Unassociated Document


    Exhibt
10.1

     

    


    LOAN AND
SECURITY AGREEMENT

     

    


    


    Among

    


    ANCHOR
FUNDING SERVICES, LLC

    


    As
Borrower

    


    EACH OF
THE FINANCIAL INSTITUTIONS

    SIGNATORY
HERETO,

    


    As
Lenders,

    


    and

    


    TEXTRON
FINANCIAL CORPORATION,

    


    As
Agent

    


    


    


    Dated as
of November 21, 2008

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    TABLE OF CONTENTS 

     

    
      	 	
              Page

            
	 	 
	ARTICLE I - LOANS,
      RENEWAL AND TERMINATION	
              1

            


    

    
      	 	1.1Credit Facility.	
              18

            
	 	1.2Borrowing Procedures.	
              19

            
	 	1.3Interest.	
              21

            
	 	1.4Charges to Loan Account.	
              22

            
	 	1.5Allocation of Payments; Pro Rata Treatment and
      Limit of Interest.	
              22

            
	 	1.6Renewal and Termination.	
              23

            
	 	1.7Payments by Borrower.	
              24

            
	 	1.8Sharing of Payments.	
              24

            
	 	1.9Taxes.	
              24

            
	ARTICLE II -
      FEES	
              27

            
	 	2.1Closing Date Fees.	
              27

            
	 	2.2Unused Line Fee.	
              27

            
	 	2.3Field Examination Fee.	
              27

            
	 	2.4Wire Transfer Fee.	
              27

            
	 	2.5Collateral Management Fee.	
              27

            
	 	2.6Costs and Expenses.	
              27

            
	 	2.7Early Termination Fee	
              28

            
	 ARTICLE III -
      GRANT OF SECURITY INTEREST	
              28

            
	 	3.1Grant of Security Interest.	
              28

            
	 	3.2Continued Priority of Security
      Interest.	
              28

            
	ARTICLE IV -
      REPRESENTATIONS, WARRANTIES AND COVENANTS APPLICABLE TO PURCHASED ACCOUNTS
      AND RECEIVABLES COLLATERAL.	
              30

            
	 	4.1Bona Fide Accounts.	
              30

            
	 	4.2Good Title; No Existing
    Encumbrances.	
              30 

            
	 	4.3Right to Assign; No Further
      Encumbrances.	
              30

            
	 	4.4Collateral Account.	
              30

            
	 	4.5Power of Attorney	
              31

            
	
               

            	4.6Purchased Accounts	
              31

            
	
              ARTICLE V
      - PROCEEDS OF COLLATERAL AND COLLECTIONS

            	
              34

            
	 	5.1Borrower's Proceeds of
Collateral.	
              34

            
	 	5.2Collection of Collateral.	
              34

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      TABLE OF
CONTENTS

      (continued)



     

    
      	ARTICLE VI - GENERAL
      REPRESENTATIONS AND WARRANTIES	
              35

            
	 	6.1Existence, Power and Authority; Affiliates of
      Borrower.	
              35

            
	 	6.2Compliance with Other Agreements and Applicable
      Law.	
              36

            
	 	6.3Absence of Litigation.	
              36

            
	 	6.4Taxes and Returns.	
              36

            
	 	6.5Lien Priority and Nature of Certain
      Collateral.	
              36

            
	 	6.6Executive Office.	
              37

            
	 	6.7Financial Statements.	
              37

            
	 	6.8Environmental Compliance.	
              37

            
	 	6.9Proprietary Rights.	
              37

            
	 	6.10Trade Names.	
              38

            
	 	6.11Employee Relations.	
              38

            
	 	6.12Employee Pension Benefit Plans.	
              38

            
	 	6.13Bank Accounts.	
              38

            
	 	6.14Sanctioned Persons; Sanctioned
      Countries.	
              38

            
	
               

            	6.15Accuracy and Completeness of
      Information.	
              38

            
	
               

            	6.16Software License Compliance.	
              38

            
	 	6.17Survival of Warranties;
    Cumulative.	
              38

            
	 	6.18Anti-Terrorism Laws.	
              39

            
	 	6.19Licenses and Permits.	
              40

            
	ARTICLE VII -
      AFFIRMATIVE COVENANTS	
              40

            
	 	7.1Financial Statements.	
              40

            
	 	7.2Books and Records.	
              41

            
	 	7.3Additional Documentation.	
              41

            
	 	7.4Existence, Name, Organization and Executive
      Office.	
              41

            
	 	7.5Compliance with Laws and Taxes.	
              41

            
	
               

            	7.6Performance of Obligations.	
              42

            
	
               

            	7.7Reporting as to Revenues, Receivables
      Collateral.	
              42

            
	
               

            	7.8Over-Advance.	
              43

            
	 	
              7.9Breach or Default.

            	
              43

            
	 	
              7.10Maintenance of Assets.

            	
              43

            
	 	
              7.11Insurance.

            	
              44

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    

      TABLE OF
CONTENTS

      (continued)

       

       

    

    
      	 	7.12Use of Proceeds.	
              44

            
	 	7.13Disclosure.	
              44

            
	 	7.14Further Assurances.	
              44

            
	 	7.15Brokerage Commissions.	
              44

            
	 	7.16Factoring Documentation.	
              45

            
	 	      
              7.17Additional
Covenants.

            	
              45

            
	ARTICLE VIII -
      NEGATIVE COVENANTS	
              45

            
	 	8.1Business, Management and
      Organization.	
              45

            
	 	8.2Disposition of Assets.	
              45

            
	 	8.3Loans and Guarantees.	
              45

            
	 	8.4Investments.	
              45

            
	 	8.5Distributions and Salaries.	
              45

            
	 	8.6Financial Covenants.	
              46

            
	 	8.7Change of Control	
              47

            
	 	8.8Limitation on Indebtedness for Money
      Borrowed.	
              47

            
	
               

            	8.9Mergers; Consolidations;
      Acquisitions.	
              47

            
	 	8.10Subsidiaries.	
              47

            
	 	8.11Fiscal Year.	
              47

            
	 	8.12Affiliate Transactions.	
              47

            
	
               

            	8.13Subordinated Indebtedness.	
              47

            
	 	8.14Credit Guidelines.	
              47

            
	 	8.15Purchased Accounts Covenants.	
              47

            
	 	8.16Anti-Terrorism Laws.	
              47

            
	 	8.17Sanctioned Persons.	
              48

            
	ARTICLE IX -
      CONDITIONS PRECEDENT	
              48

            
	 	9.1Initial Credit.	
              48

            
	 	9.2Initial and Subsequent Credit.	
              50

            
	ARTICLE X - EVENTS
      OF DEFAULT; REMEDIES	
              50

            
	 	10.1Events of Default.	
              50

            
	 	10.2Remedies.	
              51

            
	ARTICLE XI -
      AGENT	
              52

            
	 	11.1Appointment of Agent.	
              52

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      TABLE OF
CONTENTS

      (continued)

    

     

     

    
      	 	11.2Nature of Duties of Agent.	
              53

            
	 	11.3Lack of Reliance on Agent.	
              53

            
	 	11.4Certain Rights of Agent.	
              53

            
	 	11.5Reliance by Agent.	
              54

            
	 	11.6Indemnification of Agent.	
              54

            
	 	11.7Agent in its Individual Capacity.	
              54

            
	 	11.8Holders of Revolving Notes.	
              54

            
	 	11.9[Reserved].	
              54

            
	 	11.10Collateral Matters.	
              55

            
	 	11.11Actions with Respect to Defaults.	
              57

            
	 	11.12Delivery of Information.	
              57

            
	 	11.13No Reliance on Agent's Customer Identification
      Program.	
              57

            
	 	11.14USA Patriot Act.	
              57

            
	 	11.15Non-Consenting Lender.	
              57

            
	ARTICLE XII - JURY
      TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; AND GOVERNING LAW	
              58

            
	 	12.1Governing Law; Choice of Forum; Service of
      Process; Jury Trial Waiver.	
              58

            
	 	12.2Waiver of Certain Claims and
      Counterclaims.	
              58

            
	 	12.3Indemnification.	
              58

            
	ARTICLE XIII -
      MISCELLANEOUS	
              59

            
	 	13.1Power of Attorney.	
              59

            
	 	13.2Outstanding Loan Balance.	
              59

            
	 	13.3Entire Agreement, Successors and Assigns and
      Course of Dealing.	
              59

            
	 	13.4Assignments and Participations.	
              59

            
	 	13.5Amendments, Etc.	
              62

            
	 	13.6Notices.	
              62

            
	 	13.7Expenses.	
              63

            
	 	13.8Assignment of Purchased Accounts.	
              63

            
	 	13.9Binding Effect; Severability.	
              63

            
	 	13.10Final Agreement.	
              63

            
	 	13.11Counterparts.	
              64

            
	
               

            	13.12Captions.	
              64

            
	
               

            	13.13[Reserved].	
              64

            
	
               

            	13.1Information.	
              64

            
	 	13.15Nonliability of Agent and
Lenders.	
              65

            
	 	13.16Independent Nature of Lenders'
      Rights.	
              65

            
	 	13.17Maximum Rate.	
              65

            
	 	13.18Right of Setoff.	
              65

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    EXHIBITS AND
SCHEDULES

     

    EXHIBITS

     

    
      
        	
                Exhibit
      A

              	
                Form
      of Borrowing Base Certificate

              
	
                Exhibit
      B

              	
                Form
      of Assignment and Acceptance

              
	
                Exhibit
      C

              	
                Form
      of Revolving Note

              
	
                Exhibit
      D

              	
                Form
      of Factoring Documentation

              
	
                Exhibit
      E

              	
                Credit
      Guidelines

              
	
                Exhibit
      F

              	
                Form
      of Covenant Compliance Certificate

              
	
                Exhibit
      G

              	
                Collateral
      Locations

              
	
                Exhibit
      H

              	
                Receivables
      Collateral; Purchased Accounts

              
	
                SCHEDULES

              
	
                Schedule
      R

              	
                Lenders
      and Revolving Credit Commitment Percentages

              
	
                Schedule
      3.2(e)

              	
                Commercial
      Tort Claims

              
	
                Schedule
      6.1(a)

              	
                Organization;
      Qualification

              
	
                Schedule
      6.1(c)

              	
                Borrower's
      Affiliates

              
	
                Schedule
      6.1(d)

              	
                Capitalization

              
	
                Schedule
      6.2

              	
                Defaults

              
	
                Schedule
      6.3

              	
                Litigation

              
	
                Schedule
      6.4

              	
                Taxes
      and Returns

              
	
                Schedule
      6.5(a)

              	
                Permitted
      Liens

              
	
                Schedule
      6.5(b)

              	
                Title

              
	
                Schedule
      6.5(c)

              	
                Inventory

              
	
                Schedule
      6.5(d)

              	
                Equipment

              
	
                Schedule
      6.5(e)

              	
                Real
      Property

              
	
                Schedule
      6.5(f)

              	
                Corporate
      and Fictitious Names

              
	
                Schedule
      6.9

              	
                Proprietary
      Rights

              
	
                Schedule
      6.10

              	
                Trade
      Names

              
	
                Schedule
      6.11

              	
                Employee
      Relations

              
	
                Schedule
      6.13

              	
                Bank
      Accounts

              
	
                Schedule
      6.19

              	
                Licenses
      and Permits

              
	
                Schedule
      8.8

              	
                Permitted
      Indebtedness

              
	 
      	 
      
	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      



    LOAN
AND SECURITY AGREEMENT

     

    Dated as
of November 21, 2008

     

    ANCHOR
FUNDING SERVICES, LLC, a North Carolina limited liability company (the "Borrower"), each of
the financial institutions identified as Lenders on the signature pages hereto
(together with each of their successors and assigns, referred to collectively as
"Lenders" and
each individually as a "Lender"), and TEXTRON
FINANCIAL CORPORATION, a Delaware corporation ("Textron"), acting in
the manner and to the extent described in Article XI (in such
capacity, "Agent"), agree as
follows:

     

    DEFINITIONS

     

    As used
in this Agreement:

     

    "Acceptance Date"
means, as to any particular Assignment and Acceptance, the date specified as the
effective date in such Assignment and Acceptance.

     

    "Account" or "Accounts" means all
now owned or hereafter acquired right, title and interest in all accounts, as
such term is defined in the UCC, and any and all supporting obligations with
respect to any of the foregoing.

     

    "Account Debtor" means
a Person who is obligated to pay in respect of a Purchased Account.

     

    "Additional Documents"
has the meaning given to such term in Section
3.2(d).

     

    "Adjusted Tangible Net
Worth" means, with respect to Borrower, on a consolidated basis (a)
stockholder's equity determined in accordance with GAAP, plus (b) the outstanding
principal balance of Subordinated Indebtedness, minus (c) Intangible Assets
including but not limited to all unamortized debt discount and expense,
unamortized research and development expense, unamortized deferred charges,
goodwill, intellectual property, unamortized excess cost of invest­ments in
subsidiaries over equity at dates of acquisition, deferred taxes, deferred
financing costs and all similar items which should properly be treated as
intangibles in accordance with GAAP, minus (d) all loans or
advances to Affiliates of Borrower.

     

    "Affiliate" means,
with respect to a Person, (a) any partner, officer, shareholder or member (if
holding more than ten percent (10%) of the outstanding interest in such Person),
director or managing agent of such Person, and (b) any other Person (other than
a Subsidiary) that, (i) directly or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
such given Person, (ii) directly or indirectly beneficially owns or holds ten
percent (10%) or more of any class of voting stock or membership or other voting
interest of such Person or any Subsidiary of such Person, or (iii) ten percent
(10%) or more of the voting stock or membership or other voting interest of
which is directly or indirectly beneficially owned or held by such Person or a
Subsidiary of such Person.  The term "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 ownership of voting
securities or membership or other voting interest, by contract or
otherwise.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

     

    "Agent" has the
meaning given to such term in the preamble of this Agreement.

     

    "Agent Advances" has
the meaning given to such term in Section
1.2(b)(vi).

     

    "Agreement" means this
Loan and Security Agreement, including all Schedules, Exhibits and other
attachments hereto, as the same may be amended, restated, supplemented, extended
or otherwise modified from time to time.

     

    "Agreement Date" means
the date as of which this Agreement is dated.

     

    "Anti-Terrorism Law"
means, collectively, the Patriot Act, Executive Order No. 13224 or any other
statute, regulation, executive order, or other law pertaining to the prevention
of future acts of terrorism or money laundering, in each case as such law may be
amended from time to time.

     

    "Applicable Law" means
all applicable provisions of constitutions, statutes, rules, regulations and
orders of governmental bodies and orders and decrees of courts and
arbitrators.

     

    "Applicable Margin"
means four percent (4.0%).

     

    "Approved Assignee"
means any Lender, an Affiliate of a Lender or an Approved Fund.

     

    "Approved Fund" means
any Fund that is administered or managed by (a) a Lender, (b) an Affiliate
of a Lender or (c) an entity or an Affiliate of an entity that administers or
manages a Lender.

     

    "Asset Disposition"
means the disposition of any asset of Borrower or any of its
Subsidiaries.

     

    "Assignment and
Acceptance" means an Assignment and Acceptance substantially in the form
of Exhibit
B.

     

    "Availability" means
at any time (a) the amount of the Borrowing Base at such time minus (b) the
aggregate principal amount of Revolving Loan Advances at such time.

     

    "Average Monthly Purchased
Accounts Turnover" means the average of the Monthly Purchased Accounts
Turnover for any applicable period.

     

    "Bankruptcy Code"
means the United States Bankruptcy Code, as in effect from time to
time.

     

    "Board" means the duly
elected and serving members of the Board of Managers of Borrower.

     

    "Borrower" has the
meaning given to such term in the preamble of this Agreement.

     

    "Borrowing" means a
borrowing of Revolving Loan Advances made on the same day by the Lenders (or
Agent on behalf thereof), or by Agent in the case of an Agent
Advance.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

     

    "Borrowing Base"
means, with respect to Borrower, an amount in dollars equal to the lesser of (a)
the Revolving Credit Limit, or (b) up to eighty-five percent (85%) of the net
amount of Eligible Factored Accounts, minus (c) any
Reserves.

     

    "Borrowing Base
Certificate" means the Borrowing Base Certificate referred to in Section 1.2 in the
form attached hereto as Exhibit
A.

     

    "Business Day" means
any day other than a Saturday, Sunday or other day on which banks in Providence,
Rhode Island are authorized or required to close.

     

    "Capital Expenditures"
means the aggregate of all expenditures made and liabilities incurred that, in
accordance with GAAP, are required to be included in or reflected by the
property, plant, equipment or similar fixed assets accounts.

     

    "Capitalized Lease"
means a lease that is required to be capitalized for financial reporting
purposes in accordance with GAAP.

     

    "Cash Concentration
Account" means a deposit account established and maintained by Borrower
over which Agent, for itself and for the benefit of the Lender Group, has
"control" (as that term is used in Article 9 of the UCC), pursuant to the terms
of a Deposit Account Control Agreement.

     

    "Cash Equivalents"
mean: (a) marketable obligations issued or unconditionally guaranteed by, and
backed by the full faith and credit of, the United States government, maturing
within 12 months of the date of acquisition; (b) certificates of deposit, time
deposits and bankers' acceptances maturing within 12 months of the date of
acquisition, and overnight bank deposits, in each case which are issued by a
commercial bank organized under the laws of the United States or any state or
district thereof, rated A-1 (or better) by S&P or P-1 (or better) by Moody's
at the time of acquisition, and (unless issued by a Lender) not subject to
offset rights; (c) repurchase obligations with a term of not more than 30 days
for underlying investments of the types described in clauses (a) and (b) entered
into with any bank meeting the qualifications specified in clause (b); (d)
commercial paper rated A-1 (or better) by S&P or P-1 (or better) by Moody's,
and maturing within nine months of the date of acquisition; and (e) shares of
any money market fund that has substantially all of its assets invested
continuously in the types of investments referred to above, has net assets of at
least $500,000,000 and has the highest rating obtainable from either Moody's or
S&P.

     

    "Change of Control"
means the occurrence of any of the following events:  (i) the sale or
transfer of all or substantially all of the assets of Borrower as an entirety to
any person or related group of persons other than an Affiliate or Affiliates of
Borrower; (ii) Parent shall cease to own at least fifty-one percent (51%)
of the issued and outstanding membership interests of Borrower; (iii) Brad
Bernstein shall cease to be an officer of Borrower or his replacement is not
acceptable to Agent in its sole discretion; or (iv) Borrower is liquidated,
dissolved, or adopts a plan of liquidation pursuant to the Bankruptcy Code or
any other bankruptcy law.

     

    "Closing Date" means
the date of the funding of an initial Loan under this Agreement.

     

    "Closing Fee" has the
meaning given to such term in Section
2.1(b).

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

     

    "Collateral" means all
of Borrower's assets, including, without limitation, all of the following
property and interests in property of Borrower, wherever located and whether now
or hereafter existing or now owned or hereafter acquired or arising: (i) all
Receivables Collateral; (ii) all Inventory; (iii) all Equipment; (iv) all
Contract Rights; (v) all General Intangibles and Proprietary Rights; (vi) all
Investment Property; (vii) each Deposit Account and all certificates of deposit
maintained with a bank, savings and loan association, credit union or like
organization, other than an account evidenced by a certificate of deposit that
is an instrument under the UCC; (viii) all goods, services and other
property, whether or not delivered, (a) the sale, rendition or lease of
which gives or purports to give rise to any Receivables Collateral, including,
but not limited to, all merchandise returned or rejected by or repossessed from
Sellers, or (b) securing any Receivables Collateral, including, without
limitation, all rights as an unpaid vendor or lienor (including, without
limitation, stoppage in transit, replevin and reclamation) with respect to such
goods and other property; (ix) all mortgages, deeds to secure debt and deeds of
trust on real or personal property, guaranties, leases, security agreements, and
other agreements and property which secure or relate to any Receivables
Collateral or other Collateral (including the Purchased Accounts), or are
acquired for the purpose of securing and enforcing any item thereof;
(x) all documents of title, policies and certificates of insurance,
securities, chattel paper (including electronic chattel paper and tangible
chattel paper) and other documents and instruments; (xi) all other goods
and personal property, whether tangible or intangible, wherever located,
including money, supporting obligations, letters of credit and each
Letter-of-credit right; (xii) all files, correspondence, computer programs,
tapes, discs and related data processing software which contain information
identifying or pertaining to any of the Receivables Collateral, or any Account
Debtor, or showing the amounts thereof or payments thereon or otherwise
necessary or helpful in the realization thereon or the collection thereof;
(xiii) any "commercial tort claims" as that term is defined in the UCC, as
set forth on Schedule 3.2(e);
(xiv) all Purchased Accounts and Factoring Documentation (and the rights of
Borrower to payments thereunder), and (xv) any and all products and
proceeds of the foregoing (including, but not limited to, any claim to any item
referred to in this definition, and any claim against any third party for loss
of, damage to or destruction of any or all of, the Collateral or for proceeds
payable under, or unearned premiums with respect to, policies of insurance) in
whatever form, including, but not limited to, cash, negotiable instruments and
other instruments for the payment of money, chattel paper, security agreements
and other documents.

     

    "Collateral Locations"
shall mean the Executive Office and those additional locations, if any, of
Borrower set forth and described on Exhibit
G.

     

    "Commitment", as
applied to any Lender, means the Revolving Credit Commitment of such
Lender.

     

    "Contract Rights"
means any rights under contracts not yet earned by performance and not evidenced
by an instrument or chattel paper.

     

    "Covenant Compliance
Certificate" has the meaning given to such term in Section 7.1.

     

    "Credit Facility"
means the total revolving credit facility established under this Agreement in an
aggregate amount outstanding at any one time not to exceed the Maximum
Credit.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

     

    "Credit Guidelines"
means Borrower's customary credit and underwriting guidelines as of the date
hereof as set forth in Borrower's credit and underwriting guidelines manual, a
copy of which is attached as Exhibit E, as such
guidelines are amended from time to time, provided that such
amendments have been approved by Agent in writing in accordance with Section 8.14.

     

    "Credit Support
Document" means each Guaranty, and any letter of credit or other
undertaking of any Guarantor or other party in favor of Agent relating to the
Obligations.

     

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

     

    "Defaulting Lender"
has the meaning given to such term in Section
1.2(b)(iii).

     

    "Deposit Account" has
the meaning given to such term in the UCC.

     

    "Deposit Account Control
Agreement" means a Deposit Account Control Agreement among Borrower,
Agent and Wachovia Bank, National Association, pursuant to which Agent shall
have been granted a first priority lien and security interest in the deposit
account more particularly described therein.

