction.

      Section 22.5. Construction, Etc. Each covenant contained herein and in any
other Financing Agreement shall be construed (absent express provision to the
contrary) as being independent of each other covenant contained herein and in
such other Financing Agreement, so that compliance with any one covenant shall
not (absent such an express contrary provision) be deemed to excuse compliance
with any other covenant. Where any provision herein refers to action to be taken
by any Person, or which such Person is prohibited from taking, such provision
shall be applicable whether such action is taken directly or indirectly by such
Person.

         For the avoidance of doubt, all Schedules and Exhibits attached to this
Agreement and the other Financing Agreements shall be deemed to be a part hereof
and thereof, as the case may be.

      Section 22.6. Counterparts. This Agreement and the other Financing
Agreements may be executed in any number of counterparts, each of which shall be
an original but all of which together shall constitute one instrument. Each
counterpart may consist of a number of copies hereof, each signed by less than
all, but together signed by all, of the parties hereto.

      Section 22.7. Governing Law. This Agreement and (except as otherwise
expressly stated therein) the other Financing Agreements shall be construed and
enforced in accordance with, and the rights of the parties shall be governed by,
the law of the State of Illinois excluding choice-of-law principles of the law
of such State that would permit the application of the laws of a jurisdiction
other than such State.

      Section 22.8. Jurisdiction and Process; Waiver of Jury Trial. (a) The
Company irrevocably submits to the non-exclusive jurisdiction of any Illinois
State or federal court sitting in the City of Chicago, over any suit, action or
proceeding arising out of or relating to this Agreement, the Notes or any other
Financing Agreement. To the fullest extent permitted by applicable law, the
Company irrevocably waives and agrees not to assert, by way of motion, as a
defense or otherwise, any claim that it is not subject to the jurisdiction of
any such court, any objection that it may now or hereafter have to the laying of
the venue of any such suit, action or proceeding brought in any such court and
any claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.

         (b) The Company consents to process being served by or on behalf of any
holder of Notes in any suit, action or proceeding of the nature referred to in
Section 22.8(a) by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage

                                      -41-

<PAGE>

TALX Corporation                                         Note Purchase Agreement

prepaid, return receipt requested, to it at its address specified in Section 18
or at such other address of which such holder shall then have been notified
pursuant to said Section. The Company agrees that such service upon receipt (i)
shall be deemed in every respect effective service of process upon it in any
such suit, action or proceeding and (ii) shall, to the fullest extent permitted
by applicable law, be taken and held to be valid personal service upon and
personal delivery to it. Notices hereunder shall be conclusively presumed
received as evidenced by a delivery receipt furnished by the United States
Postal Service or any reputable commercial delivery service.

         (c) Nothing in this Section 22.8 shall affect the right of any holder
of a Note to serve process in any manner permitted by law, or limit any right
that the holders of any of the Notes may have to bring proceedings against the
Company in the courts of any appropriate jurisdiction or to enforce in any
lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

         (d) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT
ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED
IN CONNECTION HEREWITH OR THEREWITH.

                                    * * * * *

                                      -42-
<PAGE>
TALX Corporation                                         Note Purchase Agreement

      If you are in agreement with the foregoing, please sign the form of
agreement on a counterpart of this Agreement and return it to the Company,
whereupon this Agreement shall become a binding agreement between you and the
Company.

                                         Very truly yours,

                                         TALX CORPORATION

                                         By /s/ L. Keith Graves
                                            ------------------------------------
                                            Name:  L. Keith Graves
                                            Title: Chief Financial Officer

                                      -43-
<PAGE>

TALX Corporation                                         Note Purchase Agreement

This Agreement is hereby
accepted and agreed to as
of the date thereof.

                           PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY

                                By:   Prudential Investment Management, Inc.,
                                      as investment manager

                                      By /s/  BL
                                         ------------------------------
                                         Name:  Brian E. Lemons
                                         Title:   Vice President

                           THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

                           By   /s/  BL
                           --------------------------------------------
                                Name:  Brian E. Lemons
                                Title: Vice President

                           MTL INSURANCE COMPANY

                                By:   Prudential Private Placement Investors,
                                      L.P. (as Investment Advisor)

                                By:   Prudential Private Placement Investors,
                                      Inc. (as its General Partner)

                                      By /s/  BL
                                         ------------------------------
                                         Name:  Brian E. Lemons
                                         Title: Vice President

                                      -44-

<PAGE>

TALX Corporation                                         Note Purchase Agreement

This Agreement is hereby
accepted and agreed to as
of the date thereof.

                                      THE GUARDIAN LIFE INSURANCE COMPANY OF
                                      AMERICA

                                      By  /s/  Barry Scheinholtz
                                         ---------------------------------------
                                         Name:  Barry Scheinholtz
                                         Title: Private Placements Manager

                                      -45-

<PAGE>

TALX Corporation                                         Note Purchase Agreement

This Agreement is hereby
accepted and agreed to as
of the date thereof.

                               AMERICAN INVESTORS LIFE INSURANCE COMPANY

                                    By:   AmerUs Capital Management Group, Inc.,
                                          its authorized attorney-in-fact

                                       By  /s/  Roger D. Fors
                                           -------------------------------------
                                           Name:  Roger D. Fors
                                           Title: Vice President - Private
                                           Placements

                               AMERUS LIFE INSURANCE COMPANY

                                    By:  AmerUs Capital Management Group, Inc.,
                                         its authorized attorney-in-fact

                                       By  /s/  Roger D. Fors
                                           -------------------------------------
                                           Name:  Roger D. Fors
                                           Title: Vice President - Private
                                           Placements

                                      -46-

<PAGE>

                       INFORMATION RELATING TO PURCHASERS

                                   SCHEDULE A
                          (to Note Purchase Agreement)

<PAGE>

                                  DEFINED TERMS

      As used herein, the following terms have the respective meanings set forth
below or set forth in the Section hereof following such term:

      "Affiliate" means, at any time, and with respect to any Person, any other
Person that at such time directly or indirectly through one or more
intermediaries Controls, or is Controlled by, or is under common Control with,
such first Person, and, with respect to the Company, shall include any Person
beneficially owning or holding, directly or indirectly, 20% or more of any class
of voting or equity interests of the Company or any Subsidiary or any Person of
which the Company and its Subsidiaries beneficially own or hold, in the
aggregate, directly or indirectly, 20% or more of any class of voting or equity
interests. As used in this definition, "Control" means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities, by
contract or otherwise. Unless the context otherwise clearly requires, any
reference to an "Affiliate" is a reference to an Affiliate of the Company.

      "Anti-Terrorism Order" means Executive Order No. 13,224 of September 24,
2001, Blocking Property and Prohibiting Transactions with Persons Who Commit,
Threaten to Commit or Support Terrorism, 66 U.S. Fed. Reg. 49, 079 (2001), as
amended.

      "Bank Credit Agreement" means that certain Third Amended and Restated Loan
Agreement dated as of May 25, 2006 among the Company, certain banks and other
financial institutions party thereto, and LaSalle Bank National Association, as
Administrative Agent, as amended, restated, supplemented, modified, refinanced
or replaced from time to time.

      "Business Day" means (a) for the purposes of Section 8.7 only, any day
other than a Saturday, a Sunday or a day on which commercial banks in Chicago,
Illinois are required or authorized to be closed and (b) for the purposes of any
other provision of this Agreement, any day other than a Saturday, a Sunday or a
day on which commercial banks in St. Louis, Missouri or Chicago, Illinois are
required or authorized to be closed.

      "Capital Lease" means, at any time, a lease with respect to which the
lessee is required concurrently to recognize the acquisition of an asset and the
incurrence of a liability in accordance with GAAP.

      "Capital Lease Obligations" of any Person means the obligations of such
Person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof,
which obligations are required to be classified and accounted for as Capital
Leases on a balance sheet of such Person under GAAP, and the amount of such
obligations shall be the amount thereof that would appear as a liability on a
balance sheet of such Person determined in accordance with GAAP.

      "Change of Control" means any of the following events or circumstances:

                                   SCHEDULE B
                          (to Note Purchase Agreement)

<PAGE>

            (i) if any person (as such term is used in section 13(d) and section
      14(d)(2) of the Exchange Act as in effect on the date of the Closing) or
      related persons constituting a group (as such term is used in Rule 13d-5
      under the Exchange Act), become the "beneficial owners" (as such term is
      used in Rule 13d-3 under the Exchange Act as in effect on the date of the
      Closing), directly or indirectly, of more than 50% of the total voting
      power of all classes then outstanding of the Company's voting stock, or

            (ii) the acquisition after the date of the Closing by any person (as
      such term is used in section 13(d) and section 14(d)(2) of the Exchange
      Act as in effect on the date of the Closing) or related persons
      constituting a group (as such term is used in Rule 13d-5 under the
      Exchange Act as in effect on the date of the Closing) of (i) the power to
      elect, appoint or cause the election or appointment of at least a majority
      of the members of the board of directors of the Company, through
      beneficial ownership of the capital stock of the Company or otherwise, or
      (ii) all or substantially all of the properties and assets of the Company.

      "Closing" is defined in Section 3.

      "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and the rules and regulations promulgated thereunder from time to time.

      "Company" means TALX Corporation, a Missouri corporation, or any successor
that becomes such in the manner prescribed in Section 10.7.

      "Confidential Information" is defined in Section 20.

      "Consolidated Debt" means at any time the aggregate Indebtedness of the
Company and its Subsidiaries in each case determined on a consolidated basis in
accordance with GAAP as of such time.

      "Consolidated Fixed Charges" means, with respect to any period, the sum of
(a) Consolidated Interest Expense, (b) Lease Rentals and (c) all mandatory or
scheduled payments or prepayments of principal on any Indebtedness of the
Company or any Subsidiary other than payments of principal with respect to
revolving or swingline loans under the Bank Credit Agreement.

      "Consolidated Income Available for Fixed Charges" means, with respect to
any period, Consolidated Net Income for such period plus (to the extent deducted
to calculate Consolidated Net Income): (i) expense for taxes paid or accrued
calculated on a consolidated basis; (ii) Consolidated Fixed Charges for such
period; and (iii) the non-cash charges of any share-based compensation awards,
to the extent such non-cash charges were expensed during such period in
accordance with SFAS 123 or are required to be shown as an expense in any
comparative financial statements for periods prior to the effective date of SFAS
123.

      "Consolidated Interest Expense" means, with reference to any period, the
interest expense (including without limitation interest expense under Capital
Lease Obligations that is

                                       B-2

<PAGE>

treated as interest in accordance with GAAP) of the Company and its Subsidiaries
calculated on a consolidated basis for such period.

      "Consolidated Net Income" means, with reference to any period, the net
earnings (or loss) of the Company and its Subsidiaries for such period (taken as
a cumulative whole), as determined in accordance with GAAP, excluding, to the
extent deducted to calculate Consolidated Net Income: (i) extraordinary gain and
losses; and (ii) any equity interest of the Company on the unremitted earnings
of any Person that is not a Subsidiary.

      "Consolidated Net Worth" means, at any time, the value of stockholders'
equity of the Company and its Subsidiaries as of such time determined on a
consolidated basis in accordance with GAAP, less Restricted Investments in
excess of 20% of such stockholders' equity.

      "Consolidated Operating Cash Flow" means, with reference to any period,
Consolidated Net Income for such period plus, to the extent deducted from
revenues in determining Consolidated Net Income, (i) Consolidated Interest
Expense, (ii) expense for taxes paid or accrued, (iii) depreciation, (iv)
amortization, and (v) the non-cash charges of any share-based compensation
awards, to the extent such non-cash charges were expensed during such period in
accordance with SFAS 123 or are required to be shown as an expense in any
comparative financial statements for periods prior to the effective date of SFAS
123, in each case determined on a consolidated basis.

      "Consolidated Total Assets" means the total assets of the Company and its
Subsidiaries, determined on a consolidated basis in accordance with GAAP.

      "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.

      "Default" means an event or condition the occurrence or existence of which
would, with the lapse of time or the giving of notice or both, become an Event
of Default.

      "Default Rate" means that rate of interest per annum that is the greater
of (i) 2.0% per annum above the rate of interest stated in clause (a) of the
first paragraph of the Notes or (ii) 2.0% per annum over the rate of interest
publicly announced by LaSalle Bank, National Association in Chicago, Illinois as
its "base" or "prime" rate.

      "Disposition" is defined in Section 10.8.

      "Environmental Laws" means any and all Federal, state, local, and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including but not limited to
those related to Hazardous Materials.

                                       B-3

<PAGE>

      "Equity Interests" means shares of capital stock, partnership interests,
membership interests in a limited liability company, beneficial interests in a
trust or other equity ownership interests in a Person, and any warrants, options
or other rights entitling the holder thereof to purchase or acquire any such
equity interest.

      "Equity Issuance" shall mean any issuance of Equity Interests of the
Company or any of its Subsidiaries, other than (i) any issuance of Equity
Interests by a Subsidiary to the Company or another Subsidiary or (ii) any
issuance of Equity Interests pursuant to any employee or director option
program, benefit plan or compensation program.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the rules and regulations promulgated thereunder
from time to time in effect.

      "ERISA Affiliate" means any trade or business (whether or not
incorporated) that is treated as a single employer together with any Obligor
under section 414 of the Code.

      "Event of Default" is defined in Section 11.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, and the rules and regulations promulgated thereunder from time to
time in effect.

      "Financing Agreements" means the Notes, this Agreement and any Subsidiary
Guarantee Agreement.

      "Form 10-K" is defined in Section 7.1(b).

      "Form 10-Q" is defined in Section 7.1(a).

      "GAAP" means generally accepted accounting principles as in effect from
time to time in the United States of America.

      "Governmental Authority" means

         (a) the government of

            (i) the United States of America or any State or other political
      subdivision thereof, or

            (ii) any other jurisdiction in which the Company or any Subsidiary
      conducts all or any part of its business, or which asserts jurisdiction
      over any properties of the Company or any Subsidiary, or

         (b) any entity exercising executive, legislative, judicial, regulatory
or administrative functions of, or pertaining to, any such government.

                                       B-4

<PAGE>

      "Guaranty" means, with respect to any Person, any obligation (except the
endorsement in the ordinary course of business of negotiable instruments for
deposit or collection) of such Person guaranteeing or in effect guaranteeing any
Indebtedness, dividend or other obligation of any other Person in any manner,
whether directly or indirectly, including (without limitation) obligations
incurred through an agreement, contingent or otherwise, by such Person:

            (a) to purchase such Indebtedness or obligation or any property
      constituting security therefor;

            (b) to advance or supply funds (i) for the purchase or payment of
      such Indebtedness or obligation, or (ii) to maintain any working capital
      or other balance sheet condition or any income statement condition of any
      other Person or otherwise to advance or make available funds for the
      purchase or payment of such Indebtedness or obligation;

            (c) to lease properties or to purchase properties or services
      primarily for the purpose of assuring the owner of such Indebtedness or
      obligation of the ability of any other Person to make payment of the
      Indebtedness or obligation; or

            (d) otherwise to assure the owner of such Indebtedness or obligation
      against loss in respect thereof.

In any computation of the Indebtedness or other liabilities of the obligor under
any Guaranty, the Indebtedness or other obligations that are the subject of such
Guaranty shall be assumed to be direct obligations of such obligor.

      "Hazardous Material" means any and all pollutants, toxic or hazardous
wastes or other substances that might pose a hazard to health and safety, the
removal of which may be required or the generation, manufacture, refining,
production, processing, treatment, storage, handling, transportation, transfer,
use, disposal, release, discharge, spillage, seepage or filtration of which is
or shall be restricted, prohibited or penalized by any applicable law including,
but not limited to, asbestos, urea formaldehyde foam insulation, polychlorinated
biphenyls, petroleum, petroleum products, lead based paint, radon gas or similar
restricted, prohibited or penalized substances.

      "holder" means, with respect to any Note the Person in whose name such
Note is registered in the register maintained by the Company pursuant to Section
13.1.

      "Indebtedness" with respect to any Person means, at any time, without
duplication,

            (a) its liabilities for borrowed money and its redemption
      obligations in respect of mandatorily redeemable Preferred Stock;

            (b) its liabilities for the deferred purchase price of property
      acquired by such Person (excluding accounts payable arising in the
      ordinary course of business but including all liabilities created or
      arising under any conditional sale or other title retention agreement with
      respect to any such property);

                                       B-5

<PAGE>

            (c) (i) all liabilities appearing on its balance sheet in accordance
      with GAAP in respect of Capital Leases and (ii) all liabilities which
      would appear on its balance sheet in accordance with GAAP in respect of
      Synthetic Leases assuming such Synthetic Leases were accounted for as
      Capital Leases;

            (d) all liabilities for borrowed money secured by any Lien with
      respect to any property owned by such Person (whether or not it has
      assumed or otherwise become liable for such liabilities); and

            (e) any Guaranty of such Person with respect to liabilities of a
      type described in any of clauses (a) through (d) hereof.

Indebtedness of any Person shall include all obligations of such Person of the
character described in clauses (a) through (e) to the extent such Person remains
legally liable in respect thereof notwithstanding that any such obligation is
deemed to be extinguished under GAAP. Indebtedness of any Person shall not
include any obligations of such Person under or with respect to Swap Contracts.

      "Institutional Investor" means (a) any Purchaser of a Note, (b) any holder
of a Note holding (together with one or more of its affiliates) more than
$2,000,000 of the aggregate principal amount of the Notes then outstanding, (c)
any bank, trust company, savings and loan association or other financial
institution, any pension plan, any investment company, any insurance company,
any broker or dealer, or any other similar financial institution or entity,
regardless of legal form, and (d) any Related Fund of any holder of any Note.