     

    "Dollar" and "$" means freely
transferable United States dollars.

     

    "Early Termination
Fee" means the fee referred to in Section
2.7.

     

    "East Coast Time"
means the time in Providence, Rhode Island.

     

    "EBITDA" means, for
any period, the sum of the amounts for such period of consolidated (a) Net
Income of Parent and its Subsidiaries, (b) Interest Expense of Parent and
its Subsidiaries, (c) Taxes imposed on Borrower, and (d) the amount of
all depreciation and amortization allowances and other non-cash expenses of
Parent and its Subsidiaries (but excluding allowances for bad debt and provision
for losses).

     

    "Eligible Assignee"
means (a) an Approved Assignee or (b) any other Person (i) that
is a commercial bank, finance company, insurance company or other financial
institution or fund and that, in the ordinary course of business, extends credit
of the type contemplated herein; (ii) whose becoming an assignee would not
constitute a prohibited transaction under Section 4975 of the Internal
Revenue Code or Section 406 of ERISA; (iii) that is organized under
the laws of the United States or any State thereof; and (iv) that has
capital in excess of $1,000,000,000, provided, however, that
"Eligible Assignee" shall not include the Obligors, or any of the Obligors'
Affiliates, financial sponsors or Subsidiaries.

     

    
      
         

      

      
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    "Eligible Factored
Accounts" shall mean that portion of the Receivables Collateral
consisting of Purchased Accounts actually owing to Borrower, as assignee of the
Seller of such Purchased Accounts, by Account Debtors, subject to no known
counterclaim, defense, setoff or deduction (other than setoff rights of the
Government in the case of Government Purchased Accounts), excluding, however, in
any event, but without limitation, any Purchased Account: (i) as to which
Borrower is not in compliance with the provisions of Section 4.6 hereof;
(ii) for which the Account Debtor has not remitted full payment to the
Borrower within ninety (90) days past the date of purchase under any
Factoring Agreement; (iii) which is owing by any Account Debtor which is an
Affiliate of the Seller thereof, Borrower, any Subsidiary, any subsidiary of
such Seller or any shareholders, directors or officers of such Seller, Borrower,
any Subsidiary or any subsidiary of such Seller or is a Sanctioned Person;
(iv) except as provided in Section 4.6, the assignment of which is
subject to any requirements set forth in any Assignment of Claims Acts, unless
such requirements have been satisfied in all respects to Agent's satisfaction;
(v) which are Purchased Accounts then outstanding purchased from any one
Seller that exceed 10% in the aggregate of all Eligible Factored Accounts, to
the extent of such excess, unless otherwise approved by Agent; (vi) which
is then owing by any single Account Debtor that would cause the total Eligible
Factored Accounts then owing by such Account Debtor to exceed five percent (5%)
of all Eligible Factored Accounts, to the extent of such excess, , unless
otherwise approved by Agent; (vii) which is owing by an Account Debtor
located outside the United States (other than Canada), unless it is secured by
an irrevocable letter of credit, which letter of credit shall have been
confirmed by a financial institution acceptable to Agent and shall be in form
and substance acceptable to Agent and pledged to the Agent, for the ratable
benefit of Lenders, and otherwise is payable in full in United States Dollars;
(viii) which by its terms or by law may not be assigned or subjected to a
Lien; (ix) as to which the services giving rise to such account have not
been fully performed; (x) as to which any portion thereof is owing to any
Person other than Borrower, as assignee of a Seller, whether as a result of a
sale by Borrower of a participation in such account or otherwise, but only to
the extent of such portion; (xi) which is the subject of a known
contra-account because the Account Debtor under such Account is also Borrower's
or the applicable Seller's creditor or supplier, to the extent of such
contra-account; (xii) which is subject to any customer reserve or escrow,
to the extent thereof; or (xiii) which has otherwise been excluded by
Agent, which it reserves the right to do, in its sole discretion, for purposes
hereof.

     

    "Environmental Laws"
means all federal, state, local and foreign laws now or hereafter in effect
relating to pollution or protection of the environment, including laws relating
to emissions, discharges, releases or threatened releases of pollutants,
contaminants, chemicals, or industrial, toxic or hazardous substances or wastes
into the environment (including, without limitation, ambient air, surface water,
ground water, or land), or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, removal, transport, or handling
of pollutants, contaminants, chemicals, or industrial, toxic or hazardous
substances or wastes, and all regulations, notices or demand letters issued,
entered, promulgated or approved thereunder.

     

    "Equipment" has the
meaning given to such term in the UCC.

     

    "ERISA" means the
Employee Retirement Income Security Act of 1974, as in effect from time to
time.

     

    "Event of Default"
means an event described in Section 10.1.

     

    "Excluded Taxes" has
the meaning given to such term in Section 1.9.

     

    "Executive Order No.
13224" means Executive Order No. 13224 on Terrorist Financing,
effective September 24, 2001, as the same has been, or shall hereafter be,
renewed, extended, amended or replaced.

     

    
      
         

      

      
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    "Factoring Agreements"
shall mean, collectively, all factoring agreements, factoring and security
agreements, assignments of accounts, agreements for the sale and assignment of
accounts or billings and any other agreements pertaining to the purchase of
accounts to which Borrower is a party with any Seller and pursuant to which
Borrower purchases the accounts of any Seller.  "Factoring Agreement"
shall mean, individually, any of the foregoing.

     

    "Factoring
Documentation" shall mean, collectively, all Factoring Agreements, all
powers of attorney executed by any Seller in favor of Borrower in connection
with any factoring arrangement between such Seller and Borrower, all financing
statements between Borrower, as secured party, and any Seller, as debtor, filed
in connection with any such factoring arrangements, all guarantees of any such
factoring arrangements, all agreements, instruments, certificates, invoices,
promissory notes, chattel paper, bills of lading and other documents evidencing
or pertaining to any and all accounts which are factored pursuant to such
factoring arrangement and all other documentation relating to any such factoring
arrangement.

     

    "Federal Funds Rate"
means, for any period, a fluctuating interest rate per annum equal, for each day
during such period, to the weighted average of the rates on overnight Federal
Funds transactions with members of the Federal Reserve System arranged by
Federal Funds brokers, as published for such day (or, if such day is not a
Business Day, for the next preceding Business Day) by the Federal Reserve Bank
of New York, or, if such rate is not so published for any day that is a Business
Day, the average of the quotations for such day on such transactions received by
Agent from three Federal Funds brokers of recognized standing selected by
it.

     

    "Financing Statements"
has the meaning given to such term in the UCC.

     

    "Fiscal Quarter" means
a fiscal quarter of any Fiscal Year.

     

    "Fiscal Year" means
the fiscal year of Borrower that ends on the last day of December of each
year.

     

    "Fixed Charge Coverage
Ratio" means, for any period, the ratio of (i) EBITDA minus Unfunded Capital
Expenditures minus
taxes actually paid by Borrower in cash minus distributions and
dividends paid by Borrower in cash to (ii) Interest Expense of Parent and its
Subsidiaries, plus
scheduled principal payments on Indebtedness for Money Borrowed (other
than payments on Revolving Loan Advances) made by Borrower, in each case for
such period.

     

    "Foreign Lender" means
any Lender that is not a United States person, as such term is defined in
Section 7701(a)(30) of the Internal Revenue Code.

     

    "Fund" means any
Person (other than a natural person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its business.

     

    "GAAP" means generally
accepted accounting principles consistently applied and maintained throughout
the period indicated and, when used with reference to Borrower or any Subsidiary
of Borrower, consistent with the prior financial practices of
Borrower.

     

    "General Intangibles"
has the meaning given to such term in the UCC.

     

    
      
         

      

      
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    "Government" shall
mean the government of the United States or any political subdivision thereof,
including, without limitation, any state, county or municipality thereof,
together with any department, agency or instrumentality of any
thereof.

     

    "Governmental
Approvals" means all authorizations, consents, approvals, licenses and
exemptions of, registrations and filings with, and reports to, all governmental
bodies, whether federal, state, local or foreign national or provincial and all
agencies thereof.

     

    "Governmental
Authority" means any federal, state, local or foreign court or
governmental agency, authority, instrumentality or regulatory body.

     

    "Government Purchased
Accounts" shall mean Purchased Accounts as to which the Government is the
Account Debtor.

     

    "Guarantor" or "Guarantors" means
Parent, Brad Bernstein, Morry Rubin (or with respect to Brad Bernstein and Morry
Rubin, a replacement Guarantor is acceptable to Agent in its sole
discretion),  and each other Person guaranteeing to Agent, for the
benefit of the Lender Group, all or part of the Obligations.

     

    "Guaranty" or "Guaranties" means
each of (a) that certain Limited Guaranty and that certain Validity
Guaranty executed and delivered by Brad Bernstein, (b) that certain Limited
Guaranty and that certain Validity Guaranty executed and delivered
by  and Morry Rubin, (c) that certain Unlimited Guaranty executed
and delivered by Parent, and (d) any other guaranty executed and delivered
by a Guarantor, in each case in favor of Agent, for the benefit of the Lender
Group, in each case in form and substance satisfactory to Agent.

     

    "Highest Lawful Rate"
means, at any given time during which any Obligations shall be outstanding
hereunder, the maximum nonusurious interest rate, if any, that at any time or
from time to time may be contracted for, taken, reserved, charged or received on
the indebtedness under this Agreement, under the laws of the State of Rhode
Island (or the law of any other jurisdiction whose laws may be mandatorily
applicable notwithstanding other provisions of this Agreement and the other Loan
Documents), or under applicable federal laws that may presently or hereafter be
in effect and which allow a higher maximum nonusurious interest rate than under
the State of Rhode Island or such other jurisdiction's law, in any case after
taking into account, to the extent permitted by applicable law, any and all
relevant payments or charges under this Agreement and any other Loan Documents
executed in connection herewith, and any available exemptions, exceptions and
exclusions.

     

    "Indebtedness" of any
Person means, without duplication, all Liabilities of such Person, and to the
extent not otherwise included in Liabilities, the following: (a) all obligations
for Money Borrowed or for the deferred purchase price of property or services,
(b) all obligations (including, during the noncancellable term of any lease in
the nature of a title retention agreement, all future payment obligations under
such lease discounted to their present value in accordance with GAAP) secured by
any Lien to which any property or asset owned or held by such Person is subject,
whether or not the obligation secured thereby shall have been assumed by such
Person, (c) all obligations of other Persons which such Person has guaranteed,
including, but not limited to, all obligations of such Person consisting of
recourse liability with respect to accounts receivable sold or otherwise
disposed of by such Person, and (d) in the case of Borrower (without
duplication) all Obligations under the Loan Documents.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

     

    "Initial Term" means
the three (3) year period commencing on the Agreement Date.

     

    "Insolvency
Proceeding" means any proceeding commenced by or against any Person under
any provision of the Bankruptcy Code or under any other state or federal
bankruptcy or insolvency law, assignments for the benefit of creditors, formal
or informal moratoria, compositions, extensions generally with creditors, or
proceedings seeking reorganization, arrangement, or other similar
relief.

     

    "Installment" means,
with respect to any obligation, each installment of rent under, or payment of
(or in the nature of) principal of, such obligation that is stated or scheduled
(in accordance with the terms of such obligation) to be due and
payable.

     

    "Intangible Assets"
means, with respect to any Person, that portion of the book value of all of such
Person's assets that would be treated as intangibles under GAAP.

     

    "Interest Expense"
means for any period as determined in conformity with GAAP, total interest
expense, whether paid or accrued or due (including without limitation, in
respect of the Loans and Subordinated Indebtedness, if any) and payable,
including without limitation, the interest component of Capital Lease
obligations for such period, all bank fees, and net costs under interest rate
contracts.

     

    "Interest Rate" means
the LIBOR Rate, plus
the Applicable Margin.

     

    "Interested Party"
means any employee, agent, owner, partner, member, or shareholder of
Borrower.

     

    "Internal Revenue
Code" means the Internal Revenue Code of 1986, as in effect from time to
time.

     

    "Inventory" has the
meaning given to such term in the UCC.

     

    "Investment" means,
with respect to any Person; (a) the acquisition or ownership by such Person of
any share of capital stock, evidence of Indebtedness (which shall not include
funds on deposit in demand deposit accounts) or other security issued by any
other Person, (b) any loan, advance or extension of credit to, or
contribution to the capital of, any other Person, excluding advances to
employees in the ordinary course of business for business expenses, (c) the
obligations of any other Person that are guaranteed by such Person, (d) any
other investment in any other Person, and (e) any commitment or option to
make any of the investments listed in clauses (a) through (d)
above.

     

    "Investment Property"
has the meaning given to such term in the UCC.

     

    "Lender" and "Lenders" have the
respective meanings given to such terms in the preamble of this
Agreement.

     

    "Lender Group" means
the Agent and each Lender.

     

    
      
         

      

      
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    "Letter-of-credit
right" has the meaning given to such term in the UCC.

     

    "Leverage Ratio"
means, as of the last day of each calendar month, the ratio of
(a) (i) Indebtedness of Parent and its Subsidiaries as of such day on
a consolidated basis, minus
(ii) Subordinated Indebtedness, if any, of Borrower as of such day to
(b) (i) Adjusted Tangible Net Worth of Parent and its Subsidiaries as
of such day  on a consolidated basis, plus (ii) Subordinated
Indebtedness of Borrower as of such day.

     

    "Liabilities" of any
Person means all items (except for items of capital stock, additional paid-in
capital or retained earnings, or of general contingency or deferred tax
reserves) which in accordance with GAAP would be included in determining total
liabilities as shown on the liability side of a balance sheet of such Person as
at the date as of which Liabilities are to be determined.

     

    "LIBOR Rate" means as
of any date of determination during a calendar month, that rate for deposits in
Dollars for a 30-day period which appears on Telerate page 3750 as of 11:00 a.m.
(London time) on the first day of such calendar month.  If for any
reason such rate is not available, the LIBOR Rate shall be the rate appearing on
Reuters Screen LIBO Page as the London Interbank offered rate for deposits in
Dollars at approximately 11:00 a.m. (London Time) on the first day of such
calendar month for a 30-day period; provided, however, if more than one rate is
specified on Reuters Screen LIBO Page, the applicable rate shall be the
arithmetic mean of all such rates.  If for any reason none of the
foregoing rates is available, the LIBOR Rate shall be the rate determined by
Agent as the rate of interest at which Dollar deposits would be offered by the
London branch of a major U.S. bank to major banks in the offshore Dollar market
at their request at or about 11:00 a.m. (London Time) on the first day of such
calendar month for a 30-day period.  Each determination by Agent of
the LIBOR Rate shall, in the absence of any manifest error, be
conclusive.

     

    "Lien" as applied to
the property of Borrower or any Person means: (a) any mortgage, deed to secure
debt, deed of trust, lien, pledge, charge, lease constituting a Capitalized
Lease, conditional sale or other title retention agreement, or other security
interest, security title or encumbrance of any kind in respect of any property
of such Person, or upon the income or profits therefrom, (b) any
arrangement, express or implied, under which any property of such Person is
transferred, sequestered or otherwise identified for the purpose of subjecting
the same to the payment of Indebtedness or performance of any other obligation
in priority to the payment of the general, unsecured creditors of such Person,
and (c) the filing of, or any agreement to give, any financing statement
under the UCC or its equivalent in any jurisdiction, excluding informational
financing statements relating to property leased by such Person.

     

    "Loan Documents" means
collectively this Agreement, any Revolving Notes, the Security Documents, the
Credit Support Documents, and each other instrument, agreement or document
executed by Borrower, any Guarantor, or any other Person in connection with this
Agreement, whether prior to, on or after the Agreement Date.

     

    "Loans" means,
individually and collectively, a Revolving Loan Advance.

     

    
      
         

      

      
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    "Materially Adverse
Effect" means a material adverse effect on (a) the business, assets,
properties, financial condition, contingent liabilities or material agreements
of Borrower and its Subsidiaries taken as a whole, (b) the value of the
Collateral, (c) the Security Interest or the priority of the Security
Interest, (d) the respective ability of Borrower or any other obligor to
perform any material obligations under this Agreement or any other Loan
Document, or (e) the rights of or benefits available to the Lender Group
under, or the validity or enforceability of, any Loan Document.

     

    "Maximum Credit" means
the amount of $5,000,000; provided that Borrower may request that Agent and
Lenders increase the Maximum Credit in two (2) increments of $5,000,000 each up
to an amount not to exceed $15,000,000, which increases shall be requested by
Borrower's delivery to Agent in respect of each such increase a Maximum Credit
Increase Notice; and such increase shall be effective as of the effective date
indicated in a conforming Maximum Credit Increase Notice unless prior to such
proposed effective date Agent shall notify Borrower that Agent has determined
that the Maximum Credit Increase Conditions are not satisfied.

     

    "Maximum Credit Increase
Conditions" means as of any date of determination: (a) no Default or
Event of Default exists; (b) the Credit Guidelines have not been materially
amended or modified without Agent's written consent; (c) Agent's
determination that Borrower's provision of factoring services and the Factoring
Documentation complies with the Credit Guidelines in all material respects; and
(d) Agent shall have completed a satisfactory field examination of
Borrower's books, records, Factoring Documentation, and such other matters as
Agent may reasonably determine, within the last 60 days.

     

    "Maximum Credit Increase
Notice" means a written notice delivered to Agent requesting an increase
in the Maximum Credit in the amount of $5,000,000 which notice shall designate
an effective date for such increase that is no sooner than ten
(10) Business Days from the date of such notice and include a certification
from senior officers of Borrower that each of the Maximum Credit Increase
Conditions is satisfied.

     

    "Money Borrowed"
means, as applied to Indebtedness, (a) Indebtedness for money borrowed,
(b) Indebtedness, whether or not in any such case the same was for money
borrowed, (i) represented by notes payable, and drafts accepted, that
represent extensions of credit, (ii) constituting obligations evidenced by
bonds, debentures, notes or similar instruments, or (iii) upon which
interest charges are customarily paid or that was issued or assumed as full or
partial payment for property (other than trade credit that is incurred in the
ordinary course of business), (c) Indebtedness that constitutes a
Capitalized Lease, and (d) Indebtedness that is such by virtue of
clause (c) of the definition thereof, but only to the extent that the
obligations guaranteed are obligations that would constitute Indebtedness for
Money Borrowed.

     

    "Monthly Purchased Accounts
Turnover" means the number of days determined by multiplying the number
of days in the applicable month by a fraction, the numerator of which is equal
to the average of the unpaid balance of Purchased Accounts outstanding on the
first day of such month and on the last day of such month, and the denominator
of which is equal to the aggregate collections on all Purchased Accounts in such
month.

     

    
      
         

      

      
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    "Net Income" means, as
to any Person, the net income (or net loss) of such Person for the period in
question after giving effect to deduction of or provision for all operating
expenses, all taxes and reserves (including reserves for deferred taxes) and all
other proper deductions, all determined in accordance with GAAP, provided that
there shall be excluded: (a) the net income (or net loss) of any Person
accrued prior to the date it becomes a Subsidiary of, or is merged into or
consolidated with, the Person whose Net Income is being determined or a
Subsidiary of such Person, (b) the net income (or net loss) of any Person
in which the Person whose Net Income is being determined or any Subsidiary of
such Person has an ownership interest, except, in the case of net income, to the
extent that any such income has actually been received by such Person or such
Subsidiary in the form of cash dividends or similar distributions, (c) any
restoration of any contingency reserve, except to the extent that provision for
such reserve was made out of income during such period, (d) any net gains
or losses on the sale or other disposition, not in the ordinary course of
business, of Investments, business units and other capital assets, provided that
there shall also be excluded any related charges for taxes thereon, (e) any
net gain arising from the collection of the proceeds of any insurance policy,
(f) any write-up of any asset, and (g) any other extraordinary item
(as determined by GAAP).

     

    "Net Proceeds" means
proceeds received by Borrower or any of its Subsidiaries in cash from any Asset
Disposition (including, without limitation, payments under notes or other debt
securities received in connection with any Asset Disposition), net of:
(a) the transaction costs, fees and expenses of such sale, lease, transfer
or other disposition; (b) any tax liability arising from such transaction;
and (c) amounts applied to repayment of Indebtedness (other than the
Obligations) secured by a Lien on the asset or property disposed.

     

    "Non Government Purchased
Accounts" shall mean all Purchased Accounts other than Government
Purchased Accounts.

     

    "Notice of Borrowing"
means a telephonic or electronic notice followed by a confirming same-day
written notice requesting a Borrowing, which is given by telex or facsimile
transmission in accordance with the applicable provisions of this Agreement and
which specifies (i) the amount of the requested Borrowing, and
(ii) the date of the requested Borrowing.

     

    "Obligations" means,
in each case whether now in existence or hereafter arising, (a) the
principal of, and interest and premium, if any, on, the Loans, and (b) all
indebtedness, liabilities, obligations, covenants and duties of Borrower to the
Lender Group of every kind, nature and description arising under this Agreement,
or any of the other Loan Documents, or in connection with the Credit Facility,
whether direct or indirect, absolute or contingent, due or not due, contractual
or tortious, liquidated or unliquidated, and whether or not evidenced by any
note, and whether or not for the payment of money, including without limitation,
fees and expenses required to be paid or reimbursed pursuant to this
Agreement.

     

    "Obligor" means
Borrower and any Person who may now or in the future guaranty the payment and
performance of the whole or any part of the Obligations.

     

    "Other Taxes" has the
meaning given to such term in Section 1.9(e).

     

    "Overadvance" means,
as of any date of determination, the amount, if any, by which the outstanding
principal balance of Revolving Loan Advances exceeds the Borrowing
Base.

     

    
      
         

      

      
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    "Parent" means Anchor
Funding Services, Inc., a Delaware corporation.

     

    "Patriot Act" means
the Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, Publ. No. 107-56, 115 Stat. 272
(2001), as in effect from time to time.

     

    "Payment Taxes" has
the meaning given to such term in Section 1.9(a).

     

    "PBGC" means the
Pension Benefit Guaranty Corporation and any successor agency.

     

    "Permitted Discretion"
means a determination made in good faith and in the exercise of reasonable (from
the perspective of a secured asset-based lender) business judgment.

     

    "Permitted
Investments" means Investments of Borrower in: (a) Cash Equivalents;
(b) the Purchased Accounts; (c) loans, advances or other extensions of
credit to officers and employees not to exceed $50,000 in the aggregate
outstanding at any time; (d) overadvance to Sellers not to exceed at any time
$150,000 in the aggregate, and (e) other advances or extensions of credit
made by Borrower not to exceed $100,000 in the aggregate outstanding at any
time.

     

    "Permitted Liens"
means: (a) Liens securing taxes, assessments and other governmental charges
or levies (excluding any Lien imposed pursuant to any of the provisions of
ERISA) or the claims of materialmen, mechanics, carriers, warehousemen or
landlords for labor, materials, supplies or rentals incurred in the ordinary
course of business, but (i) in all cases only if payment shall not at the
time be due and payable or as to which the period of grace related thereto has
not expired or (ii) other than those being contested in good faith if adequate
reserves are made in accordance with GAAP, (b) Liens consisting of deposits
or pledges made in the ordinary course of business in connection with, or to
secure payment of, obligations under workers' compensation, unemployment
insurance or similar legislation or under payment or performance bonds,
(c) other Liens on real property owned by Borrower in the nature of zoning
restrictions, easements, and rights or restrictions of record on the use of real
property, which do not materially detract from the value of such property or
impair the use thereof in the business of Borrower, (d) purchase money
Liens or Liens in connection with Capitalized Leases, (e) Liens shown on
Schedule 6.5(a),
and (f) Liens of Agent arising under this Agreement and the other Loan
Documents.

     

    "Permitted Other
Distributions" means cash dividends or distributions made from and after
January 1, 2010 to the members of Borrower in an amount not to exceed $450,000
in the aggregate during any Fiscal Year of Borrower.

     

    "Permitted Tax
Distributions" means cash dividends or distributions to the members of a
Borrower with respect to each taxable year during which such Borrower is treated
as a partnership or ignored as an entity under the Code in an amount not to
exceed the aggregate of the maximum federal and state income tax liability of
the members of such Borrower (assuming that all of such members are taxed at the
maximum permissible federal rate and the maximum permissible state rate
applicable to the shareholder subject to the highest state rate) attributable to
the taxable income of such Borrower for such taxable year, computed in
accordance with the Code.

     

    
      
         

      

      
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    "Person" means any
individual, limited liability company, corporation, partnership, association,
trust or unincorporated organization, or a government or any agency or political
subdivision thereof.

     

    "Plan" means any
employee benefit plan as defined in Section 3(3) of ERISA in respect of
which Borrower or any Affiliate of Borrower is, or within the immediately
preceding six years was, an "employer" as defined in Section 3(5) of
ERISA.

     

    "Pledge Agreements"
means each of (a) that certain Pledge Agreement dated as of the Agreement
Date pursuant to which Parent pledges all of its membership interests in
Borrower, and (b) that certain Pledge Agreement dated as of the Agreement
Date pursuant to which Borrower pledge all of its membership interests in its
respective Subsidiaries, in each case in favor of Agent, for the benefit of the
Lender Group, and in each case in form and substance satisfactory to
Agent.

     

    "Pro Rata Share" means
with respect to all matters relating to any Lender, (a) with respect to the
Revolving Loan Advances, the percentage obtained by dividing (i) the Revolving
Credit Commitment of that Lender by (ii) the aggregate Revolving Credit
Commitments of all Lenders and (b) with respect to all Revolving Loan Advances
on and after the Termination Date, the percentage obtained by dividing (i) the
aggregate outstanding principal balance of the Revolving Loan Advances held by
that Lender, by (ii) the outstanding principal balance of the Revolving Loan
Advances held by all Lenders.

     

    "Purchased Accounts"
shall mean all accounts purchased by Borrower under the Factoring Agreements and
the bills of lading (if any) evidencing such accounts.

     

    "Proprietary Rights"
means all of Borrower's now owned and hereafter arising or acquired patents,
patent applications, inventions and improvements, copyrights, copyright
applications, literary rights, trademarks, trademark applications, trade names,
trade secrets, service marks, data bases, computer software and software
systems, including the source and object codes, information systems, discs,
tapes, customer lists, telephone numbers, credit memoranda, goodwill, licenses,
and other intangible property, and all other rights under any of the foregoing,
all extensions, renewals, reissues, divisions, continuations, and
continuations-in-part of any of the foregoing, all income, royalties, damages,
claims and payments now or hereafter due and/or payable under or with respect
thereto, including without limitation, damages and payments for past and future
infringement thereof, all rights to sue for past, present and future
infringement of any of the foregoing and all rights corresponding to any of the
foregoing throughout the world.

     

    "Receivables
Collateral" means and includes, all whether now owned or hereafter
acquired or arising, (a) any and all rights to the payment of money or
other forms of consideration of any kind (whether classified under the UCC as
Accounts, Contract Rights, Chattel Paper, General Intangibles, or otherwise)
including, but not limited to, payments under the Purchased Accounts, Accounts,
Letters-of-credit rights, chattel paper, tax refunds, insurance proceeds,
Contract Rights, notes, drafts, instruments, documents, acceptances, and all
other debts, obligations and liabilities in whatever form from any Person,
(b) all rights of Borrower under the Factoring Documentation, including,
without limitation, Borrower's collection rights against Sellers with respect to
accounts not paid by the Account Debtors with respect thereto, (c) all
bills of lading evidencing any of the foregoing, (d) all guarantees,
security and Liens for payment thereof, (e) all goods, whether sold,
delivered, undelivered, in transit or returned, which may be represented by, or
the sale or lease of which may have given rise to, any such right to payment or
other debt, obligation or liability, (f) all books, records, computer
tapes, programs, and ledger books arising therefrom or relating thereto, and
(g) all cash and non-cash proceeds, including insurance proceeds, of any of
the foregoing.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    "Reportable Event" has
the meaning set forth in Section 4043(b) of ERISA, but shall not include a
Reportable Event as to which the provision for thirty (30) days notice to
the PBGC is waived under applicable regulations.

     

    "Required Lenders"
means, at any time, Lenders which are then in compliance with their obligations
hereunder (as determined by Agent) and holding in the aggregate more than fifty
percent (50)% of (a) the Revolving Credit Commitments or (b) if the
Commitments have been terminated, the outstanding Loans and participation
interests.

     

    "Reserves" means
reserves established against the amount of the Revolving Loan Advances which
Agent in the exercise of its Permitted Discretion, deems necessary to ensure
payment of the Obligations.

     

    "Revenues" means all
money, funds, cash, proceeds, or payments of any kind received by Borrower from
all sources, including without limitation, all proceeds of Receivables
Collateral and other Collateral, including Net Proceeds, insurance proceeds, and
all proceeds from the Purchased Accounts and other Collateral, whether received
in cash, by check, by other instrument, or otherwise.

     

    "Revolving Credit
Commitment" means, as to each Lender, the commitment of such Lender to
make its pro rata portion of the Revolving Loan Advances in a principal amount
up to such Lender's Revolving Credit Commitment Percentage of the Maximum
Credit.

     

    "Revolving Credit Commitment
Percentage" means, for any Lender, the percentage identified as its
Revolving Credit Commitment Percentage as of the Closing Date on Schedule R, as
such percentage may be modified in connection with any assignment made in
accordance with the provisions of Section 13.4.

     

    "Revolving Credit
Facility" means that portion of the Credit Facility established under
this Agreement consisting of the Revolving Loan Advances in an aggregate amount
outstanding at any one time not to exceed the Revolving Credit
Limit.

     

    "Revolving Credit
Limit" means the revolving credit facility established under this
Agreement in an aggregate principal amount outstanding at any one time not to
exceed the Maximum Credit in effect from time to time.

     

    "Revolving Loan
Advance" means a revolving loan made to Borrower pursuant to this
Agreement and "Revolving Loan Advances" means more than one Revolving Loan
Advance and, collectively, all Revolving Loan Advances.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    "Revolving Note" or
"Revolving
Notes" means promissory notes issued by Borrower to Lenders that request
such notes pursuant to Section 1.1(b),
substantially in the form of Exhibit C, as
the same may be amended, restated, supplemented, or otherwise modified from time
to time.

     

    "Sanctioned Country"
means a country subject to the sanctions program identified on the list
maintained by OFAC and available at
http://www.treas.gov/offices/eotffc/ofac/sanctions /index.html or as otherwise
published from time to time.

     

    "Sanctioned Person"
means (i) a Person named on the list of Specially Designated Nationals or
Blocked Persons maintained by OFAC available at
http://www.treas.gov/offices/eotffc/ofac/sdn/index.html or as otherwise
published from time to time, or (ii) (A) an agency of the government of a
Sanctioned Country, (B) an organization controlled by a Sanctioned Country, or
(C) a Person resident in a Sanctioned Country, to the extent subject to a
sanctions program administered by OFAC.

     

    "Security" has the
meaning given to such term in Section 2(1) of the Securities Act of 1933, as
amended.

     

    "Security Documents"
means each of the following: (a) the Financing Statements, (b) the
Pledge Agreements, (c) the Deposit Account Control Agreements, and
(d) each other writing executed and delivered by Borrower or any other
Obligor securing the Obligations or any part thereof.

     

    "Security Interest"
means the Liens of Agent, for the benefit of the Lender Group, on and in the
Collateral created or affected hereby or by any of the Security Documents or
pursuant to the terms hereof or thereof.

     

    "Seller" shall mean
any Person who sells accounts to Borrower under a Factoring
Agreement.

     

    "Subordinated
Indebtedness" means any Indebtedness for Money Borrowed of Borrower that
is expressly subordinated to the Obligations on terms and conditions acceptable
to Agent in its Permitted Discretion.

     

    "Subsidiary" means,
(a) when used to determine the relationship of a Person to another Person,
a Person of which an aggregate of fifty percent (50%) or more of the stock of
any class or classes or fifty percent (50%) or more of other ownership interests
is owned of record or beneficially by such other Person, or by one or more
Subsidiaries of such other Person, or by such other Person and one or more
Subsidiaries of such Person, (i) if the holders of such stock, or other
ownership interests, (A) are ordinarily, in the absence of contingencies,
entitled to vote for the election of a majority of the directors (or other
individuals performing similar functions) of such Person, even though the right
so to vote has been suspended by the happening of such a contingency, or
(B) are entitled, as such holders, to vote for the election of a majority
of the directors (or individuals performing similar functions) of such Person,
whether or not the right so to vote exists by reason of the happening of a
contingency, or (ii) in the case of such other ownership interests, if such
ownership interests constitute a majority voting interest, and (b) when
used with respect to a Plan, ERISA or a provision of the Internal Revenue Code
pertaining to employee benefit plans, any other corporation, trade or business
(whether or not incorporated) which is under common control with Borrower and is
treated as a single employer with Borrower under Section 414(b) or
(c) of the Internal Revenue Code and the regulations
thereunder.

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    "Taxes" means any
federal, state, local or foreign income, sales, use, transfer, payroll,
personal, property, occupancy, franchise or other tax, levy, impost, fee,
imposition, assessment or similar charge, together with any interest or
penalties thereon.

     

    "Termination Date"
means the earliest to occur of: (a) the end of the Initial Term, or such
later date as to which the same may be extended pursuant to the provisions of
Section 1.6,
(b) such date as the Obligations shall have been accelerated pursuant to
the provisions of Section 10.2, or
(c) such date as all Obligations shall have been indefeasibly paid in full
and the Revolving Credit Facility shall have been terminated.

     

    "Termination Event"
means (a) a Reportable Event, or (b) the filing of a notice of intent
to terminate a Plan, or the treatment of a Plan amendment as a termination,
under Section 4041(c) of ERISA, or (c) the institution of proceedings
to terminate a Plan by the PBGC under Section 4042 of ERISA, or (d) the
appointment of a trustee to administer any Plan.

     

    "Textron" has the
meaning given to such term in the preamble of this Agreement.

     

    "UCC" means the
Uniform Commercial Code as in effect from time to time in the state of Rhode
Island.

     

    "Unfunded Capital
Expenditures" means all Capital Expenditures, other than those Capital
Expenditures that are financed with the proceeds of Indebtedness for Money
Borrowed (other than Revolving Loan Advances).

     

    "Unused Line Fee"
means the fee required to be paid to Agent for the benefit of Lenders at the end
of each calendar month, in arrears, as partial compensation for extending the
Revolving Credit Facility to Borrower, and shall be determined by multiplying
(a) the positive difference, if any, between (i) the Revolving Credit Limit
in effect at such time and (ii) the average daily Revolving Loan Advances
outstanding during such calendar month by (b) .375% per annum for the number of
days in said calendar month.

     

    General.  Unless
otherwise defined, all terms used in this Agreement that are defined in the UCC
shall have the meaning give them in the UCC.  All terms of an
accounting nature not specifically defined in this Agreement shall have the
meaning ascribed them by GAAP.  References to any legislation or
statute or code, or to any provision thereof, shall include any modification or
reenactment of, or any legislative, statutory or code provision substituted for,
such legislation, statute or code or provision thereof.  The words
"hereof", "herein" and "hereunder" and words of similar import when used in this
Agreement shall refer to the Agreement as a whole and not to any particular
provision of this Agreement, unless otherwise specifically
provided.  References in this Agreement to "Articles", "Sections",
"Schedules" or "Exhibits" shall be to Articles, Sections, Schedules or Exhibits
of or to this Agreement unless otherwise specifically provided.  Any
of the terms defined in this Section may, unless the context otherwise requires,
be used in the singular or plural depending on the
reference.  "Include", "includes" and "including" shall be deemed to
be followed by "without limitation" whether or not they are in fact followed by
such words or words of like import.  "Writing", "written" and
comparable terms refer to printing, typing, computer disk, e-mail and other
means of reproducing words in a visible form.  References to any
agreement or contract are to such agreement or contract as amended, modified or
supplemented from time to time in accordance with the terms hereof and
thereof.  References to any Person include the successors and
permitted assigns of such Person.  References "from" or "through" any
date mean, unless otherwise specified, "from and including" or "through and
including", respectively.

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

     

    ARTICLE
I -LOANS, RENEWAL AND TERMINATION

     

    
      	
              1.1  

            	
              Credit
      Facility.  

            


    

     

    
      	
              (a)  

            	
              Revolving Credit
      Commitment.  (i) Each of the Lenders agrees, for so long
      as no Default or Event of Default exists and subject to the terms of this
      Agreement, to severally make Loans and other financial accommodations to
      Borrower in an amount equal to the lesser of: (A) the Maximum Credit; or
      (B) Revolving Loan Advances from time to time in an aggregate amount
      at any time outstanding up to the amount of the Borrowing Base at such
      time.

            

       

    
      
        	
                (ii)

              	
                No
      Lender shall be obligated at any time to make available to Borrower
      Revolving Credit Commitment Percentage of any Revolving Loan Advance to
      the extent such amount plus its Revolving Credit Commitment Percentage of
      the aggregate amount of outstanding Revolving Loan Advances would exceed
      such Lender's Revolving Credit Commitment at such time.  The
      aggregate balance of Revolving Loan Advances shall not at any time exceed
      the Revolving Credit Limit.  No Lender shall be obligated to
      make available, nor shall Agent make available (except pursuant to and in
      accordance with Section
      1.2(b)(vi)), any Revolving Loan Advances to Borrower to the extent
      such Revolving Loan Advance when added to the then outstanding Revolving
      Loan Advances would cause the aggregate outstanding Revolving Loan
      Advances to exceed the Borrowing Base.  If at any time (A) the
      amount of all Revolving Loan Advances outstanding exceeds (B) the lesser
      of (1) the Revolving Credit Limit and (2) the Borrowing Base, Borrower
      immediately shall make a mandatory prepayment to Agent for the ratable
      benefit of Lenders in an amount not less than such excess within one
      (1) Business Day of the request by
Agent.

              


      

    

     

    
      	
              (b)  

            	
              Revolving
      Notes.  If so requested by a Lender (at or at any after
      the Closing Date), the obligations of Borrower to repay the Revolving Loan
      Advances to such Lender and to pay interest thereon shall be evidenced by
      a separate Revolving Note to such Lender, with appropriate
      insertions.  One Revolving Note shall be payable to the order of
      each Lender that so requests a Revolving Note, and each such Revolving
      Note shall be in a principal amount equal to such Lender's Revolving
      Credit Commitment and shall represent the joint and several obligations of
      Borrower to pay such Lender the amount of such Lender's Revolving Credit
      Commitment or, if less, the aggregate unpaid principal amount of all
      Revolving Loans made by such Lender hereunder, plus interest
      accrued thereon, as set forth herein.  Borrower irrevocably
      authorizes each Lender that has been issued a Revolving Note to make or
      cause to be made appropriate notations on its Revolving Note, or on a
      record pertaining thereto, reflecting Revolving Loan Advances and Agent
      Advances and repayments thereof.  The outstanding amount of the
      Revolving Loan Advances set forth on such Lender's Revolving Note or
      record shall be prima facie evidence
      of the principal amount thereof owing and unpaid to such Lender, but the
      failure to make such notation or record, or any error in such notation or
      record shall not limit or otherwise affect the obligations of Borrower
      hereunder or under any Revolving Note to make payments of principal of or
      interest on any Revolving Note when due.  Any of the foregoing
      to the contrary notwithstanding, any lack of a Lender's request to be
      issued a Revolving Note shall not, in any manner, diminish Borrower's
      obligation to repay the Revolving Loan Advances made by such Lender,
      together with all other amounts owing to such Lender by
      Borrower.

            


    

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    
      	
              (c)  

            	
              Request for Increase
      in Maximum Credit.  Agent and Lenders agree that Borrower
      may, on any Business Day after the Closing Date and so long as (i) no
      Default or Event of Default has occurred and is continuing, (ii) the
      Maximum Credit is not less than $15,000,000 as of such date, and (c)
      increased Revolver Commitments provided for this Section 1.1(c)
      are syndicated to the reasonable satisfaction of Agent (it being
      understood that as of the date hereof neither the Agent or any Lender has
      any Revolver Commitments provided for under this Section 1.1(c),
      deliver a written notice to Agent (an "Increase Notice") requesting an
      increase in the aggregate Maximum Credit in an aggregate amount of up to
      $10,000,000 (the "Requested Increase").  If Borrower delivers an
      Increase Notice, each Lender shall have the option but no obligation to
      participate in the Requested Increase. If a Lender shall elect in its sole
      discretion to participate a Requested Increase, such participation shall
      be on a pro rata basis effected by delivering a written notice to the
      Agent and Borrower within ten (10) Business Days of such Lender's receipt
      of the Increase Notice (it being agreed and understood that such Lender
      shall be deemed to have elected not to participate in the Requested
      Increase if it does not respond to the Increase Notice within ten (10)
      Business Days of its receipt thereof).  If one or more of the
      Lenders elects not to participate in the Requested Increase, then the
      Lenders participating in the Requested Increase may, at their option,
      elect to participate in such remaining portion of the Requested Increase
      (with such remaining portion to be allocated ratably among such
      participating Lenders based on a pro rata basis or as otherwise may be
      agreed by such participating Lenders).After giving effect to the
      procedures described in this Section 1.1(c),
      each Lender participating in the Requested Increase shall have its
      Revolving Credit Commitment increased to the extent of its
      participation.  Borrower agrees to execute such amendments and
      supplements to this Agreement and the Security Documents as Agent
      reasonably deems necessary in connection with a Requested
      Increase.  No more than two (2) Increase Notices may be
      delivered by Borrower pursuant to this Section 1.1(c).  In
      connection with any increase of the Revolving Credit Commitments that
      occurs pursuant to this Section 1.1(c),
      Borrower shall pay any closing fees as may be agreed among Borrower and
      Agent.

            


    

     

    
      	
              1.2  

            	
              Borrowing
      Procedures.

            


    

     

    
      	
              (a)  

            	
              Subject
      to the provisions of Section 9.2,
      and provided that there does not then exist a Default or an Event of
      Default, each of the Lenders severally agrees to lend to Borrower at any
      time or from time to time on or after the Closing Date and before the
      Maturity Date, such Lender's Revolving Credit Commitment Percentage of the
      Loans as may be requested or deemed requested by
  Borrower.

            


    

     

    
      	
              (b)  

            	
              (i) Except
      as otherwise provided in clause (ii) of this Section 1.2(b),
      each request for a Revolving Loan Advance shall be made by a transmission
      to Agent of a Notice of Borrowing from Borrower given not later than 1:00
      p.m. East Coast Time and shall, if requested by Agent or required pursuant
      to Section 7.7,
      be accompanied by a complete and accurate Borrowing Base Certificate, and
      shall be confirmed by Borrower with Agent by telephone; provided, that
      Agent shall at any time have the right to review and adjust, in the
      exercise of its Permitted Discretion, any calculation set forth in the
      Borrowing Base Certificate or the Notice of Borrowing (A) to reflect
      Agent's reasonable estimate of declines in value of any of the Collateral
      described in such Borrowing Base Certificate, and (B) to the extent
      such calculation is not in accordance with this Agreement. Borrower shall
      make no more than five (5) request for Revolving Loan Advances per
      calendar week.  Revolving Loan Advances may be repaid and
      reborrowed in accordance with the provisions hereof.  Agent
      shall be entitled to rely upon, and shall be fully protected in relying
      upon, any Notice of Borrowing believed by Agent to be
    genuine.

            


    

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    Agent
shall give to each Lender prompt notice (but in no event later than
3:00 p.m. East Coast Time on the date of Agent's receipt of notice from
Borrower) of each Notice of Borrowing by telecopy, telex or cable (other than
any Notice of Borrowing which will be funded by Agent in accordance with
subsection (b)(ii) below).  No later than 3:00 p.m. East Coast
Time on the date which a Borrowing is requested to be made pursuant to the
applicable Notice of Borrowing, each Lender will make available to Agent at the
address of Agent set forth on the signature pages hereto, in immediately
available funds, its Revolving Credit Commitment Percentage of such Borrowing
requested to be made (unless such funding is to be made by Agent in accordance
with subsection (b)(ii) below).  Unless Agent shall have been
notified by any Lender prior to the date of Borrowing that such Lender does not
intend to make available to Agent its portion of the Borrowing to be made on
such date, Agent may assume that such Lender will make such amount available to
Agent as required above and Agent may, in reliance upon such assumption, make
available the amount of the Borrowing to be provided by such
Lender.  Upon fulfillment of the conditions set forth in Article IX for
such Borrowing, Agent will make such funds available to Borrower at the account
specified by Borrower in such Notice of Borrowing.