      "Intercreditor Agreement" means the Intercreditor Agreement attached
hereto as Exhibit 4.14 and executed by the parties thereto.

      "Lease Rentals" means, with respect to any period, the sum of the rental
and other obligations required to be paid during such period by the Company or
any Subsidiary as lessee under all leases of real or personal property (other
than Capital Leases), less any amount required to be paid by the lessee (whether
or not therein designated as rental or additional rental) on account of
maintenance and repairs, insurance, taxes, assessments, water rates and similar
charges, and less any related rental income from subleases, provided that, if at
the date of determination, any such rental or other obligations (or portion
thereof) are contingent or not otherwise definitely determinable by the terms of
the related lease, the amount of such obligations (or such portion thereof) (i)
shall be assumed to be equal to the amount of such obligations for the period of
12 consecutive calendar months immediately preceding the date of determination
or (ii) if the related lease was not in effect during such preceding 12-month
period, shall be the amount estimated by a Senior Financial Officer of the
Company on a reasonable basis and in good faith.

      "Lien" means, with respect to any Person, any mortgage, lien, pledge,
charge, security interest or other encumbrance, or any interest or title of any
vendor, lessor, lender or other secured party to or of such Person under any
conditional sale or other title retention agreement or

                                       B-6

<PAGE>

Capital Lease, upon or with respect to any property or asset of such Person
(including in the case of stock, stockholder agreements, voting trust agreements
and all similar arrangements).

      "Make-Whole Amount" is defined in Section 8.7.

      "Material" means material in relation to the business, operations,
affairs, financial condition, assets or properties of the Company and its
Subsidiaries taken as a whole.

      "Material Adverse Effect" means a material adverse effect on (a) the
business, operations, affairs, financial condition, assets or properties of the
Company and its Subsidiaries taken as a whole, or (b) the ability of any Obligor
to perform its obligations under the Financing Agreements to which it is a
party, or (c) the validity or enforceability of any Financing Agreement.

      "Memorandum" is defined in Section 5.3.

      "Multiemployer Plan" means any Plan that is a "multiemployer plan" (as
such term is defined in section 4001(a)(3) of ERISA).

      "NAIC" means the National Association of Insurance Commissioners or any
successor thereto.

      "Notes" is defined in Section 1.

      "Obligors" means the Company and the Subsidiary Guarantors.

      "Officer's Certificate" means a certificate of a Senior Financial Officer
of an Obligor or of any other officer of an Obligor whose responsibilities
extend to the subject matter of such certificate.

      "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA or any successor thereto.

      "Person" means an individual, partnership, corporation, limited liability
company, association, trust, unincorporated organization, business entity or
Governmental Authority.

      "Plan" means an "employee benefit plan" (as defined in section 3(3) of
ERISA) subject to Title I of ERISA that is or, within the preceding five years,
has been established or maintained, or to which contributions are or, within the
preceding five years, have been made or required to be made, by the Company or
any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate
may have any liability.

      "Preferred Stock" means any class of capital stock of a Person that is
preferred over any other class of capital stock (or similar equity interests) of
such Person as to the payment of dividends or the payment of any amount upon
liquidation or dissolution of such Person.

                                       B-7

<PAGE>

      "Priority Debt" means the sum, without duplication, of (i) Indebtedness of
the Company or any Subsidiary secured by Liens whether or not permitted pursuant
to clauses (a) through (i) of Section 10.6; and (ii) all other Indebtedness of
all Subsidiaries not otherwise permitted pursuant to clauses (a) through (d) of
Section 10.9.

      "property" or "properties" means, unless otherwise specifically limited,
real or personal property of any kind, tangible or intangible, choate or
inchoate.

      "PTE" means a Prohibited Transaction Exemption issued by the Department of
Labor.

      "Purchaser" is defined in the first paragraph of this Agreement.

      "Qualified Institutional Buyer" means any Person who is a "qualified
institutional buyer" within the meaning of such term as set forth in Rule
144A(a)(1) under the Securities Act.

      "Ratable Portion" means, with respect to any Note and any prepayment
pursuant to Section 8.8 with respect thereto, an amount equal to the product of
(a) the net proceeds of the Disposition in question being offered to the payment
of Senior Disposition Indebtedness in connection with such Disposition
multiplied by (b) a fraction the numerator of which is the outstanding principal
amount of such Note and the denominator of which is the aggregate principal
amount of all Senior Disposition Indebtedness with respect to which such offer
of prepayment is made.

      "Related Fund" means, with respect to any holder of any Note, any fund or
entity that (i) invests in Securities or bank loans, and (ii) is advised or
managed by such holder, the same investment advisor as such holder or by an
affiliate of such holder or such investment advisor.

      "Required Holders" means, at any time, the holders of more than 50% in
principal amount of the Notes at the time outstanding (exclusive of Notes then
owned by the Company or any of its Affiliates).

      "Responsible Officer" means any Senior Financial Officer and any other
officer of the Company or another applicable Obligor, as the context requires,
with responsibility for the administration of the relevant portion of this
Agreement.

      "Restricted Investments" means all investments except: (i) property to be
used in the ordinary course of business; (ii) assets arising from the sale of
goods and services in the ordinary course of business; (iii) investments in one
or more Subsidiaries or any Person that becomes a Subsidiary; (iv) investments
existing at the date of closing and any future earnings in respect thereof; (v)
investments in obligations, maturing within one year, issued by or guaranteed by
the United States of America, or an agency thereof, or Canada, or any province
thereof; (vi) investments in tax-exempt obligations of any U.S. state or
municipality, maturing within one year, which are rated in one of the top two
rating classifications by at least one national rating agency; (vii) investments
in certificates of deposit, banker's acceptances or demand deposits maturing
less than one year from the date of issuance thereof and issued by a commercial
bank which at the time of the making of such investment is rated in one of the
top two rating

                                       B-8

<PAGE>

classifications by at least one national rating agency; (viii) investments in
commercial paper, maturing within 270 days, rated in the highest rating
classification by at least one national rating agency; (ix) investments in
repurchase agreements; (x) treasury stock or treasury stock that is subsequently
retired; (xi) investments in money market instrument programs that are
classified as current assets in accordance with GAAP; or (xii) investments in
demand deposit, checking accounts or other normal operating accounts of the
Company and its Subsidiaries.

      "SEC" shall mean the Securities and Exchange Commission of the United
States, or any successor thereto.

      "Securities" or "Security" shall have the meaning specified in Section
2(1) of the Securities Act.

      "Securities Act" means the Securities Act of 1933, as amended from time to
time, and the rules and regulations promulgated thereunder from time to time in
effect.

      "Senior Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or comptroller of the Company or another
applicable Obligor, as the context requires.

      "Senior Disposition Indebtedness" has the meaning set forth in Section
10.8 hereof.

      "Senior Indebtedness" means, with respect to any Person, all Indebtedness
of such Person which is not expressed to be subordinate or junior in rank to any
other Indebtedness of such Person.

      "Subsidiary" means, as to any Person, any other Person in which such first
Person or one or more of its Subsidiaries or such first Person and one or more
of its Subsidiaries owns sufficient equity or voting interests to enable it or
them (as a group) ordinarily, in the absence of contingencies, to elect a
majority of the directors (or Persons performing similar functions) of such
second Person, and any partnership or joint venture if more than a 50% interest
in the profits or capital thereof is owned by such first Person or one or more
of its Subsidiaries or such first Person and one or more of its Subsidiaries
(unless such partnership or joint venture can and does ordinarily take major
business actions without the prior approval of such Person or one or more of its
Subsidiaries). Unless the context otherwise clearly requires, any reference to a
"Subsidiary" is a reference to a Subsidiary of the Company.

      "Subsidiary Guarantee Agreement" means a subsidiary guarantee agreement
substantially in the form of Exhibit 4.13 (and any and all supplements thereto)
dated as of the date of the Closing and executed by each Subsidiary Guarantor
and any other guarantee agreements in form and substance satisfactory to the
Required Holders and their counsel guaranteeing the obligations of the Company
hereunder and under the Notes, in each case as amended, restated, supplemented
or otherwise modified from time to time.

      "Subsidiary Guarantor" means TALX UCM Services, Inc., a Missouri
corporation, TALX FasTime Services, Inc., a Texas corporation, TALX Employer
Services, LLC, a Missouri limited liability company, TBT Enterprises,
Incorporated, a Maryland corporation, UI

                                       B-9

<PAGE>

Advantage, Inc., a Maryland corporation, Net Profit, Inc., a South Carolina
corporation, TALX Tax Incentive Services, LLC, a Missouri limited liability
company, Jon-Jay Associates, Inc., a Massachusetts corporation, TALX Tax Credits
and Incentives, LLC, a Missouri limited liability company, Management Insight
Incentives, LLC, a Missouri limited liability company, Unemployment Services,
LLC, a Missouri limited liability company, and Performance Assessment Network,
Inc., a Delaware corporation, together with any other Subsidiary who has
executed and delivered a Joinder Agreement or a Subsidiary Guarantee Agreement
pursuant to the provisions of Section 9.7.

      "SVO" means the Securities Valuation Office of the NAIC or any successor
to such Office.

      "Swap Contract" means (a) any and all interest rate swap transactions,
basis swap transactions, basis swaps, credit derivative transactions, forward
rate transactions, commodity swaps, commodity options, forward commodity
contracts, equity or equity index swaps or options, bond or bond price or bond
index swaps or options or forward foreign exchange transactions, cap
transactions, floor transactions, currency options, spot contracts or any other
similar transactions or any of the foregoing (including, but without limitation,
any options to enter into any of the foregoing), and (b) any and all
transactions of any kind, and the related confirmations, which are subject to
the terms and conditions of, or governed by, any form of master agreement
published by the International Swaps and Derivatives Association, Inc., any
International Foreign Exchange Master Agreement.

      "Synthetic Lease" means, at any time, any lease (including leases that may
be terminated by the lessee at any time) of any property (a) that is accounted
for as an operating lease under GAAP and (b) in respect of which the lessee
retains or obtains ownership of the property so leased for U.S. federal income
tax purposes, other than any such lease under which such Person is the lessor.

      "USA Patriot Act" means United States Public Law 107-56, Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time,
and the rules and regulations promulgated thereunder from time to time in
effect.

      "Wholly-Owned Subsidiary" means, at any time, any Subsidiary one hundred
percent of all of the equity interests (except directors' qualifying shares) and
voting interests of which are owned by any one or more of the Company and the
Company's other Wholly-Owned Subsidiaries at such time.

                                      B-10

<PAGE>

                         CHANGES TO CORPORATE STRUCTURE

      On April 6, 2006, TALX Corporation acquired the stock of Performance
Assessment Network, Inc.

                                  SCHEDULE 4.9
                          (to Note Purchase Agreement)

<PAGE>

                              DISCLOSURE MATERIALS

      1. On April 6, 2006, TALX Corporation acquired the stock of Performance
Assessment Network, Inc.

      2. Concurrently with the issuance of the Notes, TALX Corporation is
entering into a $150.0 million Third Amended and Restated Loan Agreement with
LaSalle Bank National Association and the other lenders party thereto.

      3. Current Report on Form 8-K filed on May 11, 2006 (dated May 10, 2006),
including the exhibits attached thereto.

                                  SCHEDULE 5.3
                          (to Note Purchase Agreement)

<PAGE>

                           SUBSIDIARIES OF THE COMPANY
                        AND OWNERSHIP OF SUBSIDIARY STOCK

<TABLE>
<CAPTION>

                                         JURISDICTION OF                                              SUBSIDIARY
              NAME                          FORMATION                        OWNERSHIP                GUARANTOR
--------------------------------   ---------------------------   ----------------------------------   ----------
<S>                                <C>                           <C>                                  <C>
TALX FasTime Services, Inc.        a Texas corporation           100% common stock owned by Company       Yes

TALX UCM Services, Inc.            a Missouri corporation        100% common stock owned by Company       Yes

TALX Employer Services, LLC        a Missouri limited            100% membership interests owned by       Yes
                                   liability company             Company

TBT Enterprises, Incorporated      a Maryland corporation        100% common stock owned by Company       Yes

UI Advantage, Inc.                 a Maryland corporation        100% common stock owned by Company       Yes

Net Profit, Inc.                   a South Carolina              100% common stock owned by Company       Yes
                                   corporation

TALX Tax Incentive Services, LLC   a Missouri limited            100% membership interests owned by       Yes
                                   liability company             Company

Jon-Jay Associates, Inc.           a Massachusetts               100% common stock owned by TALX          Yes
                                   corporation                   UCM Services, Inc.

Unemployment Services, LLC         a Missouri limited            100% membership interests owned by       Yes
                                   liability company             TALX UCM Services, Inc.

TALX Tax Credits and Incentives,   a Missouri limited            100% membership interests owned by       Yes
LLC                                liability company             Company

Management Insight Incentives,     a Missouri limited            100% membership interests owned by       Yes
LLC                                liability company             TALX Tax Credits and Incentives,
                                                                 LLC

Performance Assessment Network,    a Delaware corporation        100% common stock owned by Company       Yes
Inc.

TALX Limited                       a company organized under     Dormant                                   No
                                   the laws of England

Johnson & Associates, LLC          a Nebraska limited            100% common stock owned by TALX           No
                                   liability company             UCM Services, Inc.
</TABLE>

                                  SCHEDULE 5.4
                          (to Note Purchase Agreement)

<PAGE>

                   FINANCIAL STATEMENTS; MATERIAL LIABILITIES

      1. TALX Corporation's Form 10-Q for the fiscal period ended December 31,
2005

      2. TALX Corporation's Forms 10-K for fiscal years ended March 31, 2005 and
March 31, 2004 and Form 10-K/A for fiscal year ended March 31, 2003.

                                  SCHEDULE 5.5
                          (to Note Purchase Agreement)

<PAGE>

                              EXISTING INDEBTEDNESS

      1. $150,000,000 Third Amended and Restated Loan Agreement dated as of the
date of Closing (the "2006 Loan Agreement"), between TALX Corporation, LaSalle
Bank National Association and the other lenders party thereto, which is jointly
and severally guaranteed by the Subsidiary Guarantors. The 2006 Loan Agreement
amended and restated the $200 million Second Amended and Restated Loan Agreement
dated as of April 14, 2005 (the "2005 Loan Agreement"), between TALX
Corporation, LaSalle Bank National Association and the other lenders party
thereto. The proceeds of the Notes will be used to repay loans outstanding under
the 2005 Loan Agreement on the date of Closing and for other general corporate
purposes.

      2. The Notes and the Subsidiary Guarantee Agreement.

      3. Various capital leases of equipment used in the business of TALX
Corporation and the Subsidiary Guarantors with Capital Lease Obligations not in
excess of $200,000.00.

                                  SCHEDULE 5.15
                          (to Note Purchase Agreement)

<PAGE>

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS AND, ACCORDINGLY, MAY
NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM
REGISTRATION UNDER SAID ACT OR SUCH OTHER LAWS.

                                  FORM OF NOTE

                                TALX CORPORATION

                  6.89% SENIOR GUARANTEED NOTE DUE MAY 25, 2014

No. [_____]                                                               [Date]
$[_______]                                                       PPN 874918 A* 6

      FOR VALUE RECEIVED, the undersigned, TALX CORPORATION (herein called the
"Company"), a corporation organized and existing under the laws of the State of
Missouri, hereby promises to pay to [____________], or registered assigns, the
principal sum of [_____________________] DOLLARS (or so much thereof as shall
not have been prepaid) on May 25, 2014, with interest (computed on the basis of
a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the
rate of 6.89% per annum from the date hereof, payable semiannually, on the 25th
day of May and November in each year, commencing with the May 25 or November 25
next succeeding the date hereof, until the principal hereof shall have become
due and payable, and (b) to the extent permitted by law, at a rate per annum
from time to time equal to the greater of (i) 8.89% or (ii) 2.0% over the rate
of interest publicly announced by LaSalle Bank, National Association from time
to time in Chicago, Illinois as its "base" or "prime" rate, on any overdue
payment of interest and, during the continuance of an Event of Default, on the
unpaid balance hereof and on any overdue payment of any Make-Whole Amount
payable semiannually as aforesaid (or, at the option of the registered holder
hereof, on demand).

      Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at LaSalle Bank, National Association in Chicago, Illinois or at such
other place as the Company shall have designated by written notice to the holder
of this Note as provided in the Note Purchase Agreement referred to below.

      The payment and performance of this Note is unconditionally guaranteed by
the Subsidiary Guarantors as provided in the Subsidiary Guarantee Agreements.

      This Note is one of a series of Senior Notes (herein called the "Notes")
issued pursuant to the Note Purchase Agreement, dated as of May 25, 2006 (as
from time to time amended, the "Note Purchase Agreement"), among the Company,
the other Obligors from time to time party thereto and the respective Purchasers
named therein and is entitled to the benefits thereof. Each holder of this Note
will be deemed, by its acceptance hereof, to have (i) agreed to the

                                    EXHIBIT 1
                          (to Note Purchase Agreement)

<PAGE>

confidentiality provisions set forth in Section 20 of the Note Purchase
Agreement and (ii) made the representation set forth in Section 6.2 of the Note
Purchase Agreement. Unless otherwise indicated, capitalized terms used in this
Note shall have the respective meanings ascribed to such terms in the Note
Purchase Agreement.