     

    (ii)           If
the amounts described in subsection (b)(i) of this Section 1.2 are
not in fact made available to Agent by a Lender (such Lender being hereinafter
referred to as a "Defaulting Lender")
and Agent has made such amount available to Borrower, Agent shall be entitled to
recover such corresponding amount on demand from such Defaulting
Lender.  If such Defaulting Lender does not pay such corresponding
amount forthwith upon Agent's demand therefor, Agent shall promptly notify
Borrower and Borrower shall immediately (but in no event later than five (5)
Business Days after such demand) pay such corresponding amount to
Agent.  Agent shall also be entitled to recover from such Defaulting
Lender and Borrower, (A) interest on such corresponding amount in respect
of each day from the date such corresponding amount was made available by Agent
to Borrower to the date such corresponding amount is recovered by Agent, at a
rate per annum equal to either (1) if paid by such Defaulting Lender, the
overnight Federal Funds Rate or (2) if paid by Borrower, the then
applicable rate of interest, calculated in accordance with Section 1.3,
plus
(B) if paid by Defaulting Lender, an amount equal to any costs (including
legal expenses) and losses incurred as a result of the failure of such
Defaulting Lender to provide such amount as provided in this
Agreement.  Nothing herein shall be deemed to relieve any Lender from
its obligation to fulfill its commitments hereunder or to prejudice any rights
that Borrower may have against any Lender as a result of any default by such
Lender hereunder, including the right of Borrower or Agent to seek reimbursement
from any Defaulting Lender for any amounts paid by Borrower under clause (B)
above on account of such Defaulting Lender's default.

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

     

    (iii)           The
failure of any Lender to make the Loan to be made by it as part of any Borrowing
shall not relieve any other Lender of its obligation, if any, hereunder to make
its Loan on the date of such Borrowing, but no Lender shall be responsible for
the failure of any other Lender to make the Loan to be made by such other Lender
on the date of any Borrowing.

     

    (iv)           Each
Lender shall be entitled to earn interest at the then applicable rate of
interest, calculated in accordance with this Article I, on
outstanding Revolving Loan Advances which it has funded to Agent from the date
such Lender funded such Revolving Loan Advance to, but excluding, the date on
which such Lender is repaid with respect to such Revolving Loan
Advance.

     

    (v)           [Reserved.]

     

    (vi)           Agent
hereby is authorized by Borrower and Lenders, from time to time in Agent's
Permitted Discretion unless Agent's authorization is revoked by the Required
Lenders, (A) after the occurrence and during the continuance of a Default
or an Event of Default, or (B) at any time that any of the other applicable
conditions precedent set forth in Article IX have
not been satisfied, to make Revolving Loan Advances to Borrower on behalf of
Lenders that Agent, in its Permitted Discretion, deems necessary or desirable
(x) to preserve or protect the Collateral, or any portion thereof,
(y) to enhance the likelihood of repayment of the Obligations, or
(z) to pay any other amount chargeable to Borrower pursuant to the terms of
this Agreement, including the costs, fees, and expenses described in Section 13.7
(any of the Revolving Loan Advances described in this Section 1.2(b)(vii)
shall be referred to as "Agent
Advances").  Each Agent Advance shall be deemed to be a
Revolving Loan Advance hereunder and all payments thereon shall be payable to
Agent solely for its own account.

     

    (vii)           The
Agent Advances shall be repayable on demand, secured by the Liens granted to
Agent hereunder and under the other Loan Documents, constitute Obligations
hereunder, and bear interest at the rate applicable from time to time to
Revolving Loan Advances.

     

    
      	
              (c)  

            	
              Borrower
      shall reimburse each Lender and hold each Lender harmless from any loss or
      expense such Lender may sustain or incur as a consequence of the failure
      of Borrower to borrow additional Loans after Borrower has requested (or is
      deemed to have requested) such additional Loans, including any such loss
      or expense arising from the liquidation or re-employment of funds obtained
      by such Lender to maintain the Loans or from fees payable to terminate the
      deposits from which such funds were
obtained.

            


    

     

    
      	
              1.3  

            	
              Interest.

            


    

     

    
      	
              (a)  

            	
              Interest
      shall accrue on the outstanding principal balance of the Loans at the
      Interest Rate.  All interest accrued on the outstanding
      principal balance of the Loans shall be calculated on the basis of a year
      of three hundred sixty (360) days and the actual number of days elapsed in
      each month.  Accrued interest shall be added to the outstanding
      principal balance of the Loans on the first Business Day of each calendar
      month following the month in which such interest
      accrues.  Notwithstanding the foregoing, if the LIBOR Rate
      ceases at any time to be publicly quoted, discontinued or otherwise
      unavailable as a standard for calculating interest for financial
      accommodations of the type contemplated under this Agreement, a comparable
      reference rate designated by Agent as a substitute therefor shall be the
      LIBOR Rate.

            


    

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

     

    
      	
              (b)  

            	
              Upon
      the occurrence and during the continuation of an Event of Default, which
      Event of Default is not cured to the satisfaction of Agent within ten (10)
      days from the date such Event of Default first occurred, the unpaid
      principal balance of the Revolving Loan Advances shall bear interest at a
      per annum rate equal to the Interest Rate plus two percent (2%) per annum
      effective as of and from the date such Event of Default first occurred, as
      determined by Agent.

            


    

     

    
      	
              1.4  

            	
              Charges to Loan
      Account.

            


    

     

      At
Agent's option, exercised in Agent's sole discretion, Agent may (a) deduct the
aggregate amount of principal, interest, fees, costs, expenses, and other
charges and amounts provided for in this Agreement or in any other Loan
Documents from any Revolving Loan Advance on the due date thereof, (b) treat
such amounts as a Revolving Loan Advance or (c) disburse such amount by way of
direct payment, which such disbursement shall be deemed to be a Revolving Loan
Advance.

     

    
      	
              1.5  

            	
              Allocation of
      Payments; Pro Rata Treatment and Limit of
      Interest.  

            


    

     

    
      	
              (a)  

            	
              Each
      Borrowing of Loans shall be made pro rata according to the respective
      Revolving Credit Commitment Percentages of
  Lenders.

            


    

     

    
      	
              (b)  

            	
              Prior
      to the occurrence of an Event of Default, all Revenues received by Agent
      or any Lender from Borrower shall be applied to the Obligations as
      follows:  first, to pay
      pro rata any fees and expenses then due to Agent hereunder or under the
      Loan Documents until paid in full, second, to
      repay the principal amount of all outstanding Obligations until paid in
      full, and third, to pay
      interest then due and owing in respect of the Loans.  Each
      payment on account of any fees pursuant to Article II
      shall be made pro rata in accordance with the respective amounts due and
      owing.  Each payment (other than prepayments) by Borrower on
      account of principal of and interest on the Loans shall be allocated,
      subject to Section 1.7,
      pro rata among Lenders in accordance with the respective principal amounts
      of their outstanding Loans.

            


    

     

    
      	
              (c)  

            	
              Upon
      the occurrence and during the continuance of an Event of Default, all
      Revenues received by Agent or any Lender from Borrower shall be applied to
      the Obligations as follows:

            


    

     

    FIRST, to
the payment of all reasonable out of pocket costs and expenses (including
reasonable attorneys' fees) of Agent in connection with enforcing the rights of
Lenders under the Loan Documents and to any Agent Advances;

     

    SECOND,
to payment of any fees owed to Agent hereunder or under any other Loan
Document;

     

    THIRD, to
the payment of all reasonable out-of-pocket costs and expenses, (including
reasonable attorneys' fees) of each of the Lenders in connection with enforcing
its rights under the Loan Documents;

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

     

    FOURTH,
to the payment of the outstanding principal amount of the Loans, pro rata, as
set forth below;

     

    FIFTH, to
all other Obligations that shall have become due and payable under the Loan
Documents and not repaid pursuant to clauses "FIRST" through "FOURTH" above;
and

     

    SIXTH, to
the payment of the surplus, if any, to the Borrower or other Person lawfully
entitled to received such surplus.

     

    In
carrying out the foregoing, each of the Lenders shall receive an amount equal to
its pro rata share (based on the proportion of its outstanding amounts in each
clause) of amounts available to be applied pursuant to clauses "THIRD",
"FOURTH", and "FIFTH" above.

     

    
      	
              (d)  

            	
              Lenders
      do not intend to charge interest at a rate in excess of the highest rate
      permitted by Applicable Law.  Interest on any outstanding
      principal balance shall be spread over the entire period that such
      principal balance is outstanding.  Any excess interest charges
      paid by Borrower to Lenders shall be applied to reduce the outstanding
      principal balance of the
Obligations.

            


    

     

    
      	
              1.6  

            	
              Renewal and
      Termination.  

            


    

     

    
      	
              (a)  

            	
              This
      Agreement and the Commitments made hereunder shall expire on the
      Termination Date.  Borrower may terminate this Agreement on a
      date other than the Termination Date, by payment to Agent of the Early
      Termination Fee as provided in Section 2.7,
      together with all other payments due upon such termination as provided in
      this Agreement.  The Lender Group may terminate this Agreement
      at any time during the existence of an Event of
  Default.

            


    

     

    
      	
              (b)  

            	
              Upon
      the termination of this Agreement for any reason, Borrower shall be
      required to pay, discharge and satisfy, no later than the effective date
      of such termination, the Loans, all accrued and unpaid interest and fees,
      any Early Termination Fee, and all other non-contingent Obligations then
      outstanding.

            


    

     

    
      	
              (c)  

            	
              All
      undertakings, agreements, covenants, warranties and representations of
      Borrower contained in this Agreement and the other Loan Documents shall
      survive any such termination, and Agent shall retain each and every
      Security Interest, and Agent and Lenders shall retain all other rights and
      remedies of Agent and Lenders, as applicable, under this Agreement and the
      other Loan Documents, notwithstanding such termination until Borrower has
      paid the amounts described in Section
      1.6(b).

            


    

     

    
      	
              (d)  

            	
              Notwithstanding
      the payment in full of the Loans, all accrued and unpaid interest and
      fees, any Early Termination Fee, and all other non-contingent Obligations
      outstanding, Agent shall not be required to terminate its Security
      Interests unless, with respect to any loss or damage Agent may incur as a
      result of dishonored checks or other items of payment received by Agent
      from Borrower or any Account Debtor and applied to the Obligations, Agent
      shall (i) have received a written agreement executed by Borrower and
      Borrower shall use its best efforts to obtain a written agreement executed
      by any Person whose loans or other advances to Borrower are used in whole
      or in part to satisfy the Obligations, the indemnification of Agent for
      any such loss or damage; or (ii) have retained such monetary reserves and
      its Security Interest for such period of time as Agent, in its Permitted
      Discretion, may deem necessary to protect it from any such loss or
      damage.

            


    

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

     

    
      	
              1.7  

            	
              Payments by
      Borrower.

            


    

     

      Borrower
shall make each payment hereunder and under the Revolving Notes not later than
1:00 pm East Coast Time on the day when due.  Payments made by
Borrower shall be in Dollars to Agent at its address referred to in Section 13.6 in
immediately available funds without deduction, withholding, setoff or
counterclaim.  As soon as practicable after Agent receives payment
from Borrower, but in no event later than one Business Day after such payment
has been made, subject to Section 1.2(d)(ii),
Agent will cause to be distributed like funds relating to the payment of
principal, interest, or fees (other than amounts payable to Agent to reimburse
Agent for fees and expenses payable solely to them pursuant to Article II) or
expenses payable to Agent and Lenders in accordance with Section 13.7
ratably to Lenders, and like funds relating to the payment of any other amounts
payable to such Lender.  Borrower's obligations to Lenders with
respect to such payments shall be discharged by making such payments to Agent
pursuant to this Section 1.7 or
if not timely paid or any Event of Default then exists, may be added to the
principal amount of the Revolving Loan Advances outstanding.

     

    
      	
              1.8  

            	
              Sharing of
      Payments.

            


    

     

      Subject
to Section 1.7, if
any Lender shall obtain any payment (whether voluntary, involuntary, through the
exercise of any right of setoff upon the consent of Agent) on account of the
Loans made by it in excess of its pro rata share of such payment as provided in
this Agreement, such Lender shall forthwith purchase from the other Lenders such
participations in the Loans made by them as shall be necessary to cause such
purchasing Lender to share the excess payment accruing to all Lenders in
accordance with their respective ratable shares as provided for in this
Agreement; provided, however, that if all
or any portion of such excess is thereafter recovered from such purchasing
Lender, such purchase from each Lender shall be rescinded and each such Lender
shall repay to the purchasing Lender the purchase price to the extent of such
recovery together with an amount equal to such Lender's ratable share (according
to the proportion of (i) the amount of such Lender's required repayment to (ii)
the total amount so recovered from the purchasing Lender) or any interest or
other amount paid or payable by the purchasing Lender in respect to the total
amount so recovered.  Borrower agrees that any Lender so purchasing a
participation from another Lender pursuant to this Section 1.8 may, to
the fullest extent permitted by law, exercise all of its rights of payment
(including the right of setoff upon the consent of Agent) with respect to such
participation as fully as if such Lender were the direct creditor of Borrower in
the amount of such participation.

     

    
      	
              1.9  

            	
              Taxes.

            


    

     

    
      	
              (a)  

            	
              All
      payments made by Borrower hereunder or under any Revolving Note will be,
      except as provided in Section 1.9(b),
      made free and clear of, and without deduction or withholding for, any
      present or future taxes, levies, imposts, duties, fees, assessments or
      other charges of whatever nature now or hereafter imposed by any
      Governmental Authority or by any political subdivision or taxing authority
      thereof or therein with respect to such payments (but excluding any tax
      imposed on or measured by the net income or profits or gross receipts of a
      Lender pursuant to the laws of the United States or the jurisdiction in
      which it is organized or the jurisdiction in which the principal office or
      applicable lending office of such Lender is located or any subdivision
      thereof or therein (the "Excluded
      Taxes")) and all interest, penalties or similar liabilities with
      respect thereto (all such non-excluded taxes, levies, imposts, duties,
      fees, assessments or other charges being referred to collectively as
      "Payment
      Taxes").  If any Payment Taxes are so levied or imposed,
      Borrower agrees to pay the full amount of such Payment Taxes, and such
      additional amounts as may be necessary so that every payment of all
      amounts due under this Agreement or any other Loan Document, after
      withholding or deduction for or on account of any Payment Taxes, will not
      be less than the amount provided for herein or
      therein.  Borrower agrees to indemnify and hold harmless each
      Lender, and reimburse such Lender upon its written request, for the amount
      of any Payment Taxes so levied or imposed and paid by such
      Lender.

            


    

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

     

    
      	
              (b)  

            	
              Each
      Foreign Lender agrees to deliver to Borrower and Agent on or prior to the
      Closing Date, or in the case of a Lender that is an assignee or transferee
      of an interest under this Agreement pursuant to Section 13.4(c)
      (unless the respective Lender was already a Lender hereunder immediately
      prior to such assignment or transfer), on the date of such assignment or
      transfer to such Foreign Lender, two accurate and complete original signed
      copies of Internal Revenue Service Form W-8 BEN, W-8 ECI or W-8 IMY, as
      applicable (or successor forms) certifying such Foreign Lender's
      entitlement to a complete exemption from United States withholding tax
      with respect to payments to be made under this Agreement and under any
      Revolving Note.  In addition, each Foreign Lender agrees that it
      will deliver updated versions of the foregoing, as applicable, whenever
      the previous certification has become obsolete or inaccurate in any
      material respect, together with such other forms as may be required in
      order to confirm or establish the entitlement of such Foreign Lender to a
      continued exemption from or reduction in United States withholding tax
      with respect to payments under this Agreement and any Revolving
      Note.  Notwithstanding anything to the contrary contained in
      Section
      1.9(a), but subject to the immediately succeeding sentence, (x)
      Borrower shall be entitled, to the extent it is required to do so by law,
      to deduct or withhold Payment Taxes imposed by the United States (or any
      political subdivision or taxing authority thereof or therein) from
      interest, fees or other amounts payable hereunder for the account of any
      Foreign Lender to the extent that such Foreign Lender has not provided to
      Borrower Internal Revenue Service Forms that establish a complete
      exemption from such deduction or withholding and (y) Borrower shall not be
      obligated pursuant to Section 1.9(a)
      to gross-up payments to be made to a Foreign Lender in respect of Payment
      Taxes imposed by the United States if such Foreign Lender has not provided
      to Borrower the Internal Revenue Service Forms required to be provided to
      Borrower pursuant to this Section 1.9(b).  Notwithstanding
      anything to the contrary contained in the preceding sentence or elsewhere
      in this Section
      1.9, Borrower agrees to pay additional amounts and to indemnify
      each Foreign Lender in the manner set forth in Section 1.9(a)
      (without regard to the identity of the jurisdiction requiring the
      deduction or withholding) in respect of any amounts deducted or withheld
      by it as described in the immediately preceding sentence as a result of
      any changes after the Closing Date in any applicable law, treaty,
      governmental rule, regulation, guideline or order, or in the
      interpretation thereof, relating to the deducting or withholding of
      Payment Taxes.

            


    

     

    
      	
              (c)  

            	
              Each
      Lender agrees to use reasonable efforts (including reasonable efforts to
      change its lending office) to avoid or to minimize any amounts that might
      otherwise be payable pursuant to this Section 1.9;
      provided,
      however,
      that such efforts shall not cause the imposition on such Lender of any
      additional costs or legal or regulatory burdens deemed by such Lender in
      its sole discretion to be material.

            


    

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

    

     

    
      	
              (d)  

            	
              If
      Borrower pays any additional amount pursuant to this Section 1.9
      with respect to a Lender, such Lender shall use reasonable efforts to
      obtain a refund of tax or credit against its tax liabilities on account of
      such payment; provided that such Lender shall have no obligation to use
      such reasonable efforts if either (i) it is in an excess foreign tax
      credit position or (ii) it believes in good faith, in its sole discretion,
      that claiming a refund or credit would cause adverse tax consequences to
      it.  In the event that such Lender receives such a refund or
      credit, such Lender shall pay to Borrower an amount that such Lender
      reasonably determines is equal to the net tax benefit obtained by such
      Lender as a result of such payment by Borrower.  In the event
      that no refund or credit is obtained with respect to Borrower's payments
      to such Lender pursuant to this Section 1.9,
      then such Lender shall upon request provide a certification that such
      Lender has not received a refund or credit for such
      payments.  Nothing contained in this Section 1.9
      shall require a Lender to disclose or detail the basis of its calculation
      of the amount of any tax benefit or any other amount or the basis of its
      determination referred to in the proviso to the first sentence of Section 1.9(a)
      to Borrower or any other party.

            


    

     

    
      	
              (e)  

            	
              In
      addition, Borrower agrees to pay any present or future stamp, documentary,
      privilege, intangible or similar Taxes or any other excise or property
      Taxes, charges or similar levies that arise at any time or from time to
      time (other than Excluded Taxes) (i) from any payment made under any and
      all Loan Documents, (ii) from the transfer of the rights of any Lender
      under any Loan Documents to any other Lender or Lenders or (iii) from the
      execution or delivery by Borrower of, or from the filing or recording or
      maintenance of, or otherwise with respect to, any and all Loan Documents
      (hereinafter referred to as "Other
      Taxes").

            


    

     

    
      	
              (f)  

            	
              Borrower
      will indemnify each Lender and Agent for the full amount of Payment Taxes
      (including, without duplication, any Payment Taxes imposed by any
      jurisdiction on amounts payable under this Section 1.9),
      subject to (i) the exclusion set out in the first sentence of Section 1.9(a),
      and (ii) the provisions of Section 1.9(b),
      and will indemnify each Lender and Agent for the full amount of Other
      Taxes (including, without duplication, any Payment Taxes imposed by any
      jurisdiction on amounts payable under this Section 1.9)
      paid by such Lender or Agent (on its own behalf or on behalf of any
      Lender), as the case may be, in respect of payments made or to be made
      hereunder, and any liability (including penalties, interest and expenses)
      arising solely therefrom or with respect thereto, whether or not such
      Payment Taxes or Other Taxes were correctly or legally
      asserted.  Payment of this indemnification shall be made within
      thirty (30) days from the date such Lender or Agent, as the case may be,
      makes written demand therefor.

            


    

     

    
      	
              (g)  

            	
              Within
      thirty (30) days after the date of any payment of Payment Taxes or Other
      Taxes, the applicable Borrower shall furnish to Agent, at its address
      referred to in Section 13.6,
      the original or certified copy of a receipt evidencing payment
      thereof.

            


    

     

    
      	
              (h)  

            	
              Without
      prejudice to the survival of any other agreement of Borrower hereunder,
      the agreements and obligations of Borrower contained in this Section 1.9
      shall survive the payment in full of all Obligations hereunder and under
      any Revolving Notes.

            


    

     

    
      
         

      

      
        26

        
          

        

      

      
         

      

    

     

    ARTICLE
II -FEES

     

    
      	
              2.1  

            	
              Closing Date
      Fees.

            


    

     

      On
the Closing Date, Borrower shall pay to Agent a fee (the "Closing Fee") equal
to $150,000, which Closing Fee shall be non-refundable in any circumstance and
shall be fully earned by Agent on the Closing Date; provided that the
Closing Fee shall be payable in the amount of $50,000 on the Closing Date and
two subsequent installments of $50,000 each on the first and second
anniversaries of the Agreement Date; provided further, that in the
event this Agreement is terminated for any reason prior to the third anniversary
of the Agreement Date, the unpaid balance of the Closing Fee shall be payable in
full as of such termination date.  Promptly after the Closing Date
Agent shall return to Borrower the unused portion of the $60,000 deposit
received by Agent in connection with the issuance to Borrower of Agent's
commitment letter.

     

    
      	
              2.2  

            	
              Unused Line
      Fee.

            


    

     

      Commencing
January 31, 2009 and on the last Business Day of each calendar month thereafter
Borrower shall pay to Agent, for the benefit of Lenders, the Unused Line Fee due
in respect of such calendar month then ending, which Unused Line Fee shall
accrue from and including the January 1, 2009 until, but not including, the
Termination Date; provided that as of
the first anniversary of the Closing Date and for each calendar month thereafter
for purposes of calculating the Unused Line Fee the amount of the Revolving
Credit Limit shall be deemed to be $15,000,000 or such greater amount as may be
in effect under this Agreement at any time.

     

    
      	
              2.3  

            	
              Field Examination
      Fee.

            


    

     

      For
each field examination of the books, records and other assets of Borrower, in
each case performed by one or more employees or agents of Agent, Borrower shall
pay to Agent a field examination fee in an amount equal to $1,000 (or such other
amount as Agent shall establish from time to time on notice to Borrower) for
each day spent by each such employee in performing and/or summarizing the
results of such examination (including all necessary travel time) plus all
reasonable "out-of-pocket" expenses.  Field examinations shall be
performed by Agent no less frequently than quarterly and, upon the occurrence of
an Event of Default, as often as Agent shall require in its Permitted
Discretion, and each field examination fee shall be payable by Borrower to Agent
on the date on which such field examination is performed.

     

    
      	
              2.4  

            	
              Wire Transfer
      Fee.

            


    

     

      For
each wire transfer initiated by Agent to or for the benefit of Borrower,
Borrower shall pay to Agent a fee of $25.00 or such higher amount as Agent shall
reasonably establish from time to time.

     

    
      	
              2.5  

            	
              Collateral Management
      Fee.

            


    

     

      Borrower
shall pay Agent a monthly collateral management fee in an amount equal to
$1,500.  This fee shall be due and payable monthly, in arrears, on the
last day of each month and on the Termination Date.

     

    
      	
              2.6  

            	
              Costs and
      Expenses.

            


    

     

      Borrower
agrees to reimburse Agent for all reasonable out-of-pocket expenses incurred by
Agent in connection with the Loans, including, but not limited to, filing fees,
tax, lien and judgment search fees, fees of outside auditors, bank fees, outside
attorneys' fees, and any other reasonable fees or
expenses.  

     

    
      
         

      

      
        27

        
          

        

      

      
         

      

    

     

    
      	
              2.7  

            	
              Early Termination
      Fee.

            


    

     

      If
for any reason this Agreement is terminated by Borrower prior to the Termination
Date, in view of the impracticality and extreme difficulty of ascertaining
actual damages and by mutual agreement of the parties as to a reasonable
calculation of lost profits of Agent and Lenders as a result thereof, Borrower
agrees to pay to Agent, for the benefit of Lenders, upon the effective date of
such termination, an Early Termination Fee in an amount equal to the following
percentage of the Maximum Credit corresponding to the period in which the
termination date occurs:

     

    
      	
              Percentage of Maximum
Credit

            	
              Period

            
	
              2.0%

            	
              From
      Agreement Date to and including the first anniversary of the Agreement
      Date

            
	
              1.0%

            	
              From
      the first anniversary of the Agreement Date to and including the second
      anniversary of the Agreement Date

            


    

    


    The Early
Termination Fee shall be presumed to be the amount of damages sustained by Agent
and Lenders as a result of such early termination, and Borrower agrees that it
is reasonable under the circumstances currently existing.  In
addition, Agent and Lenders shall be entitled to the Early Termination Fee upon
the termination of this Agreement by Lender on account of any Event of Default
as provided in Section 10.2 or
the occurrence of an Event of Default described in Section 10.1(h).  The
Early Termination Fee shall be deemed included in the Obligations.

     

    ARTICLE
III - GRANT OF SECURITY INTEREST

     

    
      	
              3.1  

            	
              Grant of Security
      Interest.

            


    

     

      To
secure the payment, performance and observance of the Obligations, Borrower
grants, and hereby assigns, mortgages, and pledges, to Agent, for the benefit of
the Lender Group, all of the Collateral, and grants to Agent, for the benefit of
the Lender Group, a continuing security interest in, and a Lien upon, and a
right of set off against, all of the Collateral.

     

    
      	
              3.2  

            	
              Continued Priority of
      Security Interest.

            


    

     

    
      
        	
                (a)

              	
                The
      Security Interest granted by Borrower shall at all times be valid,
      perfected and enforceable against Borrower and all third parties in
      accordance with the terms of this Agreement, as security for the
      Obligations, and the Collateral shall not be at any time subject to any
      Liens that are prior to, or on parity with or junior to the Security
      Interest, other than Permitted Liens.  Borrower represents and
      warrants that none of the lenders holding a Permitted Lien has a security
      interest in the Collateral superior in priority to the Lien of Agent
      granted under this Agreement.

              


      

    

     

    
      
        	
                (b)

              	
                Borrower
      shall, at it sole cost and expense, take all action that may be necessary
      or desirable, or that either Agent may reasonably request, so as at all
      times to maintain the validity, perfection, enforceability and rank of the
      Security Interest in the Collateral in conformity with the requirements of
      this Article
      III, or to enable Agent to exercise or enforce its rights
      hereunder.

              


      

    

     

    
      
         

      

      
        28

        
          

        

      

      
         

      

    

     

    
      	
              (c)  

            	
              Borrower
      covenants and agrees that from and after the Agreement Date and until the
      Termination Date, subject to Sections 3.3
      and 3.4:

            


    

     

    
      	
              (i)  

            	
              In
      the event that any Collateral, including proceeds, is evidenced by or
      consists of negotiable collateral (including without limitation letters of
      credit, Letter-of-credit rights, instruments, promissory notes, draft
      documents or chattel paper (including electronic and tangible chattel
      paper)), and if and to the extent that perfection or priority of Agent's
      security interest is dependent on or enhanced by possession, Borrower,
      immediately upon the request of Agent, shall endorse and deliver physical
      possession of such negotiable collateral or chattel paper to
      Agent;

            


    

     

    
      	
              (ii)  

            	
              Borrower
      shall take all steps reasonably necessary to grant Agent control of all
      electronic chattel paper in accordance with the UCC and all "transferable
      records" as defined in each of the Uniform Electronic Transaction Act and
      the Electronic Signatures in Global and National Commerce Act;
      and

            


    

     

    
      	
              (iii)  

            	
              if
      Borrower retains possession of any chattel paper or instruments with
      Agent's consent, such chattel paper and instruments shall be marked with
      the following legend: "This writing and the obligations evidenced or
      secured thereby are subject to the security interest of Textron Financial
      Corporation, as agent for the benefit of
  Lenders."

            


    

     

    
      	
              (d)  

            	
              At
      any time upon the request of Agent, Borrower shall execute (or cause to be
      executed) and deliver to Agent, any and all financing statements, original
      financing statements in lieu of continuation statements, fixture filings,
      security agreements, pledges, assignments, endorsements of certificates of
      title, and all other documents (the "Additional
      Documents") upon which Borrower's signature may be required that
      Agent may request in its Permitted Discretion, in form and substance
      satisfactory to Agent, to perfect and continue the perfection of or better
      perfect Agent's Liens in the Collateral (whether now owned or hereafter
      arising or acquired), and in order to consummate fully all of the
      transactions contemplated hereby and under the other Loan
      Documents.  To the maximum extent permitted by Applicable Law,
      Borrower authorizes Agent to execute any such Additional Documents in
      Borrower's name and authorizes Agent to file such executed Additional
      Documents in any appropriate filing office.  Borrower authorizes
      Agent to transmit, communicate or, as applicable, file any financing
      statement under the UCC, record, in-lieu financing statement, amendment,
      correction statement, continuation statement, termination statement or
      other instrument describing the Collateral as defined herein, as "all
      personal property of Debtor" or "all assets of Debtor" or words of similar
      effect in such jurisdictions and in such filing offices as Agent may deem
      necessary or desirable in order to perfect any security interest granted
      by Borrower under this Agreement and the other Loan Documents without
      signature.  Borrower hereby ratifies, to the extent necessary,
      Agent's authorization to file a financing statement, if such financing
      statement has been pre-filed by Agent prior to the Agreement
      Date.  Prior to repayment in full and final discharge of the
      Obligations, Borrower shall not terminate, amend or file a correction
      statement with respect to any financing statement filed pursuant to this
      Section 3.2(d)
      without Agent's prior written
consent.

            


    

     

    
      	
              (e)  

            	
              Borrower
      shall promptly notify Agent in writing upon incurring or otherwise
      obtaining a commercial tort claim, as that term is defined in the UCC,
      after the date hereof against any third party and, upon request of Agent,
      promptly amend Schedule 3.2(e)
      to this Agreement, authorize the filing of additional or amendments to
      existing financing statements and do such other acts or things deemed
      necessary or desirable by Agent to give Agent a security interest in any
      such commercial tort claim.

            


    

     

    
      	
              (f)  

            	
              Borrower
      shall mark its books and records as directed by Agent and as may be
      necessary or appropriate to evidence, protect and perfect the Security
      Interest and shall cause its financial statements to reflect the Security
      Interest.

            


    

     

    
      
         

      

      
        29

        
          

        

      

      
         

      

    

     

    ARTICLE
IV - REPRESENTATIONS, WARRANTIES AND COVENANTS APPLICABLE TO PURCHASED ACCOUNTS
AND RECEIVABLES COLLATERAL.

     

      

    Borrower
hereby represents, warrants and covenants to Agent and Lenders as
follows:

     

    
      	
              4.1  

            	
              Bona Fide
      Accounts.

            


    

     

      Each
Purchased Account arises or will arise under a contract between the Account
Debtor and Borrower or the Seller of an account to Borrower under a Factoring
Agreement, or from the bona fide sale or delivery of goods to or performance of
services by Borrower or such Seller for, the Account Debtor.

     

    
      	
              4.2  

            	
              Good Title; No
      Existing Encumbrances.

            


    

     

      Borrower
has good title to each Purchased Account.  The Purchased Accounts are
free and clear of all Liens thereon other than any Permitted Encumbrances and
Liens in favor of the Agent, for the benefit of Lenders, and no financing
statement covering a Purchased Account is on file in any public office against
Borrower or to its knowledge, after reasonable investigation based on
information supplied to Borrower by Sellers and reputable third party providers,
any Seller, other than any evidencing Permitted Encumbrances and other than any
evidencing Borrower's interest therein as purchaser thereof under a Factoring
Agreement each of which financing statements has been assigned to the Agent, for
the ratable benefit of Lenders.

     

    
      	
              4.3  

            	
              Right to Assign; No
      Further Encumbrances.

            


    

     

      Borrower
has full right, power and authority to make this assignment of the Purchased
Accounts and hereafter will not pledge, hypothecate, grant a security interest
in, sell, assign, transfer, or otherwise dispose of the Purchased Accounts, or
any interest therein.

     

    
      	
              4.4  

            	
              Collateral
      Account.

            


    

     

     

    (a)           Simultaneously
herewith, Borrower shall establish and maintain with Wachovia Bank, National
Association, a Cash Concentration Account into which Borrower shall transfer and
deliver all cash, checks, drafts, items and other instruments for the payment of
money which it now has or may have at any time hereafter as proceeds of the
Receivables Collateral and, pending such transfer and delivery, Borrower shall
be deemed to hold same in trust for the benefit of Lenders.  All
balances in the Cash Concentration Account shall be applied by the Agent on a
daily basis in payment of principal amounts outstanding under the Revolving
Notes and then to any other Obligations then due and payable in such order as
Agent shall determine from time to time.  Borrower shall not be
entitled to draw on the Cash Concentration Account.  The
Agent  and Required Lenders may, additionally, at any time after the
occurrence of an Event of Default, direct Account Debtors to make payments on
the Purchased Accounts, or portions thereof, directly to Agent for the benefit
of Lenders, and the Account Debtors are hereby authorized and directed to do so
by Borrower upon Agent's and the Required Lenders' direction, and the funds so
received shall be also deposited in the Cash Concentration Account, and applied
as aforesaid.

     

    
      
         

      

      
        30

        
          

        

      

      
         

      

    

     

    (b)           In
addition to the foregoing, at the request of Agent and Required Lenders at any
time hereafter when a Default or Event of Default has occurred and is
continuing, Borrower shall cause to be established with Wachovia Bank, National
Association, one or more special lockbox accounts for the collection of
Purchased Accounts.  Such lockbox accounts shall be subject to the
Agent's exclusive control, for the benefit of Lenders, pursuant to an agreement
among Borrower, the Agent and Lenders, in form and substance satisfactory to
Agent.  From and after the date of establishment of any lockbox
account, Borrower shall direct all Account Debtors to make remittances directly
to such lockbox or, in the case of Government Purchased Accounts, cause the
lockbox address to be indicated as the remitting address on all bills of lading
evidencing Government Purchased Accounts, provided that, to the extent any of
the foregoing remittances then or thereafter are remitted by electronic funds
transfer, then, in lieu of the foregoing, Borrower shall cause the deposit
account to which such remittances are made, if not the Cash Concentration
Account, be a deposit account under the control of Agent and/or take such other
actions as Agent may request to give effect hereto.  Upon Borrower's
failure, refusal or inability to undertake any of the foregoing, the Agent may
do so, and the Account Debtors are hereby authorized and directed to do so by
Borrower upon the Agent's direction.  Funds received in such lockbox
account shall be applied as provided in the preceding clause (a).

     

    
      	
              4.5  

            	
              Power of
      Attorney.

            


    

     

      Borrower
irrevocably designates and appoints the Agent its true and lawful attorney
either in the name of the Agent or in the name of Borrower to ask for, demand,
sue for, collect, compromise, compound, receive, receipt  for and give
acquittances for any and all sums owing or which may become due upon any
Purchased Account and, in connection therewith, to take any and all actions as
Agent may deem necessary or desirable in order to realize upon the Purchased
Accounts or any other Receivables Collateral, including, without limitation,
power to endorse in the name of Borrower, any checks, drafts, notes or other
instruments received in payment of or on account of the Purchased Accounts
(including, without limitation, any such checks, drafts, notes or other
instruments which are payable to the Sellers of Purchased Accounts), upon the
failure, refusal or inability of Borrower to do so after Agent's reasonable
request or at any time after a Default or Event of Default has occurred which is
then continuing; but, neither the Agent nor Lenders shall be under any duty to
exercise any such authority or power or in any way be responsible for the
collection of the Purchased Accounts.  This power of attorney shall
extend to and include, without limitation, the power, under the circumstances
described hereinabove in this Section 4.5, to
execute in Borrower's name as its attorney-in-fact any Factoring Documentation,
either in the name of Borrower or, where Borrower has been granted a power of
attorney by any Seller, in the name of the Seller.

     

    
      	
              4.6  

            	
              Purchased
      Accounts.

            


    

     

    (a)           Borrower
represents and warrants that it has heretofore delivered to Agent, or made
available to Agent for review, true and correct copies of all of its Factoring
Documentation and all of such Factoring Documentation is in full force and
effect on the date hereof.  Borrower further represents and warrants
that it has filed appropriate financing statements in all appropriate
jurisdictions with respect to Purchased Accounts against all Sellers and that
Borrower has a first priority lien on all Purchased Accounts existing on the
date hereof.

     

    
      
         

      

      
        31

        
          

        

      

      
         

      

    

     

    (b)           The
following provisions shall apply with respect to Borrower's factoring business
as it relates to the acceptability to Agent for borrowing purposes of Purchased
Accounts hereunder:

     

    (i)           all
Factoring Documentation shall be in form and substance satisfactory to Agent,
which shall require, in any event, that (A) Borrower shall verify to its
reasonable satisfaction that the Person(s) executing Factoring Documentation on
behalf of any Seller are duly authorized and empowered to do so; (B) other than
Purchased Accounts owing from trucking enterprises factored under Borrower's
"TruckerFunds" trade style, all Factoring Agreements shall provide that accounts
purchased thereunder are purchased on a full recourse basis; (C) Borrower has a
first priority security interest in all Purchased Accounts of the Seller party
thereto and in all bills of lading (if any are issued) evidencing such Purchased
Accounts, (D) all such Factoring Documentation shall be fully assignable to the
Agent, for the ratable benefit of Lenders, and (E) the Factoring Documentation
with respect to each Seller shall include a power of attorney in favor of
Borrower and, as to all Factoring Documentation obtained subsequent to the date
hereof the Agent as well, pursuant to which the Borrower or the Agent, on its
behalf, as the case may be, shall have the right to endorse and cash checks from
Account Debtors to such Seller and otherwise to take actions required to collect
the Purchased Accounts of such Seller;

     

    (ii)           prior
to purchasing accounts from all Sellers, Borrower shall confirm the correct
corporate or other entity name of such Seller by obtaining a corporate good
standing certificate, letter or equivalent document from the Secretary of State
of such Seller's state of organization or by other methods acceptable to Agent
(which may include reputable third party verifications);

     

    (iii)           prior
to purchasing accounts from any Seller, Borrower shall (1) cause lien searches
(for a period of five (5) years) to be conducted in the name of such Seller, by
a reputable firm engaged in the business of conducting lien searches or by the
appropriate filing officer pursuant to a UCC 11 or equivalent request, in the
offices where UCC financing statements are required to be filed to perfect a
security interest in accounts (2) in the event that any such searches
disclose that any Person has a Lien on such Seller's accounts which would be
prior to Borrower's Lien thereon, Borrower shall promptly obtain the release or
subordination of such Lien, in a manner satisfactory to Agent, and
(3) subsequent to conducting such searches and causing the filing of any
required releases and subordinations and the financing statements described in
clause (iv) below (if not previously filed), Borrower shall cause follow-up lien
searches to be performed, in the manner described hereinabove, to confirm all
such filings (unless Borrower has filed such financing statement releases or
subordinations directly and obtained recording officer acknowledgment copies
thereof);

     

    (iv)           Borrower
shall cause to be filed appropriate UCC financing statements with respect to all
Purchased Accounts of all Sellers showing the Seller, as debtor, and Borrower,
as secured party; provided, however, that Agent shall have the right, on
Lenders' behalf, at any time or from time to time from and after the occurrence
of, and during the continuation of, any Default or Event of Default, to require
that Borrower assign to Agent all UCC financing statements then filed by
Borrower against Sellers of Purchased Accounts pursuant to this clause (iv) and
file same of record or, at Agent's option, to itself file or record any one or
more of such assignments on behalf of Borrower as its attorney-in-fact; it being
understood and agreed by Borrower that Borrower shall not assign its rights
under any such financing statement to any other Person nor terminate same or
issue any partial releases in regard thereto, unless and until the obligations
of any such Seller to Borrower giving rise to the filing of such financing
statement have been fully and finally paid;

     

    
      
         

      

      
        32

        
          

        

      

      
         

      

    

     

    (v)           Borrower
shall at all times comply with the applicable Assignment of Claims Acts with
respect to Government Purchased Accounts;

     

    (vi)           pursuant
to this Agreement, the Agent, for the benefit of Lenders, shall have a lien on
and security interest in all of the Purchased Accounts and all of the Factoring
Documentation (including without limitation, in all powers of attorney from
Sellers to Borrower), and in all of Borrower's rights under the Factoring
Documentation and the Purchased Accounts and with respect thereto, and Borrower
shall from time to time, at Agent's request, execute and deliver in favor of the
Agent such further documents, instruments and agreements as may be necessary or
appropriate to evidence such lien and security interest;

     

    (vii)           without
limitation of the foregoing, all Factoring Agreements (other than bills of
lading, UCC financing statements and agreements for the sale and assignment of
government billings) shall be conspicuously marked with the following legend
"This writing and the obligations evidenced or secured thereby are subject to
the security interest of Textron Financial Corporation, as agent for the benefit
of itself and certain other financial institutions." and, after the occurrence
of, and during the continuation of, a Default or an Event of Default, at the
request of Agent, Borrower shall  deliver all original Factoring
Documentation then in, or thereafter coming into, Borrower's possession or
control (including, particularly, all bills of lading) to the Agent or to such
Person as the Agent shall direct;

     

    (viii)                      at
Agent's request, Borrower shall execute and deliver to the Agent a separate
power of attorney, in form and substance satisfactory to Agent (in addition to
the power of attorney contained in Section 4.5 hereof), authorizing the Agent,
as Borrower's attorney-in-fact, to endorse and cash checks from Account Debtors
to Sellers of Purchased Accounts and to otherwise take all actions required to
collect the Purchased Accounts of such Sellers.

     

    (ix)           Notwithstanding
the foregoing, Agent shall have the right to review from time to time, and in
the reasonable exercise of its credit judgment, to require additional changes,
including, without limitation, as to the forms of Factoring Documentation used
by Borrower and the purchase, collection and other operating procedures of
Borrower.

     

    
      
         

      

      
        33

        
          

        

      

      
         

      

    

     

    ARTICLE
V - PROCEEDS OF COLLATERAL AND COLLECTIONS

     

    With
respect to the Collateral proceeds, Borrower hereby represents, warrants and
covenants to Agent and Lenders as follows:

     

    
      	
              5.1  

            	
              Borrower's Proceeds of
      Collateral.

            


    

     

      Borrower
shall establish and maintain, at its expense, a Lockbox, in the sole discretion
of Agent, with such banks as are acceptable to Agent pursuant to documentation
(including a Lockbox Agreement) satisfactory to Agent, in its discretion, into
which Borrower shall pay to Agent all proceeds of Collateral, including Net
Proceeds, immediately upon Borrower's receipt thereof.  The receipt of
any payment item by Lender (whether from transfers to Lender pursuant to the
Lockbox Agreement or otherwise) shall not be considered a payment on account
unless such payment item is a wire transfer of immediately available federal
funds made to Agent's account or unless and until such payment item is honored
when presented for payment.  Anything to the contrary contained in
this Agreement notwithstanding, any payment item shall be deemed received by
Agent only if it is received into Agent's account on a Business Day on or before
1:00 p.m. East Coast Time.  From and after the Closing Date, Agent
shall be entitled to charge Borrower for one (1) Business Day of "clearance" or
"float" at the Interest Rate on all collections that are received (regardless of
whether forwarded by the deposit banks to Agent).  This clearance or
float charge on all collections is acknowledged by the parties to constitute
bargained for consideration of the pricing of the financing of Borrower and
shall apply irrespective of whether or not there are any outstanding monetary
Obligations.

     

    
      	
              5.2  

            	
              Collection of
      Collateral.

            


    

     

    
      	
              (a)  

            	
              Borrower
      shall promptly deposit or cause to be deposited all Revenues into the
      Lockbox.  Borrower shall direct and instruct all of its Account
      Debtors to directly remit to such Lockbox all payments on Receivables
      Collateral and all other payments constituting Revenues, in the identical
      form in which such payments are made, whether by cash, check or other
      manner of payment.  If, notwithstanding such instructions,
      Borrower receives any Revenues, upon receipt by Borrower of any such
      Revenues, Borrower shall receive such payments as the Lender Group's
      trustee, and Borrower shall within one (1) Business Day deliver such
      payments to Agent in their original form duly endorsed in
      blank.  Borrower agrees that all payments made to the Lockbox or
      other funds received and collected by Agent, whether in respect of the
      Receivables Collateral, as other Revenues, or otherwise, shall be subject
      to Agent's sole control and shall be treated as payments to the Lender
      Group in respect of the Obligations and therefore shall constitute the
      property of the Lender Group to the extent of the amount of the
      outstanding Obligations.