      This Note is a registered Note and, as provided in the Note Purchase
Agreement, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice to
the contrary.

      The Company will make required prepayments of principal on the dates and
in the amounts specified in the Note Purchase Agreement. This Note is also
subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement, but not
otherwise.

      Additional interest hereon may also be required pursuant to Section 9.10
of the Note Purchase Agreement.

      If an Event of Default occurs and is continuing, the principal of this
Note may be declared or otherwise become due and payable in the manner, at the
price (including any applicable Make-Whole Amount) and with the effect provided
in the Note Purchase Agreement.

      This Note shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the law of the State of Illinois
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.

                                              TALX CORPORATION

                                              By
                                                --------------------------------
                                                   [Title]

                                       1-2

<PAGE>

                    DESCRIPTION OF OPINION OF SPECIAL COUNSEL
                  TO THE COMPANY AND THE SUBSIDIARY GUARANTORS

May 25, 2006

The Purchasers listed in
Schedule I hereto

Re: TALX Corporation

Ladies and Gentlemen:

We have acted as special counsel to TALX Corporation, a Missouri corporation
("TALX"), TALX UCM Services, Inc., a Missouri corporation ("TUS"), TALX FasTime
Services, Inc., a Texas corporation ("TFTS"), TALX Employer Services, LLC, a
Missouri limited liability company ("TES"), TBT Enterprises, Incorporated, a
Maryland corporation ("TBT"), UI Advantage, Inc., a Maryland corporation ("UI"),
Net Profit, Inc., a South Carolina corporation ("NET"), TALX Tax Incentive
Services, LLC, a Missouri limited liability company ("TIS"), Jon-Jay Associates,
Inc., a Massachusetts corporation ("JJ"), TALX Tax Credits and Incentives, LLC,
a Missouri limited liability company ("TCI"), Management Insight Incentives,
LLC, a Missouri limited liability company ("MII"), Unemployment Services, LLC, a
Missouri limited liability company ("US"), and Performance Assessment Network,
Inc., a Delaware corporation ("PAN"), in connection with that certain Note
Purchase Agreement dated May 25, 2006 (the "Note Purchase Agreement"), among
TALX and the purchasers party thereto (the "Purchasers"). TUS, TFTS, TES, TBT,
UI, NET, TIS, JJ, TCI, MII, US and PAN are sometimes collectively referred to
herein as the "Guarantors," and, in the singular, as a "Guarantor." TALX and the
Guarantors are sometimes collectively referred to herein as the "Representation
Parties," and, in the singular, as a "Representation Party." All capitalized
terms which are defined in the Note Purchase Agreement shall have the same
meanings when used herein, unless otherwise specified.

In connection herewith, we have examined the documents listed on Annex A, Annex
B and Annex C attached hereto and such other documents, records and instruments,
and we have made such legal and factual inquiries, as we have deemed necessary
or appropriate as a basis for us to render the opinions hereinafter expressed.
The documents referenced in Annex A as items (d) through (k) are collectively
referred to herein as the "Financing Agreements." The documents referenced in
Annex A as items (a) and (b) are collectively referred to herein as the
"Organizational Documents."

                                 Exhibit 4.4(a)
                          (to Note Purchase Agreement)

<PAGE>

In our examination of the foregoing, we have assumed the genuineness of all
signatures (other than the signatures of the Representation Parties), the legal
competence and capacity of natural persons, the authenticity of documents
submitted to us as originals and the conformity with authentic original
documents of all documents submitted to us as copies. When relevant facts were
not independently established, we have relied without independent investigation
as to matters of fact upon statements of governmental officials and upon
representations made in or pursuant to the Financing Agreements and certificates
and statements of appropriate representatives of the Representation Parties.

In connection herewith, we have assumed that, other than with respect to the
Representation Parties, all of the documents referred to in this opinion letter
have been duly authorized by, have been duly executed and delivered by, and
constitute the valid, binding and enforceable obligations of, all of the parties
to such documents, all of the signatories to such documents have been duly
authorized and all such parties are duly organized and validly existing and have
the power and authority (corporate or other) to execute, deliver and perform
such documents.

Based upon the foregoing and in reliance thereon, and subject to the
assumptions, comments, qualifications, limitations and exceptions set forth
herein, we are of the opinion that:

      1. Based solely on a recently dated good standing certificate from the
Secretary of State of the State of Missouri, TALX and TUS are validly existing
as corporations, in good standing under the laws of the State of Missouri.

      2. Based solely on a recently dated certificate of existence from the
Secretary of State of the State of Texas and a recently dated certificate of
account status from the Texas Comptroller of Public Accounts, TFTS is validly
existing as a corporation, in good standing under the laws of the State of
Texas.

      3. Based solely on recently dated good standing certificates from the
State Department of Assessments and Taxation of the State of Maryland, TBT and
UI are validly existing as corporations, in good standing under the laws of the
State of Maryland.

      4. Based solely on a recently dated certificate of existence from the
Secretary of State of the State of South Carolina, NET is validly existing as a
corporation under the laws of the State of South Carolina.

      5. Based solely on a recently dated good standing certificate from the
Secretary of the Commonwealth of the Commonwealth of Massachusetts, JJ is
validly existing as a corporation, in good standing under the laws of the
Commonwealth of Massachusetts.

      6. Based solely on recently dated good standing certificates from the
Secretary of State of the State of Missouri, TES, TIS, TCI, MII and US are
validly existing as limited liability companies, in good standing under the laws
of the State of Missouri.

                                   E-4.4(a)-4

<PAGE>

      7. Based solely on a recently dated good standing certificate from the
Secretary of State of the State of Delaware, PAN is validly existing as a
corporation, in good standing under the laws of the State of Delaware.

      8. Based solely on recently dated good standing certificates from the
Secretaries of State or other appropriate official of the applicable
jurisdictions, the Representation Parties are duly qualified or admitted to
transact business and are in good standing as foreign corporations or limited
liability companies in the jurisdictions set forth on Annex C.

      9. Each Representation Party has all requisite organizational power to
own, lease and operate its material properties and assets and conduct its
business in all material respects as now being conducted and as set forth in the
offering disclosure document.

      10. The execution and delivery by each Representation Party of each
Financing Agreement to which it is a party and the performance by such
Representation Party of its obligations thereunder are within the organizational
power of such Representation Party and have been duly authorized by all
necessary organizational action on the part of such Representation Party.

      11. Each of the Financing Agreements has been duly executed and delivered
by each Representation Party which is a party thereto and constitutes the valid
and binding obligation of such Representation Party, enforceable against such
Representation Party in accordance with its terms.

      12. No consent, approval, authorization or other action by, and no notice
to or filing with, any United States federal or Missouri or Illinois state
governmental authority or regulatory body that we, based on our experience,
recognize as applicable to the Representation Parties in a transaction of this
type, is required for the due execution, delivery and performance by the
Representation Parties of their respective obligations under the Financing
Agreements, except for (i) such consents, approvals, filings or registrations
that have been obtained or made on or prior to the date hereof and are in full
force and effect, (ii) the filing of a Current Report on Form 8-K with the
Securities and Exchange Commission, and (iii) any filings or other actions
required pursuant to state securities or blue sky laws (other than the blue sky
laws of the State of Missouri) or the rules of the National Association of
Securities Dealers, Inc. ("NASD"), as to which we express no opinion.

      13. We hereby confirm to you that, to our knowledge, no action or
proceeding against and naming any Representation Party is pending or overtly
threatened by written communication to any Representation Party before any
United States federal, or Illinois or Missouri state court, governmental
authority or arbitrator that calls into question the validity or enforceability
of the Financing Agreements.

      14. The execution and delivery by each Representation Party of the
Financing Agreements to which such Representation Party is a party and the
performance by such Representation Party of its obligations thereunder do not
result in (a) any violation by such Representation Party of (i) the provisions
of its Organizational Documents, (ii) any provision of

                                   E-4.4(a)-5

<PAGE>

applicable United States federal or Missouri or Illinois state law that we,
based on our experience, recognize as applicable to such Representation Party in
a transaction of this type, other than state securities or blue sky laws (other
than the blue sky laws of the State of Missouri) or the rules of the NASD, as to
which we express no opinion, or (iii) to our knowledge, any order, writ,
judgment or decree of any United States federal or Missouri or Illinois state
court or governmental authority or regulatory body that names a Representation
Party or is specifically directed to any Representation Party or any of its
material properties, or (b) a breach or default, or result in the creation or
imposition of any security interest or lien upon any of the properties of such
Representation Party, under or pursuant to any material agreement, contract or
instrument to which such Representation Party is a party or by which it is
bound. For purposes of the foregoing, we have assumed that the only material
agreements, contracts or instruments to which such Representation Party is a
party or by which it is bound are those identified on Annex D hereto.

      15. The application of the proceeds of the issue and sale of the Notes as
set forth in Section 5.14 of the Note Purchase Agreement will not violate
Regulations T, U or X of the Board of Governors of the Federal Reserve System,
12 C.F.R. Sections 220, 221 and 224, respectively.

      16. No Representation Party is an "investment company" or an entity
"controlled" by an "investment company," within the meaning of the Investment
Company Act of 1940, as amended.

      17. Assuming (i) the accuracy of the representations and warranties of
TALX and the Purchasers set forth in the Note Purchase Agreement, and (ii) the
accuracy of the representations and warranties of LaSalle Debt Capital Markets
in its letter to us of even date herewith, the issuance, sale and delivery of
the Notes by TALX and the applicable Subsidiary Guaranty Agreement by each
respective Representation Party under the circumstances contemplated by the Note
Purchase Agreement do not under existing law require the registration of the
Notes or the Subsidiary Guaranty Agreements under the Securities Act or the
qualification of an indenture under the Trust Indenture Act of 1939, as amended,
it being understood that no opinion is expressed as to the resale of the Notes.

In addition to the assumptions, comments, qualifications, limitations and
exceptions set forth above, the opinions set forth herein are further limited
by, subject to and based upon the following assumptions, comments,
qualifications, limitations and exceptions:

      (a) Wherever this opinion letter refers to matters "known to us," or to
our "knowledge," or words of similar import, such reference means that, during
the course of our representation of the Representation Parties with respect to
the Financing Agreements, we have requested information of the Representation
Parties concerning the matter referred to and no information has come to the
attention of (either as a result of such request for information or otherwise)
the attorneys currently employed by our Firm devoting substantive attention or a
material amount of time thereto, which has given us actual knowledge of the
existence (or absence) of facts to the contrary. Except as otherwise stated
herein, we have undertaken no independent investigation or verification of such
matters, and no inference should be drawn to the contrary from the fact of our
representation of the Representation Parties.

                                   E-4.4(a)-6

<PAGE>

      (b) Our opinions herein reflect only the application of applicable
Missouri and Illinois state law (excluding the securities and blue sky laws of
Illinois) and the federal laws of the United States, and, to the extent required
by the foregoing opinions, the Delaware General Corporation Law. For the
purposes of the foregoing opinions, the Firm attorneys who prepared this opinion
letter are not licensed in the States of Delaware, Texas, Maryland, South
Carolina or Massachusetts, and, with your permission, to the extent required by
the foregoing opinions, such opinions reflect only a reading of the statutory
provisions of the Texas Business Corporation Act, the South Carolina Business
Corporation Act of 1988, the Maryland General Corporation Law and the
Massachusetts Business Corporation Act, in each case as reported in Aspen Law &
Business Corporation Statutes, updated through May 1, 2006. The opinions set
forth herein are made as of the date hereof and are subject to, and may be
limited by, future changes in the factual matters set forth herein, and we
undertake no duty to advise you of the same. The opinions expressed herein are
based upon the law in effect (and published or otherwise generally available) on
the date hereof, and we assume no obligation to revise or supplement these
opinions should such law be changed by legislative action, judicial decision or
otherwise. In rendering our opinions, we have not considered, and hereby
disclaim any opinion as to, the application or impact of any laws, cases,
decisions, rules or regulations of any other jurisdiction, court or
administrative agency.

      (c) The enforceability of the Financing Agreements may be limited by (i)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium or
similar laws affecting or relating to the rights and remedies of creditors
generally including, without limitation, laws relating to fraudulent transfers
or conveyances, preferences and equitable subordination, (ii) general principles
of equity (regardless of whether considered in a proceeding in equity or at
law), and (iii) an implied covenant of good faith and fair dealing.

      (d) Our opinions are further subject to the effect of generally applicable
rules of law arising from statutes, judicial and administrative decisions, and
the rules and regulations of governmental authorities that: (i) limit or affect
the enforcement of provisions of a contract that purport to require waiver of
the obligations of good faith, fair dealing, diligence and reasonableness, (ii)
limit the availability of a remedy under certain circumstances where another
remedy has been elected, (iii) limit the enforceability of provisions releasing,
exculpating, or exempting a party from, or requiring indemnification of a party
for, liability for its own action or inaction, to the extent the action or
inaction involves negligence, recklessness, willful misconduct or unlawful
conduct, (iv) may, where less than all of the contract may be unenforceable,
limit the enforceability of the balance of the contract to circumstances in
which the unenforceable portion is not an essential part of the agreed exchange
and (v) govern and afford judicial discretion regarding the determination of
damages and entitlement to attorneys' fees.

      (e) We express no opinion as to:

      (i) the enforceability of any provision in any of the Financing Agreements
purporting or attempting to (A) confer exclusive venue upon certain courts or
otherwise waive the defenses of forum non conveniens or improper venue or (B)
confer subject matter jurisdiction on a court not having independent grounds
therefor or (C) modify or waive the requirements for effective service of
process for any action that may be brought or (D) waive the right of the
Representation Parties or any other person to a trial by jury or (E) provide
that remedies are

                                   E-4.4(a)-7

<PAGE>

cumulative or that decisions by a party are conclusive or (F) modify or waive
the rights to notice, legal defenses, statutes of limitations or other benefits
that cannot be waived under applicable law;

            (ii) the enforceability of (A) any rights to indemnification or
contribution provided for in the Financing Agreements which are violative of
public policy underlying any law, rule or regulation (including any federal or
state securities law, rule or regulation) or the legality of such rights, (B)
any provisions purporting to provide to the Purchasers the right to receive
costs and expenses beyond those reasonably incurred by such parties, (C)
provisions in the Financing Agreements whose terms are left open for later
resolution by the parties, or (D) except as expressly set forth herein, the
choice of law provisions of the Financing Agreements;

            (iii) whether any Guarantor may guarantee or otherwise be liable for
indebtedness incurred by TALX except to the extent that any such Guarantor may
be determined to have benefited from the incurrence of the indebtedness by TALX;

            (iv) the validity, binding effect or enforceability of any provision
that purports to provide for late charges, prepayment charges or yield
maintenance charges, liquidated damages or "penalties" or acceleration of future
amounts owing (other than principal) without appropriate discount to present
value, to the extent any of such provisions may be construed or determined to
constitute a penalty or otherwise be construed or determined to be unreasonable
in light of anticipated loss, or of any provision that purports to provide for
the payment of interest on interest; or

            (v) the accuracy, completeness or fairness of any statements or
disclosures made in connection with the offer or sale of the Notes.

      (f) With specific reference to the opinion expressed in Paragraph 10 above
and in further qualification of such opinion, the enforceability of the guaranty
by TUS may be limited by Article XI, Section 7 of The Constitution of the State
of Missouri. In particular, as against a Missouri corporation, enforceability of
a guaranty may be subject to attack on state constitutional grounds. The
Constitution of the State of Missouri, Article XI, Section 7, prohibits Missouri
corporations from issuing stocks, bonds or other obligations for the payment of
money except for money paid, labor done or property actually received, and voids
issuances in violation thereof. While the issue is not free from doubt, it is
our best judgment that a court applying Missouri law would hold that
enforceability of a guaranty may not successfully be challenged on these
grounds.

      (g) With specific reference to the opinion expressed in Paragraph 11 above
and in further qualification of such opinion, a court sitting in the State of
Illinois will look to the conflict of law rules of the State of Illinois to
determine which law governs. Under Illinois law, the parties to a loan contract
for an amount equal to $250,000 or more may agree that the contract shall be
governed by the laws of the State of Illinois whether or not the contract bears
a reasonable relation to Illinois. The general rule stated above does not apply
to such contract if Section 1/105(2) of the Uniform Commercial Code of the State
of Illinois provides otherwise or permits application of other law.

      (h) With respect to the opinions expressed in Paragraphs 12, 14 and 17
above, we have assumed that (i) each of the offerees, including the Purchasers,
constituted "institutional investors" within the meaning of Section
409.1--102(11) of the Missouri Securities Act of 2003 and (ii) LaSalle Debt
Capital Markets and its relevant personnel have duly obtained all necessary

                                   E-4.4(a)-8

<PAGE>

registrations, licenses and permits to act as the exclusive agent for the
Representation Parties under applicable federal and state laws in connection
with the offering of the Notes and the Subsidiary Guaranty Agreements, and all
such licenses, registrations and permits are and were at all relevant times in
full force and effect.

We do not render any opinions except as set forth above. Except as may be
expressly covered by this opinion, we are not expressing any opinion as to the
effect of compliance by any Purchaser with any state or federal laws or
regulations applicable to the transactions contemplated by the Financing
Agreements because of the nature of any of its businesses.

This opinion letter is being delivered by us as special counsel for the
Representation Parties pursuant to the provisions of Section 4.4 of the Note
Purchase Agreement at the request of the Representation Parties and is given
solely for your benefit, may not be relied upon by any other Person and shall
not be distributed to any other Person without our prior written consent in each
instance, except that this opinion may be distributed to (a) potential
transferees and subsequent institutional transferees that acquire the Notes in
accordance with the Note Purchase Agreement and (b) examiners and other
regulatory authorities should they so request or in connection with their normal
examination.

Very truly yours,

                                   E-4.4(a)-9

<PAGE>

                                   SCHEDULE I

                                   PURCHASERS

PRUDENTIAL RETIREMENT INSURANCE AND
ANNUITY COMPANY
c/o Prudential Capital Group
2200 Ross Avenue, Suite 4200E
Dallas, Texas  75201

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
c/o Prudential Capital Group
2200 Ross Avenue, Suite 4200E
Dallas, TX 75201

MTL INSURANCE COMPANY
Prudential Private Placement Investors, L.P.
c/o Prudential Capital Group
2200 Ross Avenue, Suite 4200E
Dallas, TX 75201

THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
7 Hanover Square
New York, New York  10004-2616

AMERICAN INVESTORS LIFE INSURANCE COMPANY
c/o AmerUs Capital Management
699 Walnut Street, Suite 1700
Des Moines, Iowa  50309

AMERUS LIFE INSURANCE COMPANY
c/o AmerUs Capital Management
699 Walnut Street, Suite 1700
Des Moines, Iowa  50309

<PAGE>

                                     ANNEX A

                          LIST OF TRANSACTION DOCUMENTS

      (a) The Articles of Incorporation of TALX, TUS, TFTS, TBT, UI and NET, the
Certificate of Incorporation of PAN, and the Articles of Organization of TES,
TIS, JJ, TCI, MII and US, in each case as amended to date;

      (b) The By-laws of TALX, TUS, TFTS, TBT, UI, NET, JJ and PAN and the
Operating Agreements of TES, TIS, TCI, MII and US, in each case as amended to
date, as certified to us by the Secretary of each Representation Party;

      (c) All records of proceedings and actions of the respective Boards of
Directors, shareholders or members of each Representation Party, as the case may
be, relating to the Financing Agreements and the transactions contemplated
thereby, as certified to us by the Secretary of each Representation Party;

      (d) the Note Purchase Agreement;

      (e) the 6.89% Senior Note in the principal amount of $24,000,000.00 from
TALX in favor of Prudential Retirement Insurance and Annuity Company;

      (f) the 6.89% Senior Note in the principal amount of $21,000,000.00 from
TALX in favor of Prudential Insurance Company of America;

      (g) the 6.89% Senior Note in the principal amount of $3,000,000.00 from
TALX in favor of MTL Insurance Company;

      (h) the 6.89% Senior Note in the principal amount of $18,000,000.00 from
TALX in favor of The Guardian Life Insurance Company of America;

      (i) the 6.89% Senior Note in the principal amount of $6,000,000.00 from
TALX in favor of American Investors Insurance Company;

      (j) the 6.89% Senior Note in the principal amount of $3,000,000.00 from
TALX in favor of AmerUs Life Insurance Company;

      (k) Subsidiary Guaranty Agreement of the Guarantors dated the date hereof
and executed by the Guarantors for the benefit of the Purchasers;

      (l) The domestic good standing certificates listed on Annex B attached
hereto;

      (m) The foreign good standing certificates from the jurisdictions listed
on Annex C attached hereto; and

      (n) Certificates and statements of officers of each Representation Party,
representations and warranties of each Representation Party in the Financing
Agreements and certificates and statements of public officials with respect to
certain factual matters.

<PAGE>

                                     ANNEX B

                   LIST OF DOMESTIC GOOD STANDING CERTIFICATES

TALX CORPORATION

Certificate of Corporate Good Standing dated May 8, 2006 issued by the Secretary
of State of the State of Missouri

TALX UCM SERVICES, INC.

Certificate of Corporate Good Standing dated May 8, 2006 issued by the Secretary
of State of the State of Missouri

TALX FASTIME SERVICES, INC.

Certificate of Account Status dated May 5, 2006 issued by the Comptroller of
Public Accounts of the State of Texas and Certificate dated May 5, 2006 issued
by the Secretary of State of the State of Texas

TALX EMPLOYER SERVICES, LLC

Certificate of Good Standing dated May 8, 2006 issued by the Secretary of State
of the State of Missouri

NET PROFIT, INC.

Certificate of Existence dated May 8, 2006 issued by the Secretary of State of
South Carolina

UI ADVANTAGE, INC.

Certificate of Good Standing dated May 8, 2006 issued by the State Department of
Assessments and Taxation of the State of Maryland

TBT ENTERPRISES, INCORPORATED

Certificate of Good Standing dated May 8, 2006 issued by the State Department of
Assessments and Taxation of the State of Maryland

TALX TAX INCENTIVE SERVICES, LLC

Certificate of Good Standing dated May 8, 2006 by the Secretary of State of the
State of Missouri

JON-JAY ASSOCIATES, INC.

Certificate of Good Standing dated May 4, 2006 issued by the Secretary of the
Commonwealth of the Commonwealth of Massachusetts

TALX TAX CREDITS AND INCENTIVES, LLC

Certificate of Good Standing dated May 8, 2006 issued by the Secretary of State
of the State of Missouri

MANAGEMENT INSIGHT INCENTIVES, LLC

Certificate of Good Standing dated May 8, 2006 issued by the Secretary of State
of the State of Missouri

UNEMPLOYMENT SERVICES, LLC

Certificate of Good Standing dated May 8, 2006 issued by the Secretary of State
of the State of Missouri

PERFORMANCE ASSESSMENT NETWORK, INC.

Certificate of Good Standing dated May 16, 2006 issued by the Secretary of State
of the State of Delaware

<PAGE>

                                     ANNEX C

                       FOREIGN GOOD STANDING CERTIFICATES

<TABLE>
<CAPTION>
REPRESENTATION PARTY                         FOREIGN JURISDICTIONS
<S>                                     <C>
TALX Corporation                        -    Arizona, Arkansas, California, Colorado, Connecticut, District of
                                             Columbia, Delaware, Florida, Georgia, Hawaii, Illinois, Indiana,
                                             Iowa, Louisiana, Massachusetts, Michigan, Minnesota, Nevada, New
                                             Jersey, New York, North Carolina, Ohio, Oklahoma, Oregon,
                                             Pennsylvania, Texas, Wisconsin

TALX UCM Services, Inc.                 -    Arizona, California, Colorado, Connecticut, Florida, Georgia,
                                             Illinois, Iowa, Kansas, Maryland, Massachusetts, Michigan,
                                             Minnesota, Nevada, New Jersey, New Mexico, New York, Ohio, Oklahoma,
                                             Oregon, Pennsylvania, Tennessee, Texas, Utah, Virginia, Washington

TALX Employer Services, LLC             -    Arizona, California, Ohio, Pennsylvania

Jon-Jay Associates, Inc.                -    California, Florida, Maryland, Ohio, Texas

TALX Tax Incentive Services, LLC        -    Texas

Unemployment Services, LLC              -    Colorado, Nebraska

Management Insight Incentives, LLC      -    Texas

Performance Assessment Network, Inc.    -    Indiana
</TABLE>

<PAGE>

                                     ANNEX D

                  MATERIAL AGREEMENTS, CONTRACTS OR INSTRUMENTS

1.    Third Amended and Restated Loan Agreement dated as of the date hereof
      among TALX, as borrower, LaSalle Bank National Association, as a lender
      and as administrative agent, and the other lenders party thereto.

2.    Amended and Restated Guaranty dated as of the date hereof and delivered by
      the Guarantors pursuant to the Third Amended and Restated Loan Agreement
      dated as of the date hereof among TALX, as borrower, LaSalle Bank National
      Association, as a lender and as administrative agent, and the other
      lenders party thereto.

3.    Form of Incentive Stock Option Agreement, attached as Exhibit 10.2 to
      TALX's Registration Statement on Form S-1 (File No. 333-10969).

4.    TALX Corporation Amended and Restated 1994 Stock Option Plan, attached as
      Exhibit 10.2 to TALX's Registration Statement on Form S-1 (File No.
      333-10969).

5.    Form of Non-Qualified Stock Option Agreement, attached as Exhibit 10.4 to
      TALX's Registration Statement on Form S-1 (File No. 333-10969).

6.    TALX Corporation Outside Directors' Stock Option Plan, attached as Exhibit
      10.6 to TALX's Registration Statement on Form S-1 (File No. 333-10969).

7.    Amendment to TALX Corporation Outside Directors' Stock Option Plan,
      attached as Exhibit 10.6.1 to TALX's Annual Report on Form 10-K for the
      year ended March 31, 2001 (File No. 000-21465).

8.    Second Amendment to TALX Corporation Outside Directors' Stock Option Plan,
      available on TALX's Schedule 14A filed July 23, 2004 (File No. 000-21465).

9.    Form of Director Stock Option Agreement, attached as Exhibit 10.7 to
      TALX's Annual Report on Form 10-K for the year ended March 31, 1998 (File
      No. 000-21465).

10.   Lease dated March 28, 1996 by and between TALX Corporation and Stephen C.
      Murphy, Thomas W. Holley, Arthur S. Margulis and Samuel B. Murphy, Trustee
      of the Samuel B. Murphy Revocable Living Trust UTA 1/9/91, dba "Adie Road
      Partnership."

11.   Employment Agreement between TALX Corporation and Mr. Canfield, attached
      as Exhibit 10.21 to Amendment No. 2 to TALX's Registration Statement on
      Form S-1 (File No. 333-10969).

12.   License Agreement by and between A2D, L.P. and TALX Corporation, dated as
      of April 1, 2001.

<PAGE>

13.   TALX Corporation 2004-2006 Long-Term Incentive Plan, attached as Exhibit
      10.1 to TALX's Quarterly Report on Form 10-Q for the quarter ended
      September 30, 2003 (File No. 000-21465).

14.   First Amendment to and Complete Restatement of Split-Dollar Agreements and
      Related Insurance Agreements, dated March 31, 1999, by and among TALX
      Corporation, William W. Canfield, and Thomas M. Canfield and James W.
      Canfield, Trustees of the Canfield Family Irrevocable Insurance Trust U/A
      March 31, 1993.

15.   Form of Employment Agreement for Messrs. Chaffin, Graves, & Smith,
      attached as Exhibit 10.1 to TALX's Current Report on Form 8-K filed May
      17, 2005.

16.   FY05 Incentive Bonus Plan Agreement for Corporate Officers, attached as
      Exhibit 10.7 to TALX's Quarterly Report on Form 10-Q for the quarter ended
      December 31, 2004 (File No. 000-21465).

17.   Form of Incentive Stock Option Agreement, attached as Exhibit 10.9 to
      TALX's Quarterly Report on Form 10-Q for the quarter ended December 31,
      2004 (File No. 000-21465).

18.   TALX Corporation 2005 Omnibus Incentive Plan, attached as Attachment B to
      TALX's definitive proxy statement on Schedule 14A filed on July 22, 2005.

19.   Form of Restricted Stock Agreement (Employee), attached as Exhibit 10.39
      to TALX's Current Report on Form 8-K filed on September 23, 2005 (File No.
      000-21465).

20.   Form of Restricted Stock Agreement (Outside Director), attached as Exhibit
      10.40 to TALX's Current Report on Form 8-K filed on September 23, 2005
      (File No. 000-21465).

21.   TALX Corporation 2006 - 2008 Long-Term Incentive Plan, attached as Exhibit
      10.41 to TALX's Quarterly Report on Form 10-Q for the quarter ended
      September 31, 2005 (File No. 000-21465).

22.   TALX's Nonqualified Savings and Retirement Plan.

<PAGE>

                       FORM OF OPINION OF SPECIAL COUNSEL
                                TO THE PURCHASERS

      The closing opinion of Chapman and Cutler LLP, special counsel to the
Purchasers, called for by Section 4.4(b) of the Note Purchase Agreement, shall
be dated the date of the Closing and addressed to the Purchasers, shall be
satisfactory in form and substance to the Purchasers and shall be to the effect
that:

            1. The Company is a corporation, validly existing and in good
      standing under the laws of the State of Missouri and has the corporate
      power and the corporate authority to execute and deliver the Note Purchase
      Agreement and to issue the Notes.

            2. The Note Purchase Agreement constitutes the legal, valid and
      binding contract of the Company enforceable in accordance with its terms,
      subject to bankruptcy, insolvency, fraudulent conveyance and similar laws
      affecting creditors' rights generally, and general principles of equity
      (regardless of whether the application of such principles is considered in
      a proceeding in equity or at law).

            3. The Notes constitute the legal, valid and binding obligations the
      Company enforceable in accordance with their terms, subject to bankruptcy,
      insolvency, fraudulent conveyance and similar laws affecting creditors'
      rights generally, and general principles of equity (regardless of whether
      the application of such principles is considered in a proceeding in equity
      or at law).

            4. The issuance, sale and delivery of the Notes under the
      circumstances contemplated by the Note Purchase Agreement do not, under
      existing law, require the registration of the Notes under the Securities
      Act of 1933, as amended, or the qualification of an indenture under the
      Trust Indenture Act of 1939, as amended.

      In rendering the opinion set forth in paragraph 1 above, Chapman and
Cutler LLP may rely solely upon an examination of the [ARTICLES] of
Incorporation certified by, and a certificate of good standing of the Company
from, the Secretary of State of the State of Missouri. The opinion of Chapman
and Cutler LLP is limited to the laws of the State of Illinois and the Federal
laws of the United States.

      With respect to matters of fact upon which such opinion is based, Chapman
and Cutler LLP may rely on appropriate certificates of public officials and
officers of the Company and upon representations of the Company and the
Purchasers delivered in connection with the issuance and sale of the Notes.

                                 EXHIBIT 4.4(b)
                          (to Note Purchase Agreement)
<PAGE>
                     FORM OF SUBSIDIARY GUARANTEE AGREEMENT
===============================================================================

                               GUARANTY AGREEMENT

                            Dated as of May 25, 2006

                                       By

                          CERTAIN SUBSIDIARY GUARANTORS

                                       of

                                TALX CORPORATION

        Re:   $75,000,000 6.89% Senior Guaranteed Notes due May 25, 2014

                                       of
                                TALX Corporation
===============================================================================

                                  EXHIBIT 4.13
                          (to Note Purchase Agreement)

<PAGE>

                                TABLE OF CONTENTS

                          (Not a part of the Agreement)

<TABLE>
<CAPTION>
SECTION                                         HEADING                                 PAGE
<S>                                                                                     <C>
SECTION 1.            GUARANTY OF NOTES..............................................      3

       Section 1.1.   Guaranty.......................................................      3
       Section 1.2.   Obligations Absolute and Unconditional.........................      4
       Section 1.3.   Subrogation....................................................      8
       Section 1.4.   Contribution...................................................      8
       Section 1.5.   Preference.....................................................      9
       Section 1.6.   Marshalling....................................................      9

SECTION 2.            REPRESENTATIONS AND WARRANTIES OF THE SUBSIDIARY GUARANTORS....      9

       Section 2.1.   Organization; Power and Authority..............................      9
       Section 2.2.   Authorization, Etc.............................................      9
       Section 2.3.   Compliance with Laws, Other Instruments, Etc...................     10
       Section 2.4.   Governmental Authorizations, Etc...............................     10
       Section 2.5.   Litigation; Observance of Agreements, Statutes and Orders......     10

SECTION 3.            AFFIRMATIVE COVENANTS OF SUBSIDIARY GUARANTORS.................     11

       Section 3.1.   Compliance with Note Purchase Agreement Covenants..............     11
       Section 3.2.   Guaranty to Rank Pari Passu....................................     11

SECTION 4.            SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT...     11

SECTION 5.            AMENDMENT AND WAIVER...........................................     11

       Section 5.1.   Requirements...................................................     11
       Section 5.2.   Solicitation of Holders of Notes...............................     12
       Section 5.3.   Binding Effect, Etc............................................     12
       Section 5.4.   Notes Held by Subsidiary Guarantors, Etc.......................     12
       Section 5.5.   Purchase of Notes..............................................     12

SECTION 6.            NOTICES........................................................     13

SECTION 7.            MISCELLANEOUS..................................................     13

       Section 7.1.   Successors and Assigns.........................................     13
       Section 7.2.   Severability...................................................     13
       Section 7.3.   Construction...................................................     13
       Section 7.4.   Counterparts...................................................     13
</TABLE>

                                      E-4.13-1
<PAGE>

<TABLE>
<S>                                                                                     <C>
       Section 7.5.   Subordination of Debt of the Company...........................     14
       Section 7.6.   Governing Law..................................................     14
       Section 7.7.   Submission to Jurisdiction.....................................     14

SECTION 8.            INDEMNITY......................................................     14

Signature............................................................................     15
</TABLE>

SCHEDULE I -- Addresses for Notices to Subsidiary Guarantors

ANNEX 1    -- Form of Guaranty Joinder Agreement
ANNEX 2    -- Form of Closing Certificate

                                    E-4.13-2
<PAGE>

                               GUARANTY AGREEMENT

        Re:   $75,000,000 6.89% Senior Guaranteed Notes Due May 25, 2014

                                       of
                                TALX Corporation

                                                        Dated as of May 25, 2006

TO EACH OF THE PURCHASERS LISTED IN SCHEDULE A
  TO THE HEREINAFTER DEFINED NOTE PURCHASE AGREEMENT:

Ladies and Gentlemen:

      Reference is hereby made to that certain Note Purchase Agreement, dated as
of May 25, 2006 (the "Note Purchase Agreement"), between TALX Corporation, a
Missouri corporation (the "Company"), and certain Institutional Investors,
respectively (individually a "Purchaser" and collectively the "Purchasers"),
under and pursuant to which the Company will issue $75,000,000 aggregate
principal amount of its 6.89% Senior Guaranteed Notes due May 25, 2014 (the
"Notes"). Capitalized terms used but not defined in this Agreement shall have
the meaning given such terms in Schedule B to the Note Purchase Agreement.