            


    

     

    
      	
              (b)  

            	
              Agent
      or its designee may, in Agent's sole discretion, at any time during which
      an Event of Default exists, notify Account Debtors of the Security
      Interest and collect Purchased Accounts directly from Account Debtors and
      charge the collection costs and expenses to Borrower as additional
      Loans.  Whether or not a Default or an Event of Default has
      occurred, any of Agent's officers, employees or agents shall have the
      right, at any time or times hereafter, in the name of the Lender Group,
      any designee of the Lender Group, or Borrower, to verify the validity,
      amount or any other matter relating to any Purchased Accounts by mail,
      telephone, electronic communication or otherwise.  Borrower
      shall cooperate fully with Agent in an effort to facilitate and promptly
      conclude any such verification
process.

            


    

     

    
      
         

      

      
        34

        
          

        

      

      
         

      

    

     

    ARTICLE
VI - GENERAL REPRESENTATIONS AND WARRANTIES

     

    Borrower
represents and warrants to Agent and Lenders, as of the date of this Agreement
and at all times that any Lender makes Loans to Borrower for the account of
Borrower, as follows:

     

    
      	
              6.1  

            	
              Existence, Power and
      Authority; Affiliates of
Borrower.

            


    

     

    (a) Organization;
Qualification.  Borrower is a limited liability company duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization, as identified in Schedule 6.1(a),
having the power and authority to own its properties and to carry on its
business as now being and hereafter proposed to be conducted, and Borrower is
duly qualified and authorized to do business in the jurisdictions listed on
Schedule 6.1(a)
and in each jurisdiction in which the nature of its business or the ownership
and characteristics of its property requires such qualification or
authorization, except where the failure to be so qualified would not have a
Materially Adverse Effect.  The jurisdictions in which Borrower is
qualified to do business as a foreign entity as of the Closing Date are listed
on Schedule 6.1(a).

     

    
      	
              (b)  

            	
              Power.  Borrower
      has the right and power, and has taken all necessary action to authorize
      it, to execute, deliver and perform the Loan Documents in accordance with
      their respective terms.  Each of the Loan Documents has been
      duly executed and delivered by the duly authorized officers of Borrower
      and each is, or each when executed and delivered in accordance with this
      Agreement will be, a legal, valid and binding obligation of Borrower,
      enforceable against Borrower in accordance with its terms.  All
      of the transactions contemplated under the Loan Documents are within
      Borrower's powers and are not in contravention of law or the terms of
      Borrower's certificate of organization, articles of organization,
      operating agreement, or other organizational documentation, or any
      material agreement or undertaking to which Borrower is a party or by which
      Borrower or its property is bound, and does not result in the creation or
      imposition of any lien, charge or encumbrance upon any assets of Borrower,
      other than the Lien of Agent.

            


    

     

    
      	
              (c)  

            	
              Borrower's
      Affiliates.  Borrower does not have any Affiliates or
      Subsidiaries except as set forth on Schedule 6.1(c).  Schedule 6.1(c)
      sets forth a correct and complete list of the name and relationship to
      Borrower of (and the ownership interest of Borrower in) each and all of
      Borrower's Affiliates and
Subsidiaries.

            


    

     

    
      	
              (d)  

            	
              Capitalization.  The
      outstanding membership interests of Borrower have been duly and validly
      issued and are fully paid and nonassessable, and the number and owners of
      such membership interests of Borrower are set forth on Schedule 6.1(d).  Except
      as set forth on Schedule 6.1(d),
      there are no existing warrants, options, or commitments of any kind or
      nature convertible into membership interests of any class of
      Borrower.

            


    

     

    
      	
              (e)  

            	
              Business.  Borrower
      is engaged principally in the business of providing factoring
      services.

            


    

     

    
      
         

      

      
        35

        
          

        

      

      
         

      

    

     

    
      	
              6.2  

            	
              Compliance with Other
      Agreements and Applicable
Law.

            


    

     

      Except
as set forth on Schedule 6.2,
Borrower is not in default under, or in violation in any respect of, any
material agreement, contract, instrument or other commitment to which Borrower
is a party or by which Borrower or its property is bound, and Borrower is in
compliance in all material respects with all Governmental Approvals applicable
to or required in connection with the conduct of Borrower's business and
affairs, and Borrower is otherwise in compliance in all material respects with
all Applicable Laws. 

     

    
      	
              6.3  

            	
              Absence of
      Litigation.

            


    

     

      Except
as set forth on Schedule 6.3,
there are no actions, proceedings or investigations pending or threatened
against Borrower, or any of its assets, which, if adversely determined against
Borrower can reasonably be expected to have a Materially Adverse Effect on the
assets, financial condition or business prospects of Borrower.

     

    
      	
              6.4  

            	
              Taxes and
      Returns.

            


    

     

      Except
as set forth on Schedule 6.4,
Borrower has timely filed all tax returns which Borrower is required by law to
file or has obtained valid extensions, and all taxes and other sums related to
the payment of taxes owing by Borrower to any governmental authority have been
fully paid and Borrower maintains adequate reserves to pay such tax liabilities
as they accrue, unless being diligently contested in good faith and for which
adequate reserves under GAAP exist.

     

    
      	
              6.5  

            	
              Lien Priority and
      Nature of Certain
Collateral.

            


    

     

    
      	
              (a)  

            	
              Liens.  Agent
      has a perfected first priority security interest in the Collateral and,
      except for the Liens described on Schedule 6.5(a)
      and the other Permitted Liens, none of the properties and assets of
      Borrower is subject to any Lien.  Other than the Financing
      Statements of Agent pursuant to this Agreement, no financing statement
      under the UCC of any state or other instrument evidencing a Lien that
      names Borrower as debtor has been filed (and has not been terminated) in
      any state or other jurisdiction, and  Borrower has not signed
      any such financing statement or other instrument or any security agreement
      authorizing any secured party thereunder to file any such financing
      statement or instrument, except to perfect the Liens listed on Schedule 6.5(a)
      and the other Permitted Liens.

            


    

     

    
      	
              (b)  

            	
              Title.  Except
      as set forth on Schedule 6.5(b)
      or as otherwise permitted hereunder, Borrower has valid and legal title to
      or leasehold interest in all personal property, real property, and other
      assets used in its business.

            


    

     

    
      	
              (c)  

            	
              Inventory.  All
      Inventory or owned real estate is located on the premises set forth on
      Schedule 6.5(c)
      or is Inventory in transit to one of such locations, except as otherwise
      disclosed in writing to Agent.  Borrower has not, within the
      twelve (12) months preceding the Agreement Date, located any Inventory at
      premises other than those set forth on Schedule 6.5(c).

            


    

     

    
      	
              (d)  

            	
              Equipment.  All
      Equipment is in good order and repair in all material respects and is
      located on the premises set forth on Schedule 6.5(d).  Borrower
      has not, within the twelve (12) months preceding the Agreement Date,
      located any Equipment at premises other than those set forth on Schedule 6.5(d).

            


    

     

    
      
         

      

      
        36

        
          

        

      

      
         

      

    

     

    
      	
              (e)  

            	
              Real
      Estate.  Borrower does not own or lease any real property
      other than that described on Schedule 6.5(e).

            


    

     

    
      	
              (f)  

            	
              Corporate and
      Fictitious Names.  Except as otherwise disclosed on Schedule 6.5(f),
      during the five-year (5) period preceding the Agreement Date, neither
      Borrower nor any predecessor of Borrower has been known as or used any
      corporate or fictitious name other than the name of Borrower as first set
      forth in this Agreement.

            


    

     

    
      	
              6.6  

            	
              Executive
      Office.

            


    

     

      Borrower's
Executive Office is located at the address set forth on the signature page of
this Agreement.  All books and records pertaining to the Collateral
are kept by Borrower at its Executive Office. 

     

    
      	
              6.7  

            	
              Financial
      Statements.

            


    

     

      The
audited consolidated financial statements of Parent and its Subsidiaries as of
and for the fiscal year ended December 31, 2007 and the unaudited consolidated
financial statements of Parent and its Subsidiaries as of and for that interim
portion of its current fiscal year ending August 31, 2008, copies of which
heretofore have been furnished to Agent, are complete and accurately and fairly
represent the financial condition of Parent and Borrower, and the transactions
in its equity accounts as of the dates and for the  fiscal periods
referred to therein, and have been prepared in accordance with GAAP throughout
the periods involved (subject to year-end audit adjustments in connection with
interim financial statements).  There is no material indebtedness of
Borrower or its Subsidiaries as of the dates of such financial statements which
is not reflected therein or in the notes thereto.  There has been no
material adverse change in the financial conditions or operations of Parent,
Borrower or their Subsidiaries since the respective dates of such financial
statements.

     

    
      	
              6.8  

            	
              Environmental
      Compliance.

            


    

     

      To
the best of Borrower's knowledge, (i) none of Borrower's properties or assets
has ever been used by Borrower or by any previous owner or operator of such
properties or assets, in violation of any Environmental Laws; (ii) none of
Borrower's properties or assets has ever been designated or identified in any
manner pursuant to any Environmental Laws as a hazardous substance or materials
disposal site, or a candidate for closure pursuant to any Environmental Laws;
(iii) no liens arising under any Environmental Laws has attached to any Revenues
or to any real or personal property owned or operated by Borrower; (iv) Borrower
has not received a summons, citation, notice or directive from any federal or
state governmental agency concerning any action or omission by Borrower
resulting from the violation of any Environmental Laws; (v) Borrower is now in
compliance with all Environmental Laws; and (vi) all material Governmental
Approvals or similar authorizations required to be obtained or filed in
connection with the operations of Borrower under any Environmental Laws have
been obtained, and all such Governmental Approvals and similar authorizations
are valid and in full force and effect in all respects.

     

    
      	
              6.9  

            	
              Proprietary
      Rights.

            


    

     

      A
correct and complete schedule of all of Borrower's Proprietary Rights is set
forth in Schedule
6.9 and none of the Proprietary Rights is subject to any licensing
agreement or similar arrangement, except as set forth on Schedule 6.9 or as
entered into in the ordinary course of Borrower's business.  To the
best knowledge of Borrower none of the Proprietary Rights infringes on the valid
trademark, trade name, copyright, or patent right of any other Person, and no
other Person's property infringes on the Proprietary Rights, in any material
respect.  The Proprietary Rights described on Schedule 6.9
constitute all of the property of such type necessary to the current and
anticipated future conduct of the business of Borrower.

     

    
      
         

      

      
        37

        
          

        

      

      
         

      

    

     

    
      	
              6.10  

            	
              Trade
      Names.

            


    

     

      All
trade names or styles under which Borrower sells Inventory or Equipment or
creates Accounts, or to which instruments in payment of Accounts are made
payable, are listed on Schedule
6.10.

     

    
      	
              6.11  

            	
              Employee
      Relations.

            


    

     

      Borrower
has a stable work force in place and Borrower is not, except as disclosed on
Schedule 6.11,
party to any collective bargaining agreement nor has any labor union been
recognized as the representative of Borrower's employees, and Borrower does not
know of any pending, threatened, or contemplated strikes, work stoppage or other
labor disputes involving any of Borrower's employees.

     

    
      	
              6.12  

            	
              Employee Pension
      Benefit Plans.

            


    

     

      Each
Plan meets the minimum funding standards of Section 302 of ERISA, if applicable,
and no Termination Event has occurred with respect to any Plan of Borrower.


     

    
      	
              6.13  

            	
              Bank
      Accounts.

            


    

     

      The
information on Schedule 6.13 is a
complete and correct list of all checking accounts, deposit accounts, and other
bank accounts maintained by Borrower.

     

    
      	
              6.14  

            	
              Sanctioned Persons;
      Sanctioned Countries.

            


    

     

      None
of Borrower, its Subsidiaries or its Affiliates or any guarantor of the
Obligations (i) is a Sanctioned Person or (ii) does business in a Sanctioned
Country or with a Sanctioned Person in violation of the economic sanctions of
the United States administered by OFAC.  The proceeds of any Loan will
not be used to fund any operation in, finance any investments or activities in,
or make any payments to, a Sanctioned Person or a Sanctioned
Country.

     

    
      	
              6.15  

            	
              Accuracy and
      Completeness of Information.

            


    

     

      All
representations and warranties set forth in this Article VI, and all
statements and other information furnished by or on behalf of Borrower in
connection with this Agreement or any of the Loan Documents are true and correct
in all material respects and do not omit any material fact.  Each
financial statement furnished by or on behalf of Borrower presents fairly the
financial condition of Borrower as of the date of such statement and for the
relevant period(s) then ended.

     

    
      	
              6.16  

            	
              Software License
      Compliance.

            


    

     

      Borrower
warrants and represents that all software used by Borrower on any of Borrower's
computers that is material to Borrower's business is either Borrower's
proprietary software or is duly licensed, maintained and operated in compliance
in all material respects with the software owner's license terms and
conditions.

     

    
      	
              6.17  

            	
              Survival of
      Warranties; Cumulative.

            


    

     

      All
representations and warranties contained in this Agreement or any of the other
Loan Documents shall survive the execution and delivery of this Agreement, any
investigation made by or on behalf of any member of the Lender Group, or any
Borrowing hereunder, and shall be deemed to have been made again to Lenders on
the date of each additional Borrowing or other credit accommodation under this
Agreement, except to the extent such representations and warranties expressly
relate to an earlier date (in which case such representations and warranties
shall have been true and accurate in all material respects on and as of such
earlier date), and shall be conclusively presumed to have been relied on by
Lenders regardless of any investigation made or information possessed by any
Lender.  The representations and warranties set forth in this
Agreement and in the other Loan Documents shall be cumulative and shall be in
addition to any other representations or warranties which Borrower shall now or
hereafter give, or cause to be given, to Lenders.

     

    
      
         

      

      
        38

        
          

        

      

      
         

      

    

     

    
      	
              6.18  

            	
              Anti-Terrorism
      Laws.

            


    

     

    (a) General.  Neither
Borrower nor any Subsidiary of Borrower is in violation of any Anti-Terrorism
Law or engages in or conspires to engage in any transaction that evades or
avoids, or has the purpose of evading or avoiding, or attempts to violate, any
of the prohibitions set forth in any Anti-Terrorism Law.

     

    (b) Executive Order No.
13224.

     

    
      	(i)
       	Borrower
      nor any Subsidiary of Borrower is any of the following (each a "Blocked
      Person"):
	 	 
	(1)
       	a
      Person that is listed in the annex to, or is otherwise subject to the
      provisions of, Executive Order No. 13224;
	 	 
	
              (2) 

            	
              a
      Person owned or controlled by, or acting for or on behalf of, any Person
      that is listed in the annex to, or is otherwise subject to the provisions
      of, Executive Order No. 13224;

            


    

     

    
      	
              (3)  

            	
              a
      Person or entity with which any bank or other financial institution is
      prohibited from dealing or otherwise engaging in any transaction by any
      Anti-Terrorism Law;

            


    

     

    
      	
              (4)  

            	
              a
      Person or entity that commits, threatens or conspires to commit or
      supports "terrorism" as defined in Executive Order No.
    13224;

            


    

     

    
      	
              (5)  

            	
              a
      Person or entity that is named as a "specially designated national" on the
      most current list published by the U.S. Treasury Department Office of
      Foreign Asset Control at its official website or any replacement website
      or other replacement  official publication of such list;
      or

            
	 	 
	(6)
       	a
      Person or entity who is affiliated with a Person or entity listed
      above.


    

     

    (ii)           Neither
Borrower nor any Subsidiary of Borrower (i) conducts any business or
engages in making or receiving any contribution of funds, goods or services to
or for the benefit of any Blocked Person or (ii) deals in, or otherwise
engages in any transaction relating to, any property or interests in property
blocked pursuant to Executive Order No. 13224.

     

    
      
         

      

      
        39

        
          

        

      

      
         

      

    

     

    
      	
              6.19  

            	
              Licenses and
      Permits.

            


    

     

      Borrower
and each of its Subsidiaries have obtained and hold in full force and effect,
all material franchises, licenses, leases, permits, consents, certificates,
authorizations, qualifications, easements, rights of way and other rights and
approvals that are necessary or appropriate for the operation of their
businesses as presently conducted and as proposed to be conducted, including,
without limitation, all lending and mortgage broker licenses.  Neither
Borrower nor any of its Subsidiaries is in violation of the terms of any such
franchise, license, lease, permit, certificate, authorization, qualification,
easement, right of way, right or approval in any such case that could reasonably
be expected to have a Material Adverse Effect.  Copies of all lending
and mortgage broker licenses of Borrower are attached as Schedule 6.19
hereto.

     

    ARTICLE
VII - AFFIRMATIVE COVENANTS

     

    Until
this Agreement and the Commitments hereunder have been terminated and all
Obligations have been paid in full, Borrower covenants and agrees with Agent and
Lenders as follows:

     

    
      	
              7.1  

            	
              Financial
      Statements.

            


    

     

      Borrower
shall deliver to Agent:

     

    
      	
              (a)  

            	
              within
      one hundred twenty (120) days following the close of each Fiscal Year,
      audited consolidated and consolidating financial statements of Parent and
      its Subsidiaries, certified by a recognized firm of certified public
      accountants acceptable to Agent as having been prepared in accordance with
      GAAP and as presenting fairly the financial condition of Parent and its
      Subsidiaries as of the date thereof and for the period then ended (and
      including a management letter to Parent from such accountants, if prepared
      by such accountants at Parent's request, to be delivered not later than
      thirty (30) days thereafter), which, for the end of each Fiscal Year,
      shall also include a Covenant Compliance Certificate ("Covenant Compliance
      Certificate"), in the form set forth as Exhibit F,
      setting forth a calculation of the covenants described in Section 8.6
      and Section
      8.15;

            


    

     

    
      	
              (b)  

            	
              within
      forty-five (45) days after the close of each of the first three Fiscal
      Quarters, consolidated and consolidating quarterly and fiscal year-to-date
      financial statements for Parent and its Subsidiaries, including income
      statement, balance sheet, and statement of cash flow, prepared in
      accordance with GAAP (subject to the absence of notes and to annual audit
      adjustment), certified by the chief executive officer or chief financial
      officer or other authorized individual of Borrower as presenting fairly
      the financial condition of Parent and its Subsidiaries, which, for the end
      of each Fiscal Quarter, shall also include a Covenant Compliance
      Certificate, setting forth a calculation of the covenants described in
      Section 8.6
      and Section
      8.15;

            


    

     

    
      	
              (c)  

            	
              within
      thirty (30) days after the close of each month (or within 45 days after
      the end of each final month of each Fiscal Quarter), reasonably detailed
      monthly and fiscal year-to-date financial statements for Parent and its
      Subsidiaries, including income statement, balance sheet, and statement of
      cash flow, prepared in accordance with GAAP (subject to the absence of
      notes and to annual audit adjustment), certified by the chief executive
      officer or chief financial officer or other authorized individual of
      Borrower as presenting fairly the financial condition of Parent and its
      Subsidiaries, which, for the end of each month, shall also include a
      Covenant Compliance Certificate, setting forth a calculation of the
      covenants described in Section 8.6
      and Section
      8.15;

            


    

     

    
      
         

      

      
        40

        
          

        

      

      
         

      

    

     

    
      	
              (d)  

            	
               at
      least sixty (60) days prior to the end of Borrower's Fiscal Year an annual
      operating budget showing a projected income statement, balance sheet and
      borrowing base availability as of each calendar month end for the
      forthcoming Fiscal Year; and

            


    

     

    
      	
              (e)  

            	
              such
      other financial information as Agent shall reasonably
    request.

            


    

     

    
      	
              7.2  

            	
              Books and
      Records.

            


    

     

      Borrower
shall keep accurate and complete records of the Collateral and permit Agent to:
(a) visit Borrower's business locations upon reasonable notice; and
(b) inspect, audit and make extracts from or copies of Borrower's books,
records, journals, receipts, computer tapes and disks.  After the
existence and continuation of an Event of Default, all governmental authorities
are authorized to furnish Agent with copies of reports of examinations of
Borrower made by such parties.  After the existence and continuation
of an Event of Default, Banks, Sellers and other third parties (without waiving
any attorney-client privilege) with whom Borrower has contractual relationships
pertaining to the Collateral or the Loan Documents, are authorized to furnish
Agent with copies of such contracts and related materials.  Agent is
authorized, in its own name or any other name, to communicate with Account
Debtors in order to verify the existence, amount and terms of any Purchased
Accounts.

     

    
      	
              7.3  

            	
              Additional
      Documentation.

            


    

     

      Borrower
shall execute and deliver to Agent all additional documents that Agent may, from
time to time, reasonably determine are necessary or appropriate to evidence the
Loans or to continue or perfect Agent's Security Interest in the
Collateral.

     

    
      	
              7.4  

            	
              Existence, Name,
      Organization and Executive
Office.

            


    

     

      Borrower
shall maintain its existence in good standing and shall deliver to Agent written
notice, at least thirty (30) days in advance, of any proposed change in
Borrower's state of organization, a change in Borrower's name or organizational
identification number, a change in the use of any trade name, new trade names,
fictitious name or new fictitious names, Borrower's business locations, the
location of Borrower's Executive Office, the mailing address of Borrower, the
location of any Inventory or Equipment, or the location of Borrower's books and
records, and shall execute or cause to be executed any and all documents that
Agent reasonably requests in connection therewith, including, in the case of any
new location of Inventory that is not owned by Borrower, the waiver and consent
from the lessor of such premises in form and substance reasonably acceptable to
Agent.

     

    
      	
              7.5  

            	
              Compliance with Laws
      and Taxes.

            


    

     

      Borrower
shall comply in all material respects with all Applicable
Laws.  Borrower shall pay all real and personal property taxes,
assessments and charges, and all franchise, income, unemployment, social
security, withholding, sales and all other taxes assessed against Borrower or
the Collateral, at such times and in such manner so as to avoid any penalty from
accruing against Borrower or any Lien or charge from attaching to the
Collateral.  Borrower shall promptly deliver to Agent, upon request,
receipted bills evidencing payment of such taxes and assessments.

     

    
      
         

      

      
        41

        
          

        

      

      
         

      

    

     

    
      	
              7.6  

            	
              Performance of
      Obligations.

            


    

     

      Borrower
shall perform, in a timely manner, all of its obligations pursuant to all
leases, mortgages, deeds of trust or other agreements to which Borrower is a
party, and shall pay when due all debt owed by Borrower and all claims of
mechanics, materialmen, carriers, landlords, warehousemen and other like
Persons, except only, and to the extent that, the amount of any such debt and
claims is being contested by Borrower in good faith by appropriate proceedings
and Borrower maintains on its books reasonable reserves therefor in accordance
with GAAP.

     

    
      	
              7.7  

            	
              Reporting as to
      Revenues, Receivables
Collateral.