      Each of the undersigned, together with any entity which may become a party
hereto by execution and delivery of a Guaranty Joinder Agreement in
substantially the form set forth as ANNEX 1 hereto (a "Guaranty Joinder
Agreement") (which parties are hereinafter referred to individually as a
"Subsidiary Guarantor" and collectively as the "Subsidiary Guarantors") is a
direct or indirect subsidiary of the Company. The Subsidiary Guarantors are part
of an affiliated group of corporations with the Company and each will receive
substantial direct and indirect benefit by reason of the original issue and sale
by the Company of the Notes and each views the issuance and sale by the Company
of the Notes to the Purchasers as in the best interests of such Subsidiary
Guarantor. As an inducement to and in consideration of the purchase by the
Purchasers of the Notes, each of the Subsidiary Guarantors has agreed to
unconditionally guarantee the prompt payment of all amounts of principal,
interest and Make-Whole Amount, if any, which may become due and payable from
time to time with respect to the Notes.

      In consideration of the foregoing, each of the undersigned does hereby
covenant and agree with the Purchasers and with each and every subsequent holder
of the Notes as follows:

SECTION 1. GUARANTY OF NOTES.

      Section 1.1. Guaranty. (a) Subject to the limitations set forth in SECTION
1.1(b), the Subsidiary Guarantors hereby, jointly and severally, absolutely and
unconditionally guarantee to the holders from time to time of the Notes: (a) the
full and prompt payment of the principal of

                                    E-4.13-3
<PAGE>

all of the Notes and of the interest thereon at the rate therein stipulated and
the Make-Whole Amount (if any), when and as the same shall become due and
payable, whether by lapse of time, upon redemption or prepayment, by extension
or by acceleration or declaration, or otherwise (including (to the extent
legally enforceable) interest due on overdue payments of principal, Make-Whole
Amount (if any) or interest at the rate set forth in the Notes), (b) the full
and prompt performance and observance by the Company of each and all of the
obligations, covenants and agreements required to be performed or observed by
the Company under the terms of the Notes and the Note Purchase Agreement, and
(c) the full and prompt payment, upon demand by any holder of the Notes, of all
costs and expenses, legal or otherwise (including reasonable attorneys' fees)
and such expenses, if any, as shall have been expended or incurred in the
protection or enforcement of any right or privilege under the Notes or the Note
Purchase Agreement, including, without limitation, in any consultation or action
in connection therewith, and in each and every case irrespective of the
validity, regularity, or enforcement of any of the Notes or the Note Purchase
Agreement or any of the terms thereof or of any other like circumstance or
circumstances. The guaranty of the Notes herein provided for is a guaranty of
the immediate and timely payment of the principal and interest on the Notes and
the Make-Whole Amount (if any) as and when the same are due and payable and
shall not be deemed to be a guaranty only of the collectibility of such payments
and that in consequence thereof each holder of the Notes may sue each Subsidiary
Guarantor directly upon such principal and interest becoming so due and payable.

      (b) The obligations of each Subsidiary Guarantor hereunder shall be
limited to the lesser of (i) the obligations of the Company guaranteed
hereunder, or (ii) a maximum aggregate amount equal to the largest amount that
would not render its obligations hereunder subject to avoidance as a fraudulent
transfer or conveyance under Section 548 of Title 11 of the United States Code
or any applicable provisions of comparable state law (collectively, the
"Fraudulent Transfer Laws"), if and to the extent such Subsidiary Guarantor (or
a trustee on its behalf) has properly invoked the protections of the Fraudulent
Transfer Laws in each case after giving effect to all other liabilities of such
Subsidiary Guarantor, contingent or otherwise, that are relevant under the
Fraudulent Transfer Laws.

      Section 1.2. Obligations Absolute and Unconditional. The obligations of
each Subsidiary Guarantor under this Agreement shall be absolute and
unconditional and shall remain in full force and effect until the entire
principal, interest and Make-Whole Amount (if any) on the Notes and all other
sums due pursuant to SECTION 1.1 shall have been paid and such obligations shall
not be affected, modified or impaired upon the happening from time to time of
any event, including, without limitation, any of the following, whether or not
with notice to or the consent of such Subsidiary Guarantor:

            (a) the power or authority or the lack of power or authority of the
      Company to issue the Notes or to execute and deliver the Note Purchase
      Agreement, and irrespective of the validity of the Notes, or the Note
      Purchase Agreement or of any defense whatsoever that the Company or any
      other Subsidiary Guarantor may or might have to the payment of the Notes
      (principal, interest and Make-Whole Amount, if any) or to the performance
      or observance of any of the provisions or conditions of the Note Purchase

                                    E-4.13-4
<PAGE>

      Agreement, or the existence or continuance of the Company or any other
      Subsidiary Guarantor as a legal entity;

            (b) any failure to present the Notes for payment or to demand
      payment thereof, or to give the Company or any Subsidiary Guarantor notice
      of dishonor for non-payment of the Notes, when and as the same may become
      due and payable, or notice of any failure on the part of the Company to do
      any act or thing or to perform or to keep any covenant or agreement by it
      to be done, kept or performed under the terms of the Notes or the Note
      Purchase Agreement;

            (c) the acceptance of any security or any guaranty, the advance of
      additional money to the Company, any extension of the obligation of the
      Notes, either indefinitely or for any period of time, or any other
      modification in the obligation of the Notes or of the Note Purchase
      Agreement or of the Company thereon, or in connection therewith, or any
      sale, release, substitution or exchange of any security;

            (d) any act or failure to act with regard to the Notes or the Note
      Purchase Agreement or anything which might vary the risk of the Company or
      any Subsidiary Guarantor;

            (e) any action taken under the Note Purchase Agreement in the
      exercise of any right or power thereby conferred or any failure or
      omission on the part of any holder of any Note to first enforce any right
      or security given under the Note Purchase Agreement or any failure or
      omission on the part of any holder of any of the Notes to first enforce
      any right against the Company or any other Subsidiary Guarantor;

            (f) the waiver, compromise, settlement, release or termination of
      any or all of the obligations, covenants or agreements of the Company or
      any other Subsidiary Guarantor contained in the Note Purchase Agreement,
      or this Agreement or of the payment, performance or observance thereof;

            (g) the failure to give notice to the Company or any Subsidiary
      Guarantor of the occurrence of any breach by any Subsidiary Guarantor of
      the terms and provisions of this Agreement or any Default or Event of
      Default under the Note Purchase Agreement;

            (h) the extension of the time for payment of any principal of, or
      interest (or Make-Whole Amount, if any), on any Note owing or payable on
      such Note or of the time of or for performance of any obligations,
      covenants or agreements under or arising out of the Note Purchase
      Agreement or the extension or the renewal of any thereof;

            (i) the modification, restatement or amendment (whether material or
      otherwise) of any obligation, covenant or agreement set forth in the Note
      Purchase Agreement or the Notes or this Agreement;

            (j) any failure, omission, delay or lack on the part of the holders
      of the Notes to enforce, assert or exercise any right, power or remedy
      conferred on the holders of the

                                    E-4.13-5
<PAGE>

      Notes in the Note Purchase Agreement or the Notes or any other act or acts
      on the part of the holders from time to time of the Notes;

            (k) the voluntary or involuntary liquidation, dissolution, sale or
      other disposition of all or substantially all the assets, marshalling of
      assets and liabilities, receivership, insolvency, bankruptcy, assignment
      for the benefit of creditors, reorganization or arrangement under
      bankruptcy or similar laws, composition with creditors or readjustment of,
      or other similar procedures affecting the Company or any Subsidiary
      Guarantor or any of the assets of any of them, or any allegation or
      contest of the validity of the Note Purchase Agreement or the
      disaffirmance of the Note Purchase Agreement in any such proceeding (it
      being understood that the obligations of such Subsidiary Guarantor under
      this Agreement shall continue to be effective or be reinstated, as the
      case may be, if at any time any payment made with respect to the Notes is
      rescinded or must otherwise be restored or returned by any holder of the
      Notes upon the insolvency, bankruptcy or reorganization of the Company or
      any Subsidiary Guarantor, all as though such payment had not been made);

            (l) any event or action that would, in the absence of this clause,
      result in the release or discharge by operation of law of such Subsidiary
      Guarantor from the performance or observance of any obligation, covenant
      or agreement contained in this Agreement;

            (m) the invalidity or unenforceability of the Notes or the Note
      Purchase Agreement;

            (n) the invalidity or unenforceability of the obligations of such
      Subsidiary Guarantor under this Agreement, the absence of any action to
      enforce such obligations of such Subsidiary Guarantor, any waiver or
      consent by such Subsidiary Guarantor with respect to any of the provisions
      hereof or any other circumstances which might otherwise constitute a
      discharge or defense by such Subsidiary Guarantor, including, without
      limitation, any failure or delay in the enforcement of the obligations of
      such Subsidiary Guarantor with respect to this Agreement or of notice
      thereof; or any suit or other action brought by any shareholder or
      creditor of, or by, such Subsidiary Guarantor or any other Person, for any
      reason, including, without limitation, any suit or action in any way
      attacking or involving any issue, matter or thing in respect of this
      Agreement, the Note Purchase Agreement, the Notes or any other agreement;

            (o) the default or failure of such Subsidiary Guarantor fully to
      perform any of its covenants or obligations set forth in this Agreement;

            (p) the impossibility or illegality of performance on the part of
      the Company or any other Person of its obligations under the Notes, the
      Note Purchase Agreement, this Agreement or any other instruments;

            (q) in respect of the Company or any other Person, any change of
      circumstances, whether or not foreseen or foreseeable, whether or not
      imputable to the

                                    E-4.13-6
<PAGE>

      Company or any other Person, or other impossibility of performance through
      fire, explosion, accident, labor disturbance, floods, droughts, embargoes,
      wars (whether or not declared), civil commotions, acts of God or the
      public enemy, delays or failure of suppliers or carriers, inability to
      obtain materials, action of any federal or state regulatory body or
      agency, change of law or any other causes affecting performance, or other
      force majeure, whether or not beyond the control of the Company or any
      other Person and whether or not of the kind hereinbefore specified;

            (r) any attachment, claim, demand, charge, Lien, order, process,
      encumbrance or any other happening or event or reason, similar or
      dissimilar to the foregoing, or any withholding or diminution at the
      source, by reason of any taxes, assessments, expenses, debt, obligations
      or liabilities of any character, foreseen or unforeseen, and whether or
      not valid, incurred by or against any Person, or any claims, demands,
      charges or Liens of any nature, foreseen or unforeseen, incurred by any
      Person, or against any sums payable under the Note Purchase Agreement or
      this Agreement so that such sums would be rendered inadequate or would be
      unavailable to make the payments herein provided;

            (s) the failure of such Subsidiary Guarantor to receive any benefit
      or consideration from or as a result of its execution, delivery and
      performance of this Agreement;

            (t) any default, failure or delay, willful or otherwise, in the
      performance by the Company, any other Subsidiary Guarantor or any other
      Person of any obligations of any kind or character whatsoever of the
      Company, any other Subsidiary Guarantor or any other Person (including,
      without limitation, the obligations and undertakings of the Company or any
      other Person under the Notes or the Note Purchase Agreement);

            (u) any order, judgment, decree, ruling or regulation (whether or
      not valid) of any court of any nation or of any political subdivision
      thereof or any body, agency, department, official or administrative or
      regulatory agency of any thereof or any other action, happening, event or
      reason whatsoever which shall delay, interfere with, hinder or prevent, or
      in any way adversely affect, the performance by any party of its
      respective obligations under the Notes, this Agreement, the Note Purchase
      Agreement or any instrument relating thereto; or

            (v) any other circumstance which might otherwise constitute a
      defense available to, or a discharge of, such Subsidiary Guarantor in
      respect of the obligations of such Subsidiary Guarantor under this
      Agreement;

provided that the specific enumeration of the above-mentioned acts, failures or
omissions shall not be deemed to exclude any other acts, failures or omissions,
though not specifically mentioned above, it being the purpose and intent of this
paragraph that the obligations of each Subsidiary Guarantor hereunder shall be
absolute and unconditional and shall not be discharged, impaired or varied
except by the payment to the holders thereof of the principal of, Make-Whole
Amount, if any, and interest on the Notes, and of all other sums due and owing
to the holders of the Notes pursuant to the Note Purchase Agreement, and then
only to the extent of such payments.

                                    E-4.13-7
<PAGE>

Without limiting any of the other terms or provisions hereof, it is understood
and agreed that in order to hold each Subsidiary Guarantor liable hereunder,
there shall be no obligation on the part of any holder of any Note to resort, in
any manner or form, for payment, to the Company, to any other Subsidiary
Guarantor, to any other Person or to the properties or estates of any of the
foregoing. All rights of the holder of any Note pursuant thereto or to this
Agreement may be transferred or assigned at any time or from time to time and
shall be considered to be transferred or assigned upon the transfer of such
Note, whether with or without the consent of or notice to any Subsidiary
Guarantor or the Company. Without limiting the foregoing, it is understood that
repeated and successive demands may be made and recoveries may be had hereunder
as and when, from time to time, the Company shall default under the terms of the
Notes or the Note Purchase Agreement and that notwithstanding recovery hereunder
for or in respect of any given default or defaults by the Company under the
Notes or the Note Purchase Agreement, this Agreement shall remain in full force
and effect and shall apply to each and every subsequent default.

      Section 1.3. Subrogation. To the extent of any payments made under this
Agreement, each Subsidiary Guarantor shall be subrogated to the rights of the
holder of the Notes receiving such payments, but such Subsidiary Guarantor
covenants and agrees that such right of subrogation shall be subordinate in
right of payment to the rights of any holders of the Notes for which full
payment has not been made or provided for and, to that end, such Subsidiary
Guarantor agrees not to claim or enforce any such right of subrogation or any
right of set-off or any other right which may arise on account of any payment
made by such Subsidiary Guarantor in accordance with the provisions of this
Agreement, including, without limitation, any right of reimbursement,
exoneration, contribution or indemnification and any right to participate in any
claim or remedy of any holder of the Notes against the Company or any other
Subsidiary Guarantor, whether or not such claim, remedy or right arises in
equity or under contract, statute or common law, including, without limitation,
the right to take or receive from the Company or any other Subsidiary Guarantor,
directly or indirectly, in cash or other property or by set-off or in any other
manner, payment or security on account of such claim, remedy or right, unless
and until 366 days after all of the Notes owned by Persons other than such
Subsidiary Guarantor and all other sums due or payable under the Note Purchase
Agreement have been fully paid and discharged or payment therefor has been
provided. If any amount shall be paid to such Subsidiary Guarantor in violation
of the preceding sentence at any time prior to the indefeasible cash payment in
full of the Notes and all other amounts payable under the Note Purchase
Agreement, such amounts shall be held in trust for the benefit of the holders of
the Notes and shall forthwith be paid to the holders of the Notes to be credited
and applied to the amounts due or to become due with respect to the Notes and
all other amounts payable under the Note Purchase Agreement, whether matured or
unmatured.

      Section 1.4. Contribution. To the extent of any payments made under this
Agreement, each Subsidiary Guarantor making such payment shall have a right of
contribution from the other Subsidiary Guarantors, but such Subsidiary Guarantor
covenants and agrees that such right of contribution shall be subordinate in
right of payment to the rights of the holders of the Notes for which full
payment has not been made or provided for and, to that end, such Subsidiary
Guarantor agrees not to claim or enforce any such right of contribution unless
and until all of the

                                    E-4.13-8
<PAGE>

Notes and all other sums due and payable under the Note Purchase Agreement have
been fully and irrevocably paid and discharged.

      Section 1.5. Preference. Each Subsidiary Guarantor agrees that to the
extent the Company, any other Subsidiary Guarantor or any other Person makes any
payment on the Notes, which payment or any part thereof is subsequently
invalidated, voided, declared to be fraudulent or preferential, set aside,
recovered, rescinded or is required to be retained by or repaid to a trustee,
liquidator, receiver or any other Person under any bankruptcy code, common law
or equitable cause, then and to the extent of such payment, the obligation or
the part thereof intended to be satisfied shall be revived and continued in full
force and effect with respect to such Subsidiary Guarantor's obligations
hereunder, as if said payment had not been made. The liability of the Subsidiary
Guarantors hereunder shall not be reduced or discharged, in whole or in part, by
any payment to any holder of the Notes from any source that is thereafter paid,
returned or refunded in whole or in part by reason of the assertion of a claim
of any kind relating thereto, including, but not limited to, any claim for
breach of contract, breach of warranty, preference, illegality, invalidity or
fraud asserted by any account debtor or by any other Person.

      Section 1.6. Marshalling. None of the holders of the Notes shall be under
any obligation (a) to marshal any assets in favor of any Subsidiary Guarantor or
in payment of any or all of the liabilities of the Company under or in respect
of the Notes or the obligation of any Subsidiary Guarantor hereunder or (b) to
pursue any other remedy that any Subsidiary Guarantor may or may not be able to
pursue itself and that may lessen such Subsidiary Guarantor's burden or any
right to which such Subsidiary Guarantor hereby expressly waives. The
obligations of each Subsidiary Guarantor under this Agreement rank pari passu in
right of payment with all other unsecured Senior Indebtedness (actual or
contingent) of such Subsidiary Guarantor.

SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE SUBSIDIARY GUARANTORS.

      Each Subsidiary Guarantor represents and warrants to you that, as of the
date of such Subsidiary Guarantor's execution and delivery of this Agreement (or
joinder hereto, as applicable):

      Section 2.1. Organization; Power and Authority. Such Subsidiary Guarantor
is a corporation, limited liability company or other legal entity, as the case
may be, duly organized, validly existing and in good standing under the laws of
its jurisdiction of organization, and is duly qualified as a foreign business
organization and is in good standing in each jurisdiction in which such
qualification is required by law, other than those jurisdictions as to which the
failure to be so qualified or in good standing could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. Such
Subsidiary Guarantor has the power and authority to own or hold under lease the
properties it purports to own or hold under lease, to transact the business it
transacts and proposes to transact, to execute and deliver this Agreement and to
perform the provisions hereof.

      Section 2.2. Authorization, Etc. This Agreement has been duly authorized
by all necessary action on the part of such Subsidiary Guarantor, and this
Agreement constitutes a legal, valid and binding obligation of such Subsidiary
Guarantor enforceable against such

                                    E-4.13-9
<PAGE>

Subsidiary Guarantor in accordance with its terms, except as such enforceability
may be limited by (a) applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors' rights
generally and (b) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

      Section 2.3. Compliance with Laws, Other Instruments, Etc. (a) The
execution, delivery and performance by such Subsidiary Guarantor of this
Agreement will not (i) contravene, result in any breach of, or constitute a
default under, or result in the creation of any Lien in respect of any property
of such Subsidiary Guarantor or any of its Subsidiaries under, any indenture,
mortgage, deed of trust, loan, purchase or credit agreement, lease,
organizational documents, or any other agreement or instrument to which such
Subsidiary Guarantor or any of its Subsidiaries is bound or by which such
Subsidiary Guarantor or any of its Subsidiaries or any of their respective
properties may be bound or affected, (ii) conflict with or result in a breach of
any of the terms, conditions or provisions of any order, judgment, decree, or
ruling of any court, arbitrator or Governmental Authority applicable to such
Subsidiary Guarantor or any of its Subsidiaries or (iii) violate any provision
of any statute or other rule or regulation of any Governmental Authority
applicable to such Subsidiary Guarantor or any of its Subsidiaries, in each
case, except to the extent that such continuation, breach, default or violation
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

      (b) All obligations under this Agreement of such Subsidiary Guarantor are
direct and unsecured obligations of such Subsidiary Guarantor ranking pari passu
as against the assets of such Subsidiary Guarantor with all other existing
unsecured Senior Indebtedness of such Subsidiary Guarantor (actual or
contingent).

      Section 2.4. Governmental Authorizations, Etc. No consent, approval or
authorization of, or registration, filing or declaration with, any Governmental
Authority is required in connection with the execution, delivery or performance
by such Subsidiary Guarantor of this Agreement (other than the filing of a Form
8-K with the SEC disclosing the Company's entry into the Note Purchase Agreement
or such Subsidiary Guarantor's entry into this Agreement).

      Section 2.5. Litigation; Observance of Agreements, Statutes and Orders.
(a) There are no actions, suits or proceedings pending or, to the knowledge of
such Subsidiary Guarantor, threatened against or affecting such Subsidiary
Guarantor or any of its Subsidiaries or any property of such Subsidiary
Guarantor or any of its Subsidiaries in any court or before any arbitrator of
any kind or before or by any Governmental Authority that, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.

      (b) Neither such Subsidiary Guarantor nor any of its Subsidiaries is in
default under any term of any agreement or instrument to which it is a party or
by which it is bound, or any order, judgment, decree or ruling of any court,
arbitrator or Governmental Authority or is in violation of any applicable law,
ordinance, rule or regulation (including without limitation Environmental Laws)
of any Governmental Authority, which default or violation, individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect.

                                   E-4.13-10
<PAGE>

SECTION 3. AFFIRMATIVE COVENANTS OF SUBSIDIARY GUARANTORS.

      Each Subsidiary Guarantor covenants that so long as any of the Notes are
outstanding:

      Section 3.1. Compliance with Note Purchase Agreement Covenants. Such
Subsidiary Guarantor will, and will cause each of its Subsidiaries to, comply
with each of the covenants and agreement set forth in Sections 7, 9 and 10 of
the Note Purchase Agreements that are applicable to Subsidiaries of the Company.

      Section 3.2. Guaranty to Rank Pari Passu. The obligation of such
Subsidiary Guarantor under SECTION 1 of this Agreement is and at all times shall
remain a direct and unsecured obligation of such Subsidiary Guarantor ranking
pari passu as against the assets of such Subsidiary Guarantor with all other
present and future unsecured Senior Indebtedness (actual or contingent) of such
Subsidiary Guarantor.

SECTION 4. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

      All representations and warranties contained herein shall survive the
execution and delivery of this Agreement and the Notes, the purchase or transfer
by any Purchaser of any Note or portion thereof or interest therein and the
payment of any Note, and may be relied upon by any subsequent holder of a Note,
regardless of any investigation made at any time by or on behalf of the
Purchasers or any other holder of a Note. All statements contained in any
certificate or other instrument delivered by or on behalf of each Subsidiary
Guarantor pursuant to this Agreement shall be deemed representations and
warranties of such Subsidiary Guarantor under this Agreement. Subject to the
preceding sentence, this Agreement embodies the entire agreement and
understanding of the Subsidiary Guarantors regarding the transactions
contemplated by the Note Purchase Agreement and supersedes all prior agreements
and understandings relating to the subject matter hereof.

SECTION 5. AMENDMENT AND WAIVER.

      Section 5.1. Requirements. This Agreement may be amended, and the
observance of any term hereof may be waived (either retroactively or
prospectively), with (and only with) the written consent of each Subsidiary
Guarantor and the Required Holders, except that (a) no such amendment or waiver
may, without the written consent of the holder of each Note at the time
outstanding affected thereby, (i) change the percentage of the principal amount
of the Notes the holders of which are required to consent to any such amendment
or waiver, or (ii) amend this SECTION 5 or SECTION 1 and (b) no consent of the
holders of the Notes, the Company or the Subsidiary Guarantors shall be required
in connection with the execution and delivery of a Guaranty Joinder Agreement
substantially in the form of ANNEX 1 or other addition of any additional
Subsidiary Guarantor, and each Subsidiary Guarantor, by its execution and
delivery of this Agreement (or joinder hereto) consents to the addition of each
additional Subsidiary Guarantor and upon execution of such Guaranty Joinder
Agreement, this Agreement shall be amended as set forth therein without further
action on the part of any other party.

                                   E-4.13-11
<PAGE>

      Section 5.2. Solicitation of Holders of Notes.

      (a) Solicitation. The Subsidiary Guarantors will provide each holder of
the Notes (irrespective of the amount of Notes then owned by it) with sufficient
information, sufficiently far in advance of the date a decision is required, to
enable such holder to make an informed and considered decision with respect to
any proposed amendment, waiver or consent in respect of any of the provisions
hereof. The Subsidiary Guarantors will deliver executed or true and correct
copies of each amendment, waiver or consent effected pursuant to the provisions
of this SECTION 5 to each holder of outstanding Notes promptly following the
date on which it is executed and delivered by, or receives the consent or
approval of, the requisite holders of Notes.

      (b) Payment. No Subsidiary Guarantor will directly or indirectly pay or
cause to be paid any remuneration, whether by way of supplemental or additional
interest, fee or otherwise, or grant any security, to any holder of Notes as
consideration for or as an inducement to the entering into by any holder of
Notes of any waiver or amendment of any of the terms and provisions hereof
unless such remuneration is concurrently paid, or security is concurrently
granted, on the same terms, ratably to each holder of Notes then outstanding
even if such holder did not consent to such waiver or amendment.

      Section 5.3. Binding Effect, Etc. Any amendment or waiver consented to as
provided in this SECTION 5 applies equally to all holders of Notes and is
binding upon them and upon each future holder of any Note and upon the
Subsidiary Guarantors without regard to whether such Note has been marked to
indicate such amendment or waiver. No such amendment or waiver will extend to or
affect any obligation, covenant, agreement or breach by any Subsidiary Guarantor
of the terms and provisions of this Agreement or Default or Event of Default
under the Note Purchase Agreement not expressly amended or waived or impair any
right consequent thereon. No course of dealing between any Subsidiary Guarantor
and the holder of any Note nor any delay in exercising any rights hereunder or
under any Note shall operate as a waiver of any rights of any holder of such
Note. As used herein, the term "this Agreement" and references thereto shall
mean this Agreement as it may from time to time be amended or supplemented.

      Section 5.4. Notes Held by Subsidiary Guarantors, Etc. Solely for the
purpose of determining whether the holders of the requisite percentage of the
aggregate principal amount of Notes then outstanding approved or consented to
any amendment, waiver or consent to be given under this Agreement, or have
directed the taking of any action provided herein to be taken upon the direction
of the holders of a specified percentage of the aggregate principal amount of
Notes then outstanding, Notes directly or indirectly owned by the Company, such
Subsidiary Guarantors or any of their respective Affiliates shall be deemed not
to be outstanding.

      Section 5.5. Purchase of Notes. No Subsidiary Guarantor will nor will any
Subsidiary Guarantor permit any of its Subsidiaries or any of its Affiliates to
purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of
the outstanding Notes except (a) in accordance with SECTION 1, or (b) and upon
the payment or prepayment of the Notes in accordance with the terms of the Note
Purchase Agreement and the Notes.

                                   E-4.13-12
<PAGE>

SECTION 6. NOTICES.

      All notices and communications provided for hereunder shall be in writing
and sent (a) by telefacsimile if the sender on the same day sends a confirming
copy of such notice by a recognized overnight delivery service (charges
prepaid), or (b) by registered or certified mail with return receipt requested
(postage prepaid), or (c) by a recognized overnight delivery service (with
charges prepaid). Any such notice must be sent:

            (i) if to a Purchaser or such Purchaser's nominee, to such Purchaser
      or such Purchaser's nominee at the address specified for such
      communications in Schedule A to the Note Purchase Agreement, or at such
      other address as such Purchaser or such Purchaser's nominee shall have
      specified to the Subsidiary Guarantors in writing,

            (ii) if to any other holder of any Note, to such holder at such
      address as such other holder shall have specified to the Subsidiary
      Guarantors in writing, or

            (iii) if to any Subsidiary Guarantor, to such Subsidiary Guarantor
      at its address set forth on SCHEDULE I attached hereto to the attention of
      the Chief Financial Officer, or at such other address as such Subsidiary
      Guarantor shall have specified to the holder of each Note in writing.

Notices under this SECTION 6 will be deemed given only when actually received.

SECTION 7. MISCELLANEOUS.

      Section 7.1. Successors and Assigns. All covenants and other agreements
contained in this Agreement by or on behalf of any of the parties hereto bind
and inure to the benefit of their respective successors and assigns (including,
without limitation, any subsequent holder of a Note) whether so expressed or
not, so long as any Notes remain outstanding and unpaid.

      Section 7.2. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall (to the full extent permitted by law)
not invalidate or render unenforceable such provision in any other jurisdiction.

      Section 7.3. Construction. Each covenant contained herein shall be
construed (absent express provision to the contrary) as being independent of
each other covenant contained herein, so that compliance with any one covenant
shall not (absent such an express contrary provision) be deemed to excuse
compliance with any other covenant. Where any provision herein refers to action
to be taken by any Person, or which such Person is prohibited from taking, such
provision shall be applicable whether such action is taken directly or
indirectly by such Person.

      Section 7.4. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original but all of which together shall
constitute one

                                   E-4.13-13
<PAGE>

instrument. Each counterpart may consist of a number of copies hereof, each
signed by less than all, but together signed by all, of the parties hereto.

      Section 7.5. Subordination of Debt of the Company. Any indebtedness of the
Company now or hereafter held by a Subsidiary Guarantor, whether secured or
unsecured, and if secured, the security for same, is hereby subordinated to the
indebtedness of the Company to the holders of the Notes from time to time; and,
so long as there is any Default or Event of Default under the Note Purchase
Agreement, such indebtedness of the Company to a Subsidiary Guarantor shall be
collected, enforced, and received by such Subsidiary Guarantor as trustee for
the holders of the Notes from time to time and, subject to the terms of the
Intercreditor Agreement, be paid over to such holders on account of the Notes
but without reducing or affecting in any manner the liability of the Subsidiary
Guarantor under the other provisions of this Agreement.

      SECTION 7.6. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW
OF THE STATE OF ILLINOIS, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH
STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER
THAN SUCH STATE.

      Section 7.7. Submission to Jurisdiction. Each Subsidiary Guarantor hereby
irrevocably submits and consents to the non-exclusive jurisdiction of any
Illinois State or U.S. federal court situated in the City of Chicago, and
irrevocably agrees that all actions or proceedings relating to this Agreement
may be litigated in such courts, and each Subsidiary Guarantor waives any
objection which it may have based on improper venue or forum non conveniens to
the conduct of any proceeding in any such court and waives personal service of
any and all process upon it, and consents that all such service of process be
made by delivery to it at the address of such Subsidiary Guarantor as set forth
in SCHEDULE I hereto. Each Subsidiary Guarantor agrees that a final judgment in
any such suit, action or proceeding shall be conclusive, subject to rights of
appeal, and may be enforced in any manner provided by law or equity. Nothing
contained in this Section shall affect the right of any holder of Notes to serve
legal process in any other manner permitted by law or to bring any action or
proceeding in the courts of any jurisdiction against any Subsidiary Guarantor or
to enforce a judgment obtained in the courts of any other jurisdiction.

SECTION 8. INDEMNITY.

      To the fullest extent of applicable law, each Subsidiary Guarantor shall
indemnify and save each holder of a Note harmless from and against any losses
which may arise by virtue of any of the obligations hereby guaranteed being or
becoming for any reason whatsoever in whole or in part void, voidable, contrary
to law, invalid, ineffective or otherwise unenforceable by the holders of the
Notes or any of them in accordance with its terms (all of the foregoing,
collectively, an "Indemnifiable Circumstance"). For greater certainty, these
losses shall include without limitation all obligations hereby guaranteed which
would have been payable by the Company but for the existence of an Indemnifiable
Circumstance; provided, however, that the extent of each Subsidiary Guarantor's
aggregate liability under this SECTION 8 shall not at any time exceed the amount
(but for any Indemnifiable Circumstance) otherwise guaranteed pursuant to
SECTION 1.

                                   E-4.13-14
<PAGE>

      IN WITNESS WHEREOF, this Guaranty Agreement has been duly executed and
delivered as of the day and year first above written.

                                            Very truly yours,

                                            TALX UCM SERVICES, INC.
                                            TALX EMPLOYER SERVICES, LLC
                                            TALX FASTIME SERVICES, INC.
                                            TBT ENTERPRISES, INCORPORATED
                                            UI ADVANTAGE, INC.
                                            NET PROFIT, INC.
                                            TALX TAX INCENTIVE SERVICES, LLC
                                            JON-JAY ASSOCIATES, INC.
                                            TALX TAX CREDITS AND INCENTIVES, LLC
                                            UNEMPLOYMENT SERVICES, LLC
                                            MANAGEMENT INSIGHT INCENTIVES, LLC
                                            PERFORMANCE ASSESSMENT NETWORK, INC.

                                            By
                                                Its

                                   E-4.13-15
<PAGE>

                                   SCHEDULE I

                 ADDRESSES FOR NOTICES TO SUBSIDIARY GUARANTORS

c/o TALX Corporation
Attention:  Chief Executive Officer
11432 Lackland Road
St. Louis, Missouri  63146

                                   SCHEDULE I
                             (to Guaranty Agreement)

<PAGE>

                       FORM OF GUARANTY JOINDER AGREEMENT

To the Holders of the Notes, (as hereinafter
   defined) of TALX Corporation
   (the "Company")

Ladies and Gentlemen:

      WHEREAS, in order to refinance certain debt and for general corporate
purposes, the Company issued $50,000,000 aggregate principal amount of its ax%
Senior Guaranteed Notes due May 25, 2014 (the "Notes"), pursuant to that certain
Note Purchase Agreement dated as of May 25, 2006 (the "Note Purchase Agreement")
between the Company and each of the purchasers named on Schedule A thereto (the
"Initial Note Purchasers").

      WHEREAS, as a condition precedent to their purchase of the Notes, the
Initial Note Purchasers required that certain subsidiaries of the Company enter
into a Guaranty as security for the Notes (the "Guaranty").

      Pursuant to Section 9.7 of the Note Purchase Agreement, the Company has
agreed to cause the undersigned, ______________, a ______________ organized
under the laws of _______________ (the "Additional Subsidiary Guarantor"), to
join in the Guaranty. In accordance with the requirements of the Guaranty, the
Additional Subsidiary Guarantor desires to amend (a) the definition of
Subsidiary Guarantor (as the same may have been heretofore amended) set forth in
the Guaranty attached hereto so that at all times from and after the date
hereof, the Additional Subsidiary Guarantor shall be jointly and severally
liable as set forth in the Guaranty for the obligations of the Company under the
Note Purchase Agreement and Notes to the extent and in the manner set forth in
the Guaranty and (b) Schedule I to the Guaranty to include the address of the
Additional Subsidiary Guarantor set forth on the signature page hereto.

      The undersigned is the duly elected ______________ of the Additional
Subsidiary Guarantor, a subsidiary of the Company, and is duly authorized to
execute and deliver this Guaranty Joinder Agreement to each of you. The
execution by the undersigned of this Guaranty Joinder Agreement shall evidence
its consent to and acknowledgment and approval of the terms set forth herein and
in the Guaranty and by such execution the Additional Subsidiary Guarantor shall
be deemed to have made in favor of the Holders of the Notes the representations
and warranties set forth in Section 2 of the Guaranty.

      Upon execution of this Guaranty Joinder Agreement, the Guaranty shall be
deemed to be amended as set forth above. Except as amended herein, the terms and
provisions of the Guaranty are hereby ratified, confirmed and approved in all
respects.

                                     ANNEX 1
                             (to Guaranty Agreement)

<PAGE>

      Any and all notices, requests, certificates and other instruments
(including the Notes) may refer to the Guaranty without making specific
reference to this Guaranty Joinder Agreement, but nevertheless all such
references shall be deemed to include this Guaranty Joinder Agreement unless the
context shall otherwise require.

      Dated: _________________, _____.

                                       [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR]

                                       By
                                           Name:
                                           Title:

                                       Address for Notices:

                                       -----------------------------------------

                                       -----------------------------------------

<PAGE>

                           FORM OF CLOSING CERTIFICATE

      Pursuant to Section 9.7 of the Note Purchase Agreement dated as of May 25,
2006 (as it may hereafter be amended, modified, extended or restated from time
to time, the "Note Purchase Agreement"), between TALX Corporation, a __________
corporation and the institutions named in Schedule A thereto, the undersigned
[INSERT TITLE OF OFFICER] of [INSERT NAME OF GUARANTOR], in such capacity and
not in any personal capacity, hereby certifies as follows:

            1. The representations and warranties of [INSERT NAME OF GUARANTOR]
      set forth in Section 2 of the Guaranty Agreement (as defined in the Note
      Purchase Agreement) are true and correct in all material respects on and
      as of the date hereof with the same effect as if made on the date hereof,
      except for representations and warranties expressly stated to relate to a
      specific earlier date, in which case such representations and warranties
      were true and correct in all material respects as of such earlier date.

            2. _____________ is the duly elected and qualified _____________ of
      [INSERT NAME OF GUARANTOR] and the signature set forth for such officer
      below is such officer's true and genuine signature.

            The undersigned _____________ of [INSERT NAME OF GUARANTOR]
      certifies as follows:

            3. There are no liquidation or dissolution proceedings pending or to
      my knowledge threatened against [INSERT NAME OF GUARANTOR], nor has any
      other event occurred adversely affecting or threatening the continued
      existence of [INSERT NAME OF GUARANTOR].

            4. [INSERT NAME OF GUARANTOR] is a _____________ duly organized,
      validly existing and in good standing under the laws of the jurisdiction
      of its organization.

            5. Attached hereto as Annex 1 is a true and complete copy of
      resolutions duly adopted by the _____________ of [INSERT NAME OF
      GUARANTOR] on _______________; such resolutions have not in any way been
      amended, modified, revoked or rescinded, have been in full force and
      effect since their adoption to and including the date hereof and are now
      in full force and effect and are the only _____________ proceedings of
      [INSERT NAME OF GUARANTOR] now in force relating to or affecting the
      matters referred to therein.

            6. Attached hereto as Annex 2 is a true and complete copy of the
      By-Laws (or equivalent) [INSERT NAME OF GUARANTOR] as in effect on the
      date hereof.

            7. Attached hereto as Annex 3 is a true and complete copy of the
      Certificate of Incorporation (or equivalent) of [INSERT NAME OF GUARANTOR]
      as in effect on the date hereof, and such certificate has not been
      amended, repealed, modified or restated (except to the extent of the
      amendments attached hereto).

<PAGE>

            8. The following persons are now duly elected and qualified officers
      of [INSERT NAME OF GUARANTOR] holding the offices indicated next to their
      respective names below, and the signatures appearing opposite their
      respective names below are the true and genuine signatures of such
      officers, and each of such officers is duly authorized to execute and
      deliver on behalf of [INSERT NAME OF GUARANTOR] [the Guaranty Joinder
      Agreement and] the Guaranty Agreement:

<TABLE>
<CAPTION>
NAME                                   OFFICE                             SIGNATURE
<S>                          <C>                          <C>
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
</TABLE>

<PAGE>

      IN WITNESS WHEREOF, the undersigned have hereunto set our names as of the
date set forth below.

--------------------------                  ----------------------------------
Name:                                       Name:
Title:                                      Title:

Date:  ________, ________

<PAGE>

                         FORM OF INTERCREDITOR AGREEMENT

================================================================================

                             INTERCREDITOR AGREEMENT
                            Dated as of May 25, 2006
                                      among
                       LASALLE BANK NATIONAL ASSOCIATION,
                          SOUTHWEST BANK OF ST. LOUIS,
                       NATIONAL CITY BANK OF THE MIDWEST,
                                FIFTH THIRD BANK,
                      MERRILL LYNCH CAPITAL, A DIVISION OF
                 MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.,
                                   FIRST BANK,
              PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY,
                  THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,
                             MTL INSURANCE COMPANY,
                 THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA,
                   AMERICAN INVESTORS LIFE INSURANCE COMPANY,
                                       and
                          AMERUS LIFE INSURANCE COMPANY

================================================================================

                                  Exhibit 4.14
                          (to Note Purchase Agreement)
<PAGE>
                                TABLE OF CONTENTS

                                                     PAGE
SECTION 1.     DEFINITIONS...........................  2

SECTION 2.     APPROVAL OF LOAN AND LOAN DOCUMENTS...  4

SECTION 3.     REPRESENTATIONS AND WARRANTIES........  5

SECTION 4.     SHARING OF RECOVERIES.................  6

SECTION 5.     MODIFICATIONS, AMENDMENTS, ETC........  7

SECTION 6.     AGREEMENTS AMONG THE CREDITORS........  8

SECTION 7.     OBLIGATIONS HEREUNDER NOT AFFECTED....  9

SECTION 8.     ESTOPPEL..............................  9

SECTION 9.     MISCELLANEOUS.........................  9

                                    E-4.14-i
<PAGE>
                             INTERCREDITOR AGREEMENT

      THIS INTERCREDITOR AGREEMENT (this "AGREEMENT") dated as of May 25, 2006,
is entered into by and among SOUTHWEST BANK OF ST. LOUIS ("SOUTHWEST BANK"),
NATIONAL CITY BANK OF THE MIDWEST ("NATIONAL CITY"), FIFTH THIRD BANK ("FIFTH
THIRD"), MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH BUSINESS FINANCIAL
SERVICES INC. ("MERRILL LYNCH"), FIRST BANK ("FIRST BANK"), LASALLE BANK
NATIONAL ASSOCIATION, as a Lender and as administrative agent for the Lenders
(the "ADMINISTRATIVE AGENT"), PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY
COMPANY, THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, MTL INSURANCE COMPANY, THE
GUARDIAN LIFE INSURANCE COMPANY OF AMERICA, AMERICAN INVESTORS LIFE INSURANCE
COMPANY, and AMERUS LIFE INSURANCE COMPANY, as holders of the Notes described
below (collectively, the "NOTEHOLDERS").

                                    RECITALS:

      A. Under and pursuant to that certain Note Purchase Agreement dated as of
even date herewith (as the same may be amended, restated, supplemented, renewed
or replaced from time to time, including any increase in the amount thereof, the
"NOTE PURCHASE AGREEMENT"), among TALX Corporation, a Missouri corporation (the
"COMPANY") and the Noteholders, the Company proposes to issue and sell to the
Noteholders $75,000,000 aggregate principal amount of its 6.89% Senior
Guaranteed Notes, due May 25, 2014 (collectively the "NOTES").

      B. The Noteholders have required as a condition of their purchase of the
Notes that each of TALX UCM Services, Inc., a Missouri corporation, TALX FasTime
Services, Inc., a Texas corporation, TALX Employer Services, LLC, a Missouri
limited liability company, TBT Enterprises, Incorporated, a Maryland
corporation, UI Advantage, Inc., a Maryland corporation, Net Profit, Inc., a
South Carolina corporation, TALX Tax Incentive Services, LLC, a Missouri limited
liability company, Jon-Jay Associates, Inc., a Massachusetts corporation, TALX
Tax Credits and Incentives, LLC, a Missouri limited liability company,
Management Insight Incentives, LLC, a Missouri limited liability company,
Unemployment Services, LLC, a Missouri limited liability company, and
Performance Assessment Network, Inc., a Delaware corporation, (each a
"SUBSIDIARY GUARANTOR" and collectively the "SUBSIDIARY GUARANTORS") enter into
a guaranty as security for the Notes and accordingly each of the Subsidiary
Guarantors has agreed to provide a guaranty. Each Subsidiary Guarantor proposes
to execute and deliver a Guaranty Agreement (each a "NOTE GUARANTEE" and
collectively the "NOTE GUARANTIES") dated as of even date herewith, pursuant to
which such Subsidiary Guarantor will irrevocably, absolutely and unconditionally
guarantee to the Noteholders the payment of the principal of, premium, if any,
and interest on the Notes and the payment and performance of all other
obligations of the Company under the Note Purchase Agreement.

                                    E-4.14-1
<PAGE>

      C. Under and pursuant to that certain Third Amended and Restated Loan
Agreement dated as of even date herewith (as such agreement may be amended,
restated, supplemented, renewed or replaced from time to time, including any
increase in the amount thereof, the "LOAN AGREEMENT") among the Company, the
Administrative Agent, and the lending institutions which are parties thereto
(each, individually, a "LENDER" and collectively, the "LENDERS"), the Lenders
have made available to the Company certain credit facilities in a current
aggregate principal amount of up to $150,000,000 (all amounts outstanding in
respect of such credit facilities being hereinafter collectively referred to as
the "LOAN").

      D. In connection with the execution of the Loan Agreement and as security
for the Loan made thereunder, the Subsidiary Guarantors have heretofore
guaranteed to the Lenders the payment of the Loan and all other obligations of
the Company under the Loan Agreement under those certain guaranty agreements (as
such agreements may be amended, restated, supplemented or otherwise modified
from time to time the "LOAN GUARANTIES").

      E. The Loan Guaranties and the Note Guaranties are each hereinafter
individually referred to as a "SUBSIDIARY GUARANTY" and collectively referred to
as the "SUBSIDIARY GUARANTIES".

      F. The Company and the Subsidiary Guarantors contemplate that from time to
time after the date hereof, additional subsidiaries of the Company may, subject
to the terms and conditions of the Loan Agreement and the Note Purchase
Agreement, issue additional guaranties for the benefit of the Creditors which
the Company, the Subsidiary Guarantors and the Creditors wish to become subject
to this Agreement pursuant to the requirements of Section 6(d) hereof.

      G. Pursuant to the Loan Agreement, it is a condition precedent to the
Notes constituting permitted indebtedness thereunder that the Administrative
Agent and the Noteholders enter into this Agreement.

      NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto hereby agree a follows:

      SECTION 1. DEFINITIONS.

      The following terms shall have the meanings assigned to them below in this
Section 1 or in the provisions of this Agreement referred to below:

      "Administrative Agent" shall have the meaning assigned thereto in the
Recitals hereof.

      "Company" shall have the meaning assigned thereto in the Recitals hereof.

                                    E-4.14-2
<PAGE>

      "Covered Payment" shall have the meaning assigned thereto in Section 4.

      "Creditor" shall individually mean the Administrative Agent, any Lender or
any Noteholder and "Creditors" shall mean, collectively, the Administrative
Agent, the Lenders and the Noteholders.

      "Enforcement Action" means any (i) judicial or non-judicial foreclosure
proceeding, the exercise of any power of sale, the taking of a deed or
assignment in lieu of foreclosure, the obtaining of a receiver or the taking of
any other enforcement action against the Company or any Subsidiary Guarantor,
(ii) acceleration of, or demand or action taken in order to collect, all or any
indebtedness accruing under the Loan Agreement, the Notes or any Subsidiary
Guaranty or (iii) exercise of any right or remedy available to the
Administrative Agent or the Noteholders under the Loan Agreement, the Notes or
the Note Purchase Agreement, as applicable, at law, in equity or otherwise with
respect to the Company or any Subsidiary Guarantor.

      "Excess Covered Payment" shall mean as to any Creditor an amount equal to
the Covered Payment received by such Creditor less the Pro Rata Share of such
Covered Payment to which such Creditor is then entitled.

      "Lender" and "Lenders" shall have the meanings assigned thereto in the
Recitals hereto.

      "Loan" shall have the meaning assigned thereto in the Recitals hereof.

      "Loan Agreement" shall have the meaning assigned thereto in the Recitals
hereof.

      "Loan Guaranty" and "Loan Guaranties" shall have the meanings assigned
thereto in the Recitals hereof.

      "Note Guaranty" and "Note Guaranties" shall have the meanings assigned
thereto in the Recitals hereof.

      "Note Purchase Agreement" shall have the meaning assigned thereto in the
Recitals hereof.

      "Noteholder" and "Noteholders" shall have the meanings assigned thereto in
the Recitals hereof.

      "Notes" shall have the meaning assigned thereto in the Recitals hereof.

      "Person" shall mean an individual, partnership, limited liability company,
corporation, trust or unincorporated organization, and a government or agency or
political subdivision thereof.

                                    E-4.14-3
<PAGE>

      "Pro Rata Share" shall mean, with respect to any Creditor, as of the date
of any Covered Payment to such Creditor, an amount equal to the product obtained
by multiplying (a) the amount of such Covered Payment less all reasonable costs
incurred by such Creditor in connection with the collection of such Covered
Payment by (b) a fraction, the numerator of which shall be the Specified Amount
owing to such Creditor, and the denominator of which is the aggregate amount of
all outstanding Subject Obligations (without giving effect in the denominator to
the application of any such Covered Payment).

      "Receiving Creditor" shall have the meaning assigned thereto in Section 4.

      "Specified Amount" shall mean as to any Creditor the aggregate amount of
the Subject Obligations owed to such Creditor.

      "Subject Obligations" shall mean all principal of, premium or make-whole
amount, if any, and interest on, the Notes and the Loan and all other
obligations of the Company under or in respect of the Notes and the Loan and
under the Note Purchase Agreement or the Loan Agreement.

      "Subsidiary Agreements" shall mean the Subsidiary Guaranties.

      "Subsidiary Guarantor" and "Subsidiary Guarantors" shall have the meaning
assigned thereto in the Recitals hereof.

      "Subsidiary Guaranty" and "Subsidiary Guaranties" shall have the meanings
assigned thereto in the Recitals hereof.

      Section 2. Approval of Loan and Loan Documents.(

      (a) Each Noteholder hereby acknowledges that (i) it has received and
reviewed and, subject to the terms and conditions of this Agreement, hereby
consents to and approves of the making of the Loan and, subject to the terms and
provisions of this Agreement, all of the terms and provisions of the Loan
Agreement and the Loan Guaranties, and (ii) any application or use of the
proceeds of the Loan for purposes other than those provided in the Loan
Agreement shall not affect, impair or defeat the terms and provisions of this
Agreement or the Loan Agreement.

      (b) Each of the Administrative Agent and each Lender hereby acknowledges
that (i) it has received and reviewed, and, subject to the terms and conditions
of this Agreement, hereby consents to and approves of the issuance of the Notes
and, subject to the terms and provisions of this Agreement, all of the terms and
provisions of the Note Purchase Agreement and the Note Guaranties, and (ii) any
application or use of the proceeds of the issuance of the Notes for purposes
other than those provided in the Note Purchase Agreement shall not affect,
impair or defeat the terms and provisions of this Agreement or the Note Purchase
Agreement. Each of the Administrative Agent and each Lender hereby acknowledges
and agrees that any conditions precedent to the consent of

                                    E-4.14-4
<PAGE>

the Administrative Agent and each Lender to the issuance of the Notes as set
forth in the Loan Agreement or any other agreements with the Company related
thereto, as they apply to the issuance of the Notes, have been either satisfied
or waived.

      Section 3. Representations and Warranties.

            (a) Each Noteholder hereby represents and warrants, as to itself, as
follows:

                  (1) To such Noteholder's knowledge, there currently exists no
      default or event which, with the giving of notice or the lapse of time, or
      both, would constitute a default under the Notes or the Note Purchase
      Agreement.

                  (2) Such Noteholder (or its nominee) is the legal and
      beneficial owner of the Note purchased by it from the Company, free and
      clear of any lien, security interest, option or other charge or
      encumbrance.

                  (3) The Notes are not secured by any real or personal
      property of the Company or any Subsidiary Guarantor.

                  (4) Such Noteholder is duly organized and validly
      existing under the laws of the jurisdiction under which it was organized
      with full power to execute, deliver, and perform this Agreement and
      consummate the transactions contemplated hereby.

                  (5) All actions necessary to authorize the execution,
      delivery, and performance of this Agreement on behalf of such Noteholder
      have been duly taken, and all such actions continue in full force and
      effect as of the date hereof.

                  (6) Such Noteholder has duly executed and delivered
      this Agreement and this Agreement constitutes the legal, valid, and
      binding agreement of such Noteholder enforceable against such Noteholder
      in accordance with its terms subject to (x) applicable bankruptcy,
      reorganization, insolvency and moratorium laws, and (y) general principles
      of equity which may apply regardless of whether a proceeding is brought in
      law or in equity.