            



     

    (a)           With
such frequency as Agent shall direct, Borrower shall deliver to Agent such
information as Agent shall request with respect to the Revenues, Receivables
Collateral and Purchased Accounts, including, but not limited to:

     

    
      	
              (i)  

            	
              daily
      a report with respect to Purchased Accounts (specifying the amounts
      thereof), collections, reserves, charge-backs, ledger debt, due from
      factor balances, fees and escrows, to be in the form of  Exhibit H
      or such other form as Lenders may deliver to Borrower from time to
      time;

            


    

     

    
      	
              (ii)  

            	
              no
      later than the fifteenth (15th) day of each month, a Borrowing Base
      Certificate which shall include a calculation of Eligible Factored
      Accounts as of the date of report submission, to be in the form of Exhibit A or
      such other form as Agent may deliver for such purpose to Borrower from
      time to time hereafter, the statements in which, in each instance, shall
      be certified as to truth and accuracy by a duly authorized officer on
      behalf of Borrower.  Each such report shall further include,
      without limitation, the following: (i) a factored receivables aging by
      Account Debtor; (ii) a factored receivables aging by Seller; (iii) a
      deductions receivables aging by Seller; (iv) a list of escrow and reserve
      balances by Seller; and (v) an aging report by Seller.  In
      addition to the foregoing, Borrower may, if it elects, deliver to the
      Agent supplemental aging reports and settlement reports with respect to
      Purchased Accounts certified as to truth and accuracy by a duly authorized
      officer on behalf of Borrower, no later than fifteen (15) days after the
      date of delivery of Borrower's most recent monthly status report and
      Borrowing Base Certificate pursuant to hereto, in order that the Agent may
      take such reports into account in determining whether Borrower may obtain
      additional Revolving Loan Advances pursuant to Section 1.1
      hereof;

            


    

     

    
      	
              (iii)  

            	
              no
      later than the fifteenth (15th) day of each month, a status report,
      certified by a duly authorized officer on behalf of Borrower, showing the
      aggregate dollar value of the items comprising the Purchased Accounts and
      the age thereof from purchase or loan date, as the case may be, whichever
      is earlier, as of the last day of the preceding calendar month
      (segregating such items in such manner and to such degree as Agent may
      reasonably request) and the age thereof as of the last day of the
      preceding calendar month (segregating such items in such manner and to
      such degree as Agent may reasonably request).  In any event,
      Borrower will promptly notify Agent of all write offs of any accounts of
      any single Seller in excess of Fifty Thousand Dollars ($50,000),
      individually or in the aggregate.  Additionally, Agent may, at
      any time in its sole discretion, require Borrower to permit the Agent to
      verify the individual account balances of the individual Account Debtors
      immediately upon its request therefor.  In any event, upon
      request from Agent, made at any time hereafter, Borrower shall furnish the
      Agent with a then current Account Debtor address
  lists;

            


    

     

    
      
         

      

      
        42

        
          

        

      

      
         

      

    

     

    
      	
              (iv)  

            	
              no
      later than the fifteenth (15th) day of each month, a report listing each
      Seller and identifying any Seller who is in default under any Factoring
      Documentation or whose Factoring Documentation has been terminated;
      and

            


    

     

    
      	
              (v)  

            	
              no
      later than ten (10) days following Agent's request therefor, a complete
      and updated list of Sellers, including the name, address and telephone
      number of each customer.

            


    

     

    (b) Borrower
shall notify Agent promptly if:

     

    
      	
              (i)  

            	
              Borrower
      enters into a long-term contract with the United States of America, and,
      if requested by Agent, Borrower shall execute all instruments and take all
      steps necessary to insure that all amounts due and to become due under
      such long-term contract are properly assigned to Agent pursuant to the
      Assignment of Claims Act of 1940 or
otherwise;

            


    

     

    
      	
              (ii)  

            	
              Borrower
      receives information with regard to any type or item of Collateral which
      might have in any way a Materially Adverse Effect on the value of the
      Collateral as a whole or the rights and remedies of Agent with respect
      thereto; and

            


    

     

    
      	
              (iii)  

            	
              any
      Purchased Accounts due and owing in which amounts in excess of $25,000 are
      in dispute by any single Account Debtor, and Borrower shall explain in
      detail the reason for the dispute, all claims related to the dispute, and
      the amount in controversy;

            


    

     

    
      	
              7.8  

            	
              Over-Advance.

            


    

     

      If,
at any time, the aggregate unpaid principal amount of any of the Loans,
including without limitation, all amounts deemed to be Revolving Loan Advances
in accordance with Section 1.4 and Section 1.10, exceeds
any applicable limit set forth in this Agreement, Borrower shall immediately pay
to Agent the amount of any such excess and all accrued interest and other
charges owing to the Lender Group with respect thereto.

     

    
      	
              7.9  

            	
              Breach or
      Default.

            


    

     

      Borrower
shall notify Agent immediately upon the occurrence of any circumstance
that:  (a) makes any representation or warranty of Borrower contained
in this Agreement or any other Loan Document incorrect or misleading in any
material respect; (b) constitutes an Event of Default or (c) which might
materially and adversely affect the Purchased Accounts or the Factoring
Documentation.

     

    
      	
              7.10  

            	
              Maintenance of
      Assets.

            


    

     

      Borrower
shall maintain all of its real and personal property in good repair, working
order and condition, shall make all necessary replacements to such property so
that the value and the operating efficiency of such property will be preserved,
shall prevent any personal property from becoming a fixture to real estate
(unless owned by Borrower and encumbered by a mortgage, deed of trust, security
deed or similar agreement in favor of Agent), and will pay or cause to be paid
all rental or mortgage payments due on its real property.

     

    
      
         

      

      
        43

        
          

        

      

      
         

      

    

     

    
      	
              7.11  

            	
              Insurance.

            


    

     

      Borrower
shall procure and continuously maintain:  (a) "All Risk Extended
Coverage" property insurance covering Borrower's tangible personal property for
the full replacement value thereof; (b) liability insurance in an amount
acceptable to Agent; and (c) such other customary insurance coverages as
are reasonably specified by Agent from time to time.  Borrower shall
cause each Seller to maintain insurance as required under the Factoring
Documentation.  Each property and business interruption insurance
policy shall contain a standard Lender's Loss Payable Endorsement in favor of
Agent, providing for, among other things, thirty (30) days prior written
notice to Agent of any cancellation, non-renewal or modification of such
coverage.  Borrower shall deliver to Agent certified copies of such
policies and all required endorsements, or other evidence of such insurance
acceptable to Agent.  All amounts received by Agent from any such
insurance policies may be applied by Agent to the Obligations.  If
Borrower fails to procure required insurance or such insurance is canceled or
otherwise lapses, Agent may procure such insurance and add the cost of such
insurance to the principal balance of the Loans.  

     

    
      	
              7.12  

            	
              Use of
      Proceeds.

            


    

     

      Borrower
shall use the proceeds of all Revolving Loan Advances and all other loans or
accommodations made by Lenders for Borrower (i) for Borrower's working capital
and other legal and proper business purposes; (ii) to repay indebtedness of
Borrower owing to Morry Rubin and George Rubin as of the Closing Date in an
aggregate amount not to exceed $1,500,000.  No proceed of the
Revolving Loan Advances shall be used for any personal, family or household
purposes or for any purpose prohibited by law or by the terms and conditions of
this Agreement or any of the Loan Documents.

     

    
      	
              7.13  

            	
              Disclosure.

            


    

     

      Promptly
and in no event later than five (5) Business Days after obtaining knowledge
thereof, Borrower shall (i) notify Agent if any written information,
exhibit, or report recently furnished to Agent contained any untrue statement of
a material fact or omitted to state any material fact necessary to make the
statements contained therein not misleading in light of the circumstances in
which made, and (ii) correct any defect or error that may be discovered
therein or in any Loan Document or in the execution, acknowledgment, filing, or
recordation thereof.

     

    
      	
              7.14  

            	
              Further
      Assurances.

            


    

     

      Borrower
will promptly cure, or cause to be cured, defects in the execution and delivery
of the Loan Documents (including this Agreement), resulting from any act or
failure to act by Borrower or any of the employees or officers
thereof.  Borrower, at Borrower's expense, will promptly execute and
deliver to Agent, or cause to be executed and delivered to Agent, all such other
and further documents, agreements, and instruments in compliance with or
accomplishment of the covenants and agreements of Borrower in the Loan
Documents, including this Agreement, or to correct any technical omissions in
the Loan Documents, or to obtain any consents that are necessary in connection
with or in accomplishment of the covenants and agreements of Borrower, all as
may be necessary or appropriate in connection therewith as may be requested by
Agent.

     

    
      	
              7.15  

            	
              Brokerage
      Commissions.

            


    

     

      Borrower
shall pay any and all brokerage commission or finders fees incurred in
connection with or as a result of Borrower's obtaining financing from the Lender
Group under this Agreement as of the Closing Date.  Borrower agrees to
indemnify, defend, and hold the Lender Group harmless from and against any claim
of any broker or finder arising out of Borrower's obtaining financing from the
Lender Group under this Agreement.

     

    
      
         

      

      
        44

        
          

        

      

      
         

      

    

     

    
      	
              7.16  

            	
              Factoring
      Documentation.

            


    

     

      Borrower
shall (a) cause the Factoring Documentation to consist of only one
(1) original counterpart, and (b) offer factoring services under
Factoring Agreements (i) in accordance with the Credit Guidelines and
(ii) which are evidenced by Factoring Documentation that are solely on
forms that are in compliance with applicable state and federal laws and are
substantially in a form similar to those set forth in Exhibit D.

     

    
      	
              7.17  

            	
              Additional
      Covenants.

            


    

     

      No
later than December 21, 2008, Borrower shall deliver or cause to be delivered to
Agent in form reasonably acceptable to Agent an executed lenders loss payable
endorsement in respect of Borrower's casualty loss and liability insurance
policies.  No later than February 21, 2009, Borrower shall terminate
all depository, collection and disbursement accounts with Bank of America, N.A.
or any Affiliate.

     

    ARTICLE
VIII - NEGATIVE COVENANTS

     

    Until
this Agreement and the Commitments hereunder have been terminated and all
Obligations have been paid in full, Borrower covenants and agrees with Agent and
Lenders as follows:

     

    
      	
              8.1  

            	
              Business, Management
      and Organization.

            


    

     

      Borrower
shall not:  (a) make any material change in the nature of the
business that Borrower presently conducts; (b) change its name except after
first complying with Section 7.4;
(c) change its state of organization or its type of organization (that is,
from a limited liability company); or (d) merge or consolidate with any
Person or purchase any stock or assets of any other Person, other than assets
used by Borrower in the ordinary course of its business and other than Permitted
Investments.  

     

    
      	
              8.2  

            	
              Disposition of
      Assets.

            


    

     

      Borrower
shall not:  (a) encumber the Collateral in favor of any party
other than Agent, whether voluntarily or involuntarily, other than the Permitted
Liens; or (b) sell, consign, lease or remove from Borrower's business
locations any of Borrower's assets except that, until Agent gives Borrower
notice to the contrary during the existence of any Event of Default, Borrower
may (i) sell Inventory in the ordinary course of its business (any sale or
exchange of Inventory in satisfaction of indebtedness of Borrower shall not be
deemed a sale of Inventory in the ordinary course of business); (ii) sell
or dispose of obsolete assets that constitute Collateral which Borrower has
determined, in good faith, not to be useful in the conduct of its business and
which, in any Fiscal Year, do not have an aggregate fair market value in excess
of $75,000; and (iii) sell or dispose of obsolete assets that do not
constitute Collateral which Borrower has determined, in good faith, not to be
useful in the conduct of its business.

     

    
      	
              8.3  

            	
              Loans and
      Guarantees.

            


    

     

      Borrower
shall not make any loan or contribute money, goods or services to, or guaranty
or agree to become liable for any obligation of, any other Person, including any
Affiliates of Borrower or any Interested Party, other
than:  (a) loans to employees of Borrower for reimbursable
expenses incurred by such employees in the normal course of Borrower's business;
and (b) Permitted Investments.

     

    
      	
              8.4  

            	
              Investments.

            


    

     

      Borrower
shall not make any Investment other than Permitted Investments.

     

    
      	
              8.5  

            	
              Distributions and
      Salaries.

            


    

     

    
      
         

      

      
        45

        
          

        

      

      
         

      

    

     

      Borrower
shall not:

     

    (a)           make
any dividend, distribution or payment on or with respect to any membership
interests, or purchase, redeem or otherwise acquire or retire any of its
membership interests except (i) membership interests acquired on the
conversion thereof into other membership interests or (ii) so long as no
Event of Default has occurred and is continuing or would be caused thereby, (a)
Permitted Tax Distributions; provided that prior
to making any such Permitted Tax Distributions Borrower shall provide to Agent a
certificate confirming its pro forma compliance with Section 8.6
after giving effect to such distribution for the next succeeding month, and (B)
Permitted Other Distributions; provided that prior
to making any such Permitted Other Distributions Borrower shall provide to Agent
a certificate confirming that after giving effect to such distribution it will
have not less than $500,000 of Availability and its pro forma compliance with
Section 8.6 as
of the date of such distribution for the next succeeding month.

     

    (a) increase,
whether by election, promotion or otherwise, the aggregate salaries and other
compensation paid to existing officers of Borrower by more than ten percent
(10%) in the aggregate in any Fiscal Year.

     

    
      	
              8.6  

            	
              Financial
      Covenants.

            


    

     

    


     

    
      	
              (a)  

            	
              Borrower
      shall not permit Leverage Ratio to be greater than (i) .5 to 1.0 as
      of the last day of its 2008 Fiscal Year and as of the last day of each
      Fiscal Quarter ending March 31, June 30, and September 30,
      2009, (ii) 2.35 to 1.0 as of the last day of its 2009 Fiscal Year and
      as of the last day of each Fiscal Quarter ending March 31,
      June 30 and September 30, 2010, and (iii) 2.75 to 1.0 as of
      the last day of its 2010 Fiscal Year and as of the last day of each Fiscal
      Quarter thereafter.

            


    

     

    
      	
              (b)  

            	
              Borrower
      shall not permit the Fixed Charge Coverage Ratio to be less than
      (i) .25 to 1.0 as of the Fiscal Quarter ending June 30, 2009,
      for the six months then ending, (ii) 1.0 to 1.0 for the Fiscal Quarter
      September 30, 2009, for the nine months then ending, or
      (iii) 1.5 to 1.0 as of the Fiscal Year December 31, 2009, and,
      thereafter, as of the end of each Fiscal Quarter, commencing with the
      Fiscal Quarter ending March 31, 2010, in each case for the
      immediately preceding rolling twelve month
  period.

            


    

     

    
      	
              (c)  

            	
              Borrower
      shall not permit Adjusted Tangible Net Worth to be less than
      (i) $2,500,000 as of the last day of its 2008 Fiscal Year and as of
      the last day of each Fiscal Quarter ending March 31, June 30 and
      September 30 2009, (ii) $2,800,000 as of the last day of its
      2009 Fiscal Year and as of the last day of each Fiscal Quarter ending
      March 31, June 30 and September 30, 2010, and
      (iii) $4,700,000 as of the last day of its 2010 Fiscal Year and as of
      the last day of each Fiscal Quarter
thereafter.

            


    

     

    
      	
              (d)  

            	
              Borrower
      shall not permit EBITDA to be less than a negative $300,000 as of the last
      day of each Fiscal Quarter ending December 31, 2008 and
      March 31, 2009.

            


    

     

    
      	
              (e)  

            	
              Borrower
      shall not permit Availability at any time to be less than five percent
      (5%) of the amount indicated on the most recent Borrowing Base Certificate
      (inclusive of all fees, charges, expenses and all Liabilities and other
      payables are current within ordinary payment
  terms).

            


    

     

    All
amounts referenced in this Section shall be determined in accordance with
GAAP.

     

    
      
         

      

      
        46

        
          

        

      

      
         

      

    

     

    
      	
              8.7  

            	
              Change of
      Control.

            


    

     

      Borrower
shall not cause, permit, or suffer, directly or indirectly, any Change of
Control.

     

    
      	
              8.8  

            	
              Limitation on
      Indebtedness for Money
Borrowed.

            


    

     

      Borrower
shall not create or suffer to exist any Indebtedness for Money Borrowed except:
(i) the Indebtedness for Money Borrowed by Borrower to the Lender Group
under this Agreement and the Loan Documents; (ii) Indebtedness for Money
Borrowed outstanding as of the Closing Date and listed on Schedule 8.8;
(iii) Indebtedness for Money Borrowed secured by Permitted Liens; or (iv)
Subordinated Indebtedness.

     

    
      	
              8.9  

            	
              Mergers;
      Consolidations;
Acquisitions.

            


    

     

      Borrower
shall not merge or consolidate, or permit any Subsidiary of Borrower to merge or
consolidate, with any Person; nor acquire, or permit any of its Subsidiaries to
acquire, all or any substantial part of the properties and assets or Securities
of any Person.

     

    
      	
              8.10  

            	
              Subsidiaries.

            


    

     

      After
the Closing Date, Borrower shall not create any Subsidiaries, or transfer any
assets to any Subsidiary.

     

    
      	
              8.11  

            	
              Fiscal
      Year.

            


    

     

      Borrower
shall not change its Fiscal Year end for accounting purposes.

     

    
      	
              8.12  

            	
              Affiliate
      Transactions.

            


    

     

      Subject
to Sections 8.4 and
8.5, Borrower
shall not enter into or be a party to any agreement or transaction with any
Affiliate except in the ordinary course of and pursuant to the reasonable
requirements of Borrower's business and upon fair and reasonable terms that are
no less favorable to Borrower than it would obtain in a comparable arms length
transaction with a Person not an Affiliate of Borrower, and on terms consistent
with the business relationship of Borrower and such Affiliate prior to the
Agreement Date, if any, and fully disclosed to Agent.  

     

    
      	
              8.13  

            	
              Subordinated
      Indebtedness.

            


    

     

      Borrower
shall not (i) amend any document relating to the Subordinated Indebtedness,
or (ii) make any payment with respect to such Subordinated Indebtedness
except as provided in a subordination agreement acceptable to
Agent.

     

    
      	
              8.14  

            	
              Credit
      Guidelines.

            


    

     

      Borrower
shall not amend, modify or otherwise change in any respect the Credit Guidelines
without the prior written consent of Agent, except for any amendments,
modifications or changes the effect of which is not materially adverse to
Borrower.  Borrower shall deliver to Agent promptly (but in any event
not less that five (5) Business Days after such amendment, modification or
change) a copy of any revised Credit Guidelines.

     

    
      	
              8.15  

            	
              Purchased Accounts
      Covenants.

            


    

     

      Borrower
shall not permit (a) write-offs of Purchased Accounts to exceed 0.5%, or
(b) the Average Monthly Purchased Accounts Turnover to exceed 40 days, in
each case measured as of the last day of each month for the twelve month period
then ending. 

     

    
      	
              8.16  

            	
              Anti-Terrorism
      Laws.

            


    

     

      Borrower
shall not engage in, or permit any of its Subsidiaries to engage in, any of the
following activities:  (i) conduct any business or engage in any
transaction or dealing with any Blocked Person, including the making or
receiving any contribution of funds, goods or services to or for the benefit of
any Blocked Person;  (ii) deal in, or otherwise engage in any
transaction relating to, any property or interest in property blocked pursuant
to Executive Order No. 13224; or (iii) engage in or conspire to engage in any
transaction that evades or avoids, or has the purpose of evading or avoiding, or
attempts to violate, any of the prohibitions set forth in Executive Order
No.13224 or the Patriot Act.  Borrower shall deliver to Agent any
certification or other evidence requested from time to time by Agent, in its
sole discretion, confirming Borrower's compliance with this Section 8.16.

     

    
      
         

      

      
        47

        
          

        

      

      
         

      

    

     

    
      	
              8.17  

            	
              Sanctioned
      Persons.

            


    

     

      Neither
Borrower nor any Subsidiary will create or accept any account, instrument,
chattel paper or other obligation of any kind due from or owed by a Sanctioned
Person or enter into any lease that secured the Obligations where the lessee is
a Sanctioned Person.  Borrower shall notify Agent promptly in writing
if it learns that any Seller or Account Debtor is a Sanctioned
Person.

     

    ARTICLE
IX - CONDITIONS PRECEDENT

     

    
      	
              9.1  

            	
              Initial
      Credit.

            


    

     

      The
obligation of each Lender to extend any credit under this Agreement is subject
to the fulfillment to Agent's satisfaction in its Permitted Discretion on or
before November 30, 2008 of all of the following conditions:

     

    
      	
              (a)  

            	
              Agent
      shall have received, in form and substance satisfactory to the Lender
      Group in their Permitted Discretion, each of the following, duly
      executed:

            


    

     

    
      	
              (i)  

            	
              this
      Agreement;

            


    

     

    
      	
              (ii)  

            	
              the
      Revolving Notes, if any;

            


    

     

    
      	
              (iii)  

            	
              Borrower's
      borrowing resolutions, certified organizational documents and good
      standing certificates in Borrower's jurisdictions of organization and each
      other jurisdiction where Borrower is qualified to do business, together
      with a secretary's certificate;

            


    

     

    
      	
              (iv)  

            	
              a
      Notice of Borrowing dated the Agreement
Date;

            


    

     

    
      	
              (v)  

            	
              UCC-1
      financing statements;

            


    

     

    
      	
              (vi)  

            	
              each
      Guaranty;

            


    

     

    
      	
              (vii)  

            	
              an
      opinion of Borrower's counsel;

            


    

     

    
      	
              (viii)  

            	
              Deposit
      Account Control Agreements with such banks as Agent may
      request;

            


    

     

    
      	
              (ix)  

            	
              a
      waiver and consent from each of Borrower's
  landlords;

            


    

     

    
      	
              (x)  

            	
              all
      releases, terminations, agreements and other documents as Agent may
      request to effect and evidence termination of the existing financing
      arrangements of Borrower and the interests of any other lender or lenders
      pursuant to any such financing arrangements in any assets and properties
      of Borrower;

            


    

     

    
      
         

      

      
        48

        
          

        

      

      
         

      

    

     

    
      	
              (xi)  

            	
              each
      Pledge Agreement, together with membership interest powers for all
      certificated membership interests, if
any;

            


    

     

    
      	
              (xii)  

            	
              a
      Borrowing Base Certificate dated as of the Agreement
  Date;

            


    

     

    
      	
              (xiii)  

            	
              a
      copy of Borrower's Credit Guidelines;
and

            


    

     

    
      	
              (xiv)  

            	
              such
      other documents as Agent may require under this
  Agreement.