                  (7) To such Noteholder's knowledge, no consent of any
      other Person and no consent, license, approval, or authorization of, or
      exemption by, or registration or declaration or filing with, any
      governmental authority, bureau or agency is required in connection with
      the execution, delivery or performance by such Noteholder of this
      Agreement or consummation by such Noteholder of the transactions
      contemplated by this Agreement.

            (b) The Administrative Agent and each Lender hereby represents and
warrants, as to itself, as follows:

                                    E-4.14-5
<PAGE>

                  (1) To its knowledge, there currently exists no default or
      event which, with the giving of notice or the lapse of time, or both,
      would constitute a default under the Loan Agreement.

                  (2) All security interests in favor of the Administrative
      Agent securing the Loan and all other amounts owing by the Company to the
      Lenders pursuant to the terms of the Loan Agreement shall be released in
      accordance with the terms of that certain Second Amendment to the Second
      Amended and Restated Loan Agreement dated as of April 6, 2006 among the
      Company, the Administrative Agent and the Lenders. Administrative Agent
      and Lenders have no other security interests in any real or personal
      property granted by Company or Subsidiary Guarantors.

                  (3) It is duly organized and validly existing under the laws
      of the jurisdiction under which it was organized with full power to
      execute, deliver, and perform this Agreement and consummate the
      transactions contemplated hereby.

                  (4) All actions necessary to authorize the execution,
      delivery, and performance of this Agreement by it have been duly taken,
      and all such actions continue in full force and effect as of the date
      hereof.

                  (5) It has duly executed and delivered this Agreement and this
      Agreement constitutes the legal, valid, and binding agreement of the
      Administrative Agent or such Lender, as the case may be, enforceable
      against the Administrative Agent or such Lender, as the case may be, in
      accordance with its terms subject to (x) applicable bankruptcy,
      reorganization, insolvency and moratorium laws and (y) general principles
      of equity which may apply regardless of whether a proceeding is brought in
      law or in equity.

                  (6) To its knowledge, no consent of any other Person and no
      consent, license, approval, or authorization of, or exemption by, or
      registration or declaration or filing with, any governmental authority,
      bureau or agency is required in connection with the execution, delivery or
      performance by the Administrative Agent of this Agreement or consummation
      by the Administrative Agent of the transactions contemplated by this
      Agreement.

      Section 4. Sharing of Recoveries.

            (a) Each Creditor hereby agrees with each other Creditor that from
and after the commencement of an Enforcement Action by any Creditor, any payment
(including payments made through setoff of deposit balances or otherwise)
received by such Creditor in respect of the Subject Obligations owed to such
Creditor (such payment, a "COVERED PAYMENT") shall be shared so that each
Creditor shall receive its Pro Rata Share of such Covered Payment. Accordingly,
each Creditor hereby agrees that in the event that (i) such Creditor receives a
Covered Payment (such Creditor, a "RECEIVING

                                    E-4.14-6
<PAGE>

CREDITOR") and (ii) any other Creditor shall not concurrently receive its Pro
Rata Share of such Covered Payment, then the Receiving Creditor shall promptly
remit to each other Creditor who shall then be entitled thereto, an amount so
that after giving effect to such payment (and any other payments then being made
by any other Receiving Creditor pursuant to this Section 4) each Creditor shall
have received its Pro Rata Share of such Covered Payments.

            (b) For purposes of determining each Creditor's Pro Rata Share, (x)
unfunded commitments to advance funds shall not constitute outstanding Subject
Obligations and (y) the undrawn amount of any issued irrevocable letters of
credit shall constitute outstanding Subject Obligations of the issuers of such
letters of credit. If any payment is made pursuant to this Section 4 with
respect to the undrawn amount of any issued letter of credit and if,
subsequently, such letter of credit expires without having been drawn upon in
full, then the issuer of such letter of credit shall calculate the aggregate
amount that it received or retained under this Section 4 solely as a result of
the treatment of the undrawn amount of such letter of credit as an outstanding
Subject Obligation and such amount shall thereafter constitute a Covered Payment
subject to sharing pursuant to this Section 4.

            (c) Any such payments shall be deemed to be and shall be made in
consideration of the purchase for cash at face value, but without recourse,
ratably from the other Creditors such amount of Notes or Loan (or interest
therein), as the case may be, to the extent necessary to cause such Receiving
Creditor to share such Excess Covered Payment with the other Creditors as
hereinabove provided; provided, however, that if any such purchase or payment is
made by any Receiving Creditor and if such Excess Covered Payment or part
thereof is thereafter recovered from such Receiving Creditor (including, without
limitation, by any trustee in bankruptcy of the Person making such Covered
Payment or any creditor thereof), the related purchase from the other Creditors
shall be rescinded ratably and the purchase price restored as to the portion of
such Excess Covered Payment so recovered, but without interest; provided,
further, that nothing herein contained shall obligate any Creditor to resort to
any setoff, application of deposit balance or other means of payment under any
Subsidiary Guaranty or avail itself of any recourse by resort to any property of
the Company or any Subsidiary Guarantor, the taking of any such action to remain
within the absolute discretion of such Creditor without obligation of any kind
to the other Creditors to take any such action.

      Section 5. Modifications, Amendments, Etc.

            (a) The Administrative Agent and the Lenders shall have the right
without the consent of the Noteholders in each instance to enter into any
amendment, deferral, extension, modification, increase, renewal, replacement,
consolidation, supplement or waiver (collectively, a "LOAN MODIFICATION") of the
Loan or the Loan Agreement (or any agreement related thereto) provided that no
such Loan Modification shall, without the prior written consent of the
Noteholders, grant to the Administrative Agent or any Lender a security interest
in any assets of the Company or any Subsidiary Guarantor.

                                    E-4.14-7
<PAGE>

            (b) The Noteholders shall have the right without the consent of the
Administrative Agent in each instance to enter into any amendment, deferral,
extension, modification, increase, renewal, replacement, consolidation,
supplement or waiver (collectively, a "NOTE MODIFICATION") of the Note or the
Note Purchase Agreement provided that no such Note Modification shall, without
the prior written consent of the Administrative Agent, grant to the Noteholders
a security interest in any assets of the Company or any Subsidiary Guarantor.

      Section 6. Agreements Among the Creditors.

            (a) Independent Actions by Creditors. Nothing contained in this
Agreement shall prohibit any Creditor from accelerating the maturity of, or
demanding payment from a Subsidiary Guarantor on, any Subject Obligation of the
Company to such Creditor or from instituting legal action against the Company or
a Subsidiary Guarantor to obtain a judgment or other legal process in respect of
such Subject Obligation, but any funds received from a Subsidiary Guarantor in
connection with any recovery therefrom shall be subject to the terms of this
Agreement.

            (b) Relation of Creditors. This Agreement is entered into solely for
the purposes set forth herein, and no Creditor assumes any responsibility to any
other party hereto to advise such other party of information known to such other
party regarding the financial condition of the Company or any Subsidiary
Guarantor or of any other circumstances bearing upon the risk of nonpayment of
the Subject Obligation. Each Creditor specifically acknowledges and agrees that
nothing contained in this Agreement is or is intended to be for the benefit of
the Company or a Subsidiary Guarantor and nothing contained herein shall limit
or in any way modify any of the obligations of the Company or any Subsidiary
Guarantor to the Creditors.

            (c) Acknowledgment of Guaranties. The Lenders hereby expressly
acknowledge the existence of the Note Guarantees and the Noteholders hereby
expressly acknowledge the existence of the Loan Guaranties.

            (d) Additional Guarantors. Additional Persons may become "Subsidiary
Guarantors" hereunder by executing and delivering to a then existing Creditor a
guaranty by which such Person has become a guarantor of the Notes or Loan
pursuant to the terms of the Loan Agreement or the Note Purchase Agreement.
Accordingly, upon the execution and delivery of any such copy of the guaranty by
any such Person, such Person shall, thereinafter become a "Subsidiary Guarantor"
for all purposes of this Agreement.

            (e) Payments on Subordinated Indebtedness. Pursuant to the Note
Guaranties and the Loan Guaranties, the Subsidiary Guarantors have agreed that
any indebtedness of the Company now or hereafter held by a Subsidiary Guarantor,
whether secured or unsecured, and if secured, the security for same, is
subordinated to the indebtedness of the Company under or in respect of the Notes
and the Loan and under the Note Purchase Agreement or the Loan Agreement from
time to time. Notwithstanding

                                    E-4.14-8
<PAGE>

anything to the contrary set forth in the Note Guaranties or the Loan
Guaranties, the Creditors acknowledge and agree that, so long as there is any
default or event of default under the Note Purchase Agreement or the Loan
Agreement, such indebtedness of the Company to a Subsidiary Guarantor shall be
collected, enforced, and received by such Subsidiary Guarantor as trustee for
the Creditors and shall be paid over by such Subsidiary Guarantor to any
Creditor. In the event any Creditor receives any payment from a Subsidiary
Guarantor pursuant to the preceding sentence, then such payment shall be shared
by the Creditors pursuant to the terms of Section 4 hereof, whether or not an
Enforcement Action has been commenced by any Creditor.

      Section 7. Obligations Hereunder Not Affected.

            (a) All rights, interests, agreements and obligations of the
Administrative Agent, the Lenders and the Noteholders under this Agreement shall
remain in full force and effect irrespective any lack of validity or
enforceability of the Loan Agreement, the Note Purchase Agreement, the Notes,
any Subsidiary Guaranty or any other agreement or instrument relating thereto.

            (b) This Agreement shall continue to be effective or be reinstated,
as the case may be, if at any time any payment of all or any portion of the Loan
or the Notes is rescinded or must otherwise be returned by the Lenders or the
Noteholders upon the insolvency, bankruptcy or reorganization of the Company or
any Subsidiary Guarantor or otherwise, all as though such payment had not been
made.

      Section 8. Estoppel.

            (a) Each Noteholder shall, within ten (10) business days following a
request from the Administrative Agent, provide the Administrative Agent with a
written statement setting forth the then current outstanding principal balance
of the its Note, the aggregate accrued and unpaid interest in respect of its
Note, and stating whether to such Noteholder's knowledge any default or event of
default exists under the its Note or the Note Purchase Agreement.

            (b) The Administrative Agent shall, within ten (10) business days
following a request from the Noteholders, provide the Noteholders with a written
statement setting forth the then current outstanding principal balance of the
Loan, the aggregate accrued and unpaid interest under the Loan, and stating
whether to the Administrative Agent's knowledge any default or event of default
exists under the Loan or the Loan Agreement.

      Section 9. Miscellaneous.

            (a) Entire Agreement. This Agreement represents the entire Agreement
among the Creditors and, except as otherwise provided, this Agreement may not be
altered, amended or modified except in a writing executed by all the parties to
this Agreement.

                                    E-4.14-9
<PAGE>

            (b) Notices. Notices hereunder shall be given to the Creditors at
their addresses as set forth in the Note Purchase Agreement or the Loan
Agreement, as the case may be, or at such other address as may be designated by
each in a written notice to the other parties hereto.

            (c) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of each of the Creditors and their respective successors
and assigns, whether so expressed or not, and, in particular, shall inure to the
benefit of and be enforceable by any future holder or holders of any Subject
Obligations, and the term "Creditor" shall include any such subsequent holder of
Subject Obligations, wherever the context permits. Without limiting the
foregoing, the rights and obligations of any Lender or Noteholder under this
Agreement shall be assigned automatically, without the need for the execution of
any document or any other action, to, and the term "Lender" or "Noteholder" as
used in this Agreement shall include, any assignee, transferee or successor of
such Lender under the Loan Agreement (or a lending institution which becomes a
party to the Loan Agreement) or such Noteholder under the Note Purchase
Agreement, as the case may be, and any such assignee, transferee or successor
shall automatically become a party to this Agreement. If required by any party
to this Agreement, such assignee, transferee or successor shall execute and
deliver to the other parties to this Agreement a written confirmation of its
assumption of the obligations of the assignor, transferor or predecessor
hereunder.

            (d) Consents, Amendment, Waivers. All amendments, waivers or
consents of any provision of this Agreement shall be effective only if the same
shall be in writing and signed by all of the Creditors.

            (e) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Illinois.

            (f) Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one Agreement, and
any of the parties hereto may execute this Agreement by signing any such
counterpart.

            (g) Severability. In case any one or more of the provisions
contained in this Agreement shall be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
of this Agreement shall not in any way be affected or impaired thereby.

            (h) Expenses. In the event of any litigation to enforce this
Agreement, the prevailing party shall, if not reimbursed by the Company, be
entitled to its reasonable attorney's fees (including the allocated costs of
in-house counsel).

            (i) Term of Agreement. This Agreement shall terminate when all
Subject Obligations are paid in full and such payments are not subject to any
possibility of revocation or rescission or until all of the parties hereto
mutually agree in a writing to terminate this Agreement.

                                   E-4.14-10
<PAGE>

      IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed as of the date first above written.

                        PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY

                             By:   Prudential Investment Management, Inc., as
                                   investment manager

                                   By
                                     -----------------------------
                                     Name:
                                     Title:  Vice President

                                    E-4.14-1
<PAGE>

                        THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

                        By
                           --------------------------------
                           Name:
                           Title:  Vice President

                                    E-4.14-2
<PAGE>

                        MTL INSURANCE COMPANY

                             By:   Prudential Private Placement Investors, L.P.
                                   (as Investment Advisor)

                             By:   Prudential Private Placement Investors, Inc.
                                   (as its General Partner)

                                   By
                                      -----------------------------
                                      Name:
                                      Title:  Vice President

                                    E-4.14-3
<PAGE>

                        THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA

                        By
                          ---------------------------------
                          Name:
                          Title:  Vice President

                                    E-4.14-4
<PAGE>

                        AMERICAN INVESTORS LIFE INSURANCE COMPANY

                             By:   AmerUs Capital Management Group, Inc., its
                                   authorized attorney-in-fact

                                   By
                                      ---------------------------
                                      Name:
                                      Title:

                                    E-4.14-5
<PAGE>

                        AMERUS LIFE INSURANCE COMPANY

                             By:   AmerUs Capital Management Group, Inc., its
                                   authorized attorney-in-fact

                                   By
                                      -------------------------
                                      Name:
                                      Title:

                                    E-4.14-6
<PAGE>

                        LASALLE BANK NATIONAL ASSOCIATION, as Administrative
                        Agent under the Loan Agreement

                        By:
                             -----------------------------------
                        Name:  Tom Harmon
                        Title:  Senior Vice President

                                    E-4.14-7
<PAGE>

                        SOUTHWEST BANK OF ST. LOUIS, as a Lender under the Loan
                        Agreement

                        By:
                           -----------------------------------
                        Name:
                             ---------------------------------
                        Title:
                              --------------------------------

                                    E-4.14-8
<PAGE>

                        NATIONAL CITY BANK OF THE MIDWEST, as a Lender under the
                        Loan Agreement

                        By:
                           -----------------------------------
                        Name:
                             ---------------------------------
                        Title:
                              --------------------------------

                                    E-4.14-9
<PAGE>

                        FIFTH THIRD BANK, as a Lender under the Loan Agreement

                        By:
                            ----------------------------------
                        Name:
                              --------------------------------
                        Title:
                               -------------------------------

                                   E-4.14-10
<PAGE>

                        MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH
                        BUSINESS FINANCIAL SERVICES INC., as a Lender under the
                        Loan Agreement

                        By:
                            ----------------------------------
                        Name:
                              --------------------------------
                        Title:
                               -------------------------------

                                   E-4.14-11
<PAGE>

                        FIRST BANK, as a Lender under the Loan Agreement

                        By:
                            ----------------------------------
                        Name:
                              --------------------------------
                        Title:
                               -------------------------------

                                   E-4.14-12
<PAGE>

The undersigned hereby acknowledge and agree to the foregoing Agreement:

TALX CORPORATION, a Missouri corporation,
PERFORMANCE ASSESSMENT NETWORK, a Delaware corporation, as a Subsidiary
Guarantor,
TALX UCM SERVICES, INC., a Missouri corporation, as a Subsidiary Guarantor,
TALX FASTIME SERVICES, INC., a Texas corporation, as a Subsidiary Guarantor,
TALX EMPLOYER SERVICES, LLC, a Missouri Limited Liability company, as a
Subsidiary Guarantor,
UI ADVANTAGE, INC., a Maryland corporation, as a Subsidiary Guarantor,
TBT ENTERPRISES, INCORPORATED, a Maryland corporation, as a Subsidiary
Guarantor,
NET PROFIT, INC., a South Carolina corporation, as a Subsidiary Guarantor,
TALX TAX INCENTIVE SERVICES, LLC, a Missouri limited liability company, as a
Subsidiary Guarantor,
JON-JAY ASSOCIATES, INC., a Massachusetts corporation, as a Subsidiary
Guarantor,
TALX TAX CREDITS AND INCENTIVES, LLC, a Missouri limited liability company, as a
Subsidiary Guarantor,
MANAGEMENT INSIGHT INCENTIVES, LLC, a Missouri limited liability company, as a
Subsidiary Guarantor,
and UNEMPLOYMENT SERVICES, LLC, a Missouri limited liability company, as a
Subsidiary Guarantor

By:--------------------------------
Name:  L. Keith Graves
Title:  Chief Financial Officer

                                   E-4.14-13