            


    

     

    
      	
              (b)  

            	
              [Reserved]

            


    

     

    
      	
              (c)  

            	
              Agent
      shall have completed a field review of the records and other information
      with respect to the Collateral as Lenders may require, the results of
      which (including evidence of segregation and identification of Collateral)
      shall be satisfactory to Agent in its
  discretion.

            


    

     

    
      	
              (d)  

            	
              Agent
      shall have received and reviewed UCC and Lien search results for all
      jurisdictions in which assets of Borrower are located in the United
      States, in form and substance satisfactory to
  Agent.

            


    

     

    
      	
              (e)  

            	
              Agent
      shall have received evidence, in form and substance satisfactory to Agent,
      that Agent, on behalf of the Lender Group, has a valid perfected first
      security interest in all of the Collateral except as otherwise permitted
      under this Agreement.

            


    

     

    
      	
              (f)  

            	
              Agent
      shall have received all original notes, if any, executed by a Seller in
      connection with a Factoring Agreement and photocopies of all other
      Factoring Documentation.

            


    

     

    
      	
              (g)  

            	
              Agent
      shall have completed its business, legal and collateral due diligence,
      including a collateral audit and review of Borrower's books and records,
      Factoring Agreements with Sellers conducted by Agent and verification of
      Borrower's representations and warranties to Lenders, the results of which
      shall be satisfactory to Agent.

            


    

     

    
      	
              (h)  

            	
              Agent
      shall have received evidence satisfactory to it that as of the Closing
      Date, after giving effect to the Borrowings hereunder on the Closing Date
      and the payment of all fees and expenses to be paid by Borrower at closing
      under this Agreement, Availability shall not be less than
      $1,000,000.

            


    

     

    
      	
              (i)  

            	
              No
      Default or Event of Default shall have occurred and be
      continuing.

            


    

     

    
      	
              (j)  

            	
              All
      representations and warranties of Borrower set forth in this Agreement
      shall be true and correct in all material
  respects.

            


    

     

    
      	
              (k)  

            	
              The
      parties thereto shall have completed or delivered, as applicable, all
      items on the checklist of closing items in connection with this Agreement,
      each to the satisfaction of Agent in its discretion and Agent shall have
      received such other documents as Agent or its counsel may have reasonably
      requested.

            


    

     

    
      
         

      

      
        49

        
          

        

      

      
         

      

    

     

    
      	
              9.2  

            	
              Initial and Subsequent
      Credit.

            


    

     

      The
obligation of each Lender to make each extension of credit requested by Borrower
under this Agreement, including without limitation, the initial Revolving Loan
Advance, any subsequent Revolving Loan Advance shall be subject to the
fulfillment to Agent's satisfaction of all of the following
conditions:

     

    (a)           The
representations and warranties contained in this Agreement and in each of the
other Loan Documents shall be true in all material respects on and as of the
date of the signing of this Agreement and on the date of each extension of
credit or the making of any Loans the Lender Group pursuant to this Agreement,
with the same effect as though such representations and warranties had been made
on and as of each such date, and on each such date no Default or Event of
Default shall exist.

     

    (b)           Agent
shall have received all additional documents that it may require in connection
with such extension of credit, in form and substance satisfactory to
Agent.

     

     

    ARTICLE
X - EVENTS OF DEFAULT; REMEDIES

     

    
      	
              10.1  

            	
              Events of
      Default.

            


    

     

      The
occurrence or existence of any one or more of the following events or
conditions, whether voluntary or involuntary, shall constitute an Event of
Default:

     

    (a) Borrower
fails to pay when due (whether due at stated maturity, on demand, upon
acceleration or otherwise) any installment of principal, over advance, interest,
premium, if any, and fees on any of the Loans, or otherwise owing under this
Agreement;

     

    
      	
              (b)  

            	
              Borrower
      fails to pay any of the other Obligations on the due date thereof (whether
      due at stated maturity, on demand, upon acceleration or otherwise) and
      such failure shall continue for a period of ten (10) days after Agent's or
      any applicable Lender's giving Borrower written notice
      thereof;

            


    

     

    
      	
              (c)  

            	
              Borrower
      or any other Obligor fails or neglects to perform, keep or observe any
      covenant contained in this Agreement or the other Loan Documents (other
      than a covenant which is dealt with specifically elsewhere in this Section 10.1)
      and the breach of such other covenant in this Agreement or the other Loan
      Documents is not cured within ten (10) days after the sooner to occur of
      Borrower's or such other Obligor's receipt of notice of such breach from
      Agent or any Lender or the date on which such failure or neglect first
      becomes known to any officer of Borrower or such other
      Obligor;

            


    

     

    
      	
              (d)  

            	
              any
      representation or warranty made by or on behalf of Borrower or any other
      Obligor, or other information provided by or on behalf of Borrower or any
      other Obligor to any member of the Lender Group, was incorrect or
      misleading in any material respect at the time it was made or
      provided;

            


    

     

    
      	
              (e)  

            	
              Borrower
      or any Affiliate of Borrower defaults:  (i) as primary or
      secondary obligor, in the payment of any principal or interest on any
      Indebtedness for Money Borrowed (other than the Obligations) in excess of
      $75,000, and such default continues beyond any applicable grace period or,
      if such Indebtedness is payable on demand, fails to pay such Indebtedness
      upon demand; or (ii) in the observance of any covenant, term or condition
      contained in any agreement evidencing, securing or relating to any
      Indebtedness for Money Borrowed (other than the Obligations) in excess of
      $75,000, if the effect of such default is to cause, or to permit any other
      party to such Indebtedness to cause, all or part of such Indebtedness to
      become due before its stated
maturity;

            


    

     

    
      
         

      

      
        50

        
          

        

      

      
         

      

    

     

    
      	
              (f)  

            	
              a
      writ of attachment, garnishment execution, distraint or similar process in
      excess of $75,000 is issued against Borrower, any Affiliate of Borrower,
      or any of their respective properties except for any such writ of
      attachment, garnishment execution, distraint or similar process that is
      subject to a bona fide dispute by Borrower and is properly contested by
      appropriate proceedings promptly instituted and diligently
      conducted;

            


    

     

    
      	
              (g)  

            	
              Agent
      determines, in its Permitted Discretion, that a Materially Adverse Effect
      has occurred;

            


    

     

    
      	
              (h)  

            	
              Borrower
      becomes insolvent or bankrupt; makes an assignment for the benefit of
      creditors or consents to the appointment of a trustee or receiver; a
      trustee or a receiver is appointed for Borrower or for a significant
      portion of Borrower's assets; bankruptcy, reorganization or insolvency
      proceedings are instituted by or against Borrower; or if any of the
      foregoing occurs with respect to any guarantor or other party liable for
      any of Borrower's obligations owing to the Lender
  Group;

            


    

     

    
      	
              (i)  

            	
              any
      judgment or order for the payment of money in excess of $50,000, or in
      excess of $250,000 in the aggregate for all such judgments or orders, is
      entered against Borrower, unless the same shall be (i) fully covered by
      insurance and the issuer of the applicable policy shall have acknowledged
      full coverage in writing within thirty (30) days of judgment, or (ii)
      vacated, stayed, bonded, paid or discharged within a period of thirty (30)
      days from the date of such judgment or
order;

            


    

     

    
      	
              (j)  

            	
              any
      Loan Document is terminated other than as provided for in this Agreement
      or becomes void or unenforceable, or any Security Interest ceases to be a
      valid and perfected first priority security interest in any portion of the
      Collateral, other than as a result of the Permitted
  Liens;

            


    

     

    
      	
              (k)  

            	
              Borrower
      conceals, removes, or permits to be concealed or removed, any of its
      assets with the intent to hinder, delay or defraud the Lender Group or any
      of Borrower's other creditors;

            


    

     

    
      	
              (l)  

            	
              a
      Guarantor, surety or endorser for any of the Obligations revokes,
      terminates or fails to perform any of the terms of any Guaranty,
      endorsement or other agreement of such party in favor of Agent, for the
      benefit of the Lender Group, or prospectively terminates or revokes such
      Guaranty or surety;

            
	 	 
	(m) 	any
      Guarantor dies and, such Guarantor has not been replaced within sixty (60)
      days of the death of that person by another Person as creditworthy as the
      original Guarantor in Agent's sole discretion;
	 	 
	(n) 	ny
      loss, theft, damage or destruction of any item of Collateral or other
      property of Borrower that has a Materially Adverse
  Effect;


    

     

    
      	
              (o)  

            	
              there
      is filed against Borrower or any guarantor or other party liable for any
      of Borrower's Obligations any civil or criminal action, suit or proceeding
      under any federal or state racketeering statute (including, without
      limitation, the Racketeer Influenced and Corrupt Organization Act of
      1970), which action, suit or proceeding could result in the confiscation
      or forfeiture of any material portion of the Collateral;
    and

            


    

     

    
      	
              (p)  

            	
              any
      Termination Event with respect to any Plan shall have occurred; or a
      decision shall have been made by Borrower or any Affiliate of Borrower, or
      any member of the "controlled group of corporations" (as defined in
      Section 1563(a)(4) of the Internal Revenue Code determined without regard
      to Sections 1563(a) and (e)(3)(c) of such Code) of which Borrower or any
      Affiliate of Borrower is a party, to terminate, file a notice of
      termination with respect to, or withdraw from, any
  Plan.

            


    

     

    
      	
              10.2  

            	
              Remedies.

            


    

     

      In
addition to any other rights and remedies that Lenders may have, upon the
occurrence and during the continuance of an Event of Default, Agent may, and
upon the written, telecopied or telex request of the Required Lenders, shall
take any or all of the following actions, without prejudice to the rights of
Agent, any Lender or the holder of any Revolving Note to enforce its claims
against Borrower:

     

    (a) Without
notice to, or demand upon, Borrower:

     

    
      	
              (i)  

            	
              discontinue
      making any further Loans;

            


    

     

    
      	
              (ii)  

            	
              immediately
      terminate this Agreement and the Commitments
  hereunder;

            


    

     

    
      	
              (iii)  

            	
              declare
      all Obligations to be immediately due and payable (except with respect to
      any Event of Default set forth in Section 10.1(h),
      in which case all Obligations shall automatically become immediately due
      and payable);

            


    

     

    
      	
              (iv)  

            	
              take
      possession of all or any portion of the Collateral, wherever located, and
      enter on any of the premises where any of the Collateral may be and
      remove, repair and store any of the Collateral until it is sold or
      otherwise disposed of (Agent shall have the right to store, without
      charge, all or any portion of the Collateral at any of Borrower's business
      locations);

            


    

     

    
      	
              (v)  

            	
              use,
      without charge, Borrower's Proprietary Rights, advertising materials, or
      any property of a similar nature, in advertising for sale and selling any
      of the Collateral;

            


    

     

    
      	
              (vi)  

            	
              renew,
      modify or extend any Receivable Collateral, grant waivers or indulgences
      with respect to any Receivable Collateral, accept partial payments on any
      Receivables Collateral, release, surrender or substitute any security for
      payment of any Receivables Collateral, or compromise with, or release, any
      party liable on any Receivables Collateral in such a manner as Agent may,
      in its sole discretion deem advisable, all without affecting or
      diminishing Borrower's Obligations to the Lender Group;
  and

            


    

     

    
      
         

      

      
        51

        
          

        

      

      
         

      

    

     

    
      	
              (vii)  

            	
              record
      all Collateral Assignments of Note and Lien and UCC-3 assignments to
      evidence of record the assignment to Agent of the Client Loan Documents
      and Borrower's liens against their respective
  Clients.

            


    

     

    
      	
              (b)  

            	
              With
      notice to Borrower:

            


    

     

    
      	
              (i)  

            	
              require
      Borrower, at Borrower's expense, to assemble the Collateral and make the
      Collateral available to Agent at locations reasonably convenient to Agent
      and Borrower; and

            


    

     

    
      	
              (ii)  

            	
              sell
      or otherwise dispose of all or any portion of the Collateral at public or
      private sale for cash or credit, with such notice as may be required by
      law (in the absence of any contrary requirement, Borrower agrees that ten
      (10) days prior notice of a public or private sale of the Collateral is
      reasonable), in lots or in bulk, all as Agent, in its sole discretion, may
      deem advisable.  Agent shall have the right to conduct any such
      sales, without charge, at Borrower's business locations.  Any
      member of the Lender Group may purchase all or any portion of the
      Collateral at public sale and, if permitted by law, at private sale and,
      in lieu of actual payment of the purchase price, may offset the amount of
      such price against the outstanding amount of the Loans and any other
      amounts owing from Borrower to such member of the Lender
      Group.  Proceeds realized from the sale of any Collateral will
      be applied in the order set forth in Section
      1.5(c).  Borrower agrees that Borrower will remain fully
      liable for any deficiency owing to any member of the Lender Group after
      the proceeds of the Collateral have been applied to the Loans and all
      other amounts owing from Borrower to the Lender
  Group.

            


    

     

    
      	
              (c)  

            	
              If
      any of the Collateral shall require repairing, maintenance, preparation,
      or the like, or is in process or other unfinished state, Agent shall have
      the right, but not the obligation, to repair or perform such maintenance,
      preparation, processing or completion of manufacturing to place the same
      in such saleable condition as Agent shall deem appropriate, but Agent
      shall have the right to sell or dispose of such Collateral with or without
      such processing.

            


    

     

    ARTICLE
XI - AGENT

     

    
      	
              11.1  

            	
              Appointment of
      Agent.

            


    

     

    
      	
              (a)  

            	
              Each
      Lender hereby designates Textron as Agent to act as herein
      specified.  Each Lender hereby irrevocably authorizes, and each
      holder of any Revolving Note by the acceptance of a Revolving Note or
      participation shall be deemed irrevocably to authorize, Agent to take such
      action on its behalf under the provisions of this Agreement and the
      Revolving Notes and any other instruments and agreements referred to
      herein and to exercise such powers and to perform such duties hereunder
      and thereunder as are specifically delegated to or required of Agent by
      the terms hereof and thereof and such other powers as are reasonably
      incidental thereto.  Agent shall hold all payments of principal,
      interest, fees, charges and expenses received pursuant to this Agreement
      or any other Loan Document and Agent shall hold all Collateral for the
      ratable benefit of Lenders.  Agent may perform any of its duties
      hereunder by or through its agents or
employees.

            


    

     

    
      	
              (b)  

            	
              The
      provisions of this Article XI
      are solely for the benefit of Agent, and Lenders, and none of the Obligors
      shall have any rights as a third party beneficiary of any of the
      provisions hereof (other than Section 11.9).  In
      performing its functions and duties under this Agreement, Agent shall act
      solely as agent of the Lenders and does not assume and shall not be deemed
      to have assumed any obligation toward or relationship of agency or trust
      with or for Borrower.

            


    

     

    
      
         

      

      
        52

        
          

        

      

      
         

      

    

     

    
      	
              11.2  

            	
              Nature of Duties of
      Agent.

            


    

     

      Agent
shall have no duties or responsibilities except those expressly set forth in
this Agreement and other Loan documents.  None of Agent, or any of its
officers, directors, employees or agents shall be liable for any action taken or
omitted by it as such hereunder or in connection herewith, unless caused by its
or their gross negligence or willful misconduct.  The duties of Agent
shall be mechanical and administrative in nature; Agent shall not have by reason
of this Agreement a fiduciary relationship in respect of any Lender; and nothing
in this Agreement, expressed or implied, is intended to or shall be so construed
as to impose upon Agent any obligations in respect of this Agreement except as
expressly set forth herein.

     

    
      	
              11.3  

            	
              Lack of Reliance on
      Agent.

            


    

     

    
      	
              (a)  

            	
              Independently
      and without reliance upon Agent, each Lender, to the extent it deems
      appropriate, has made and shall continue to make (i) its own independent
      investigation of the financial or other condition and affairs of each
      Obligor in connection with the taking or not taking of any action in
      connection herewith and (ii) its own appraisal of the creditworthiness of
      each Obligor, and, except as expressly provided in this Agreement, Agent
      shall have no duty or responsibility, either initially or on a continuing
      basis, to provide any Lender with any credit or other information with
      respect thereto, whether coming into its possession before the making of
      the Revolving Loan Advances or at any time or times
      thereafter.

            


    

     

    
      	
              (b)  

            	
              Agent
      shall not be responsible to any Lender for any recitals, statements,
      information, representations or warranties herein or in any document,
      certificate or other writing delivered in connection herewith or for the
      execution, effectiveness, genuineness, validity, enforceability,
      collectibility, priority or sufficiency of this Agreement, the Revolving
      Notes or any other Loan Document or the financial or other condition of
      any Obligor.  Agent shall not be required to make any inquiry
      concerning either the performance or observance of any of the terms,
      provisions or conditions of this Agreement, the Revolving Notes or any
      other Loan Document, or the financial condition of any Obligor, or the
      existence or possible existence of any Default or Event of Default, unless
      specifically requested to do so in writing by any
  Lender.

            


    

     

    
      	
              11.4  

            	
              Certain Rights of
      Agent.

            


    

     

      Agent
shall have the right to request instructions from the Required Lenders or, as
required, each of the Lenders.  If Agent shall request instructions
from the Required Lenders or each of the Lenders, as the case may be, with
respect to any act or action (including the failure to act) in connection with
this Agreement, Agent shall be entitled to refrain from such act or taking such
action unless and until Agent shall have received instructions from the Required
Lenders or each of the Lenders, as the case may be, and Agent shall not incur
liability to any Person by reason of so refraining.  Without limiting
the foregoing, no Lender shall have any right of action whatsoever against Agent
as a result of Agent acting or refraining from acting hereunder in accordance
with the instructions of the Required Lenders or each of the Lenders, as the
case may be.

     

    
      
         

      

      
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              11.5  

            	
              Reliance by
      Agent.

            


    

     

      Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
note, writing, resolution, notice, statement, certificate, telex teletype or
telecopier message, cablegram, radiogram, order or other documentary,
teletransmission, telephone message or e-mail transmission believed by it to be
genuine and correct and to have been signed, sent or made by the proper
person.  Agent may consult with legal counsel (including counsel for
the Obligors with respect to matters concerning the Obligors), independent
public accountants and other experts selected by it and shall not be liable for
any action taken or omitted to be taken by it in good faith in accordance with
the advice of such counsel, accountants or experts.

     

    
      	
              11.6  

            	
              Indemnification of
      Agent.

            


    

     

      To
the extent Agent is not reimbursed and indemnified by the Obligors, each Lender
will reimburse and indemnify Agent in proportion to its respective Commitment,
for and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses (including counsel fees
and disbursements) or disbursements of any kind or nature whatsoever which may
be imposed on, incurred by or asserted against Agent in performing its duties
hereunder, in any way relating to or arising out of this Agreement or any other
Loan Documents, provided that no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from Agent's gross negligence or
willful misconduct.

     

    
      	
              11.7  

            	
              Agent in its
      Individual Capacity.

            


    

     

      With
respect to their obligation to lend under this Agreement, the Loans made by it
and the Revolving Notes issued to it, and all of its rights and obligations as a
Lender hereunder and under the other Loan Documents, Agent shall have the same
rights and powers hereunder as any other Lender or holder of a Revolving Note or
participation interests and may exercise the same as though it was not
performing the duties specified herein; and the terms "Lenders", "Required
Lenders", "holders of Revolving Notes", or any similar terms shall, unless the
context clearly otherwise indicates, include Agent in its individual
capacity.  Agent may accept deposits from, lend money to, acquire
equity interests in, and generally engage in any kind of banking, trust,
financial advisory or other business with the Obligors or any Affiliate of the
Obligors as if it were not performing the duties specified herein, and may
accept fees and other consideration from the Obligors for services in connection
with this Agreement and otherwise without having to account for the same with
the Lenders.

     

    
      	
              11.8  

            	
              Holders of Revolving
      Notes.

            


    

     

      Agent
may deem and treat the payee of any Revolving Note as the owner thereof for all
purposes hereof unless and until a written notice of the assignment or transfer
thereof shall have been filed with Agent.  Any request, authority or
consent of any Person who, at the time of making such request or giving such
authority or consent, is the holder of any Revolving Note, shall be conclusive
and binding on any subsequent holder, transferee or assignee of such Revolving
Note or of any Revolving Note or Revolving Notes issued in exchange
therefor.

     

    
      	
              11.9  

            	
              [Reserved].

            


    

     

    
      
         

      

      
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              11.10  

            	
              Collateral
      Matters.

            


    

     

    
      	
              (a)  

            	
              Each
      Lender authorizes and directs Agent to enter into the Security Documents
      or any amendments thereto for the benefit of Lenders.  Each
      Lender authorizes and directs Agent to enter into any acknowledgment
      agreement with any landlord, warehouseman, filler, packer or processor of
      Borrower.  Each Lender also authorizes and directs Agent to
      review and approve all agreements regarding the Cash Concentration Account
      (including the Deposit Account Control Agreement) on such terms as Agent
      deems necessary.  Each Lender hereby agrees, and each holder of
      any Revolving Note by the acceptance thereof will be deemed to agree,
      that, except as otherwise set forth herein, any action taken by the
      Required Lenders or each of the Lenders, as applicable, in accordance with
      the provisions of this Agreement or the Security Documents, and the
      exercise by the Required Lenders or each of the Lenders, as applicable, of
      the powers set forth herein or therein, together with such other powers as
      are reasonably incidental thereto, shall be authorized and binding upon
      all of the Lenders.  Agent is hereby authorized on behalf of all
      of the Lenders, without the necessity of any notice to or further consent
      from any Lender, from time to time prior to an Event of Default, to take
      any action with respect to any Collateral or Security Document that may be
      necessary or appropriate to perfect and maintain perfected the security
      interest in and liens upon the Collateral granted herein and pursuant to
      the Security Documents.  The rights, remedies, powers and
      privileges conferred upon Agent hereunder and under the other Loan
      Documents may be exercised by Agent without the necessity of the joinder
      of any other parties unless otherwise required by applicable
      law.

            


    

     

    
      	
              (b)  

            	
              Lenders
      hereby authorize Agent, at its option and in its Permitted Discretion, to
      release any Lien granted to or held by Agent upon any Collateral
      (i) on the Termination Date, or (ii) constituting property being
      sold or disposed of upon receipt of the proceeds of such sale by Agent if
      Borrower certifies to Agent that the sale or disposition is made in
      compliance with Section 8.2
      (and Agent may rely conclusively on any such certificate, without further
      inquiry).

            


    

     

    
      	
              (c)  

            	
              Upon
      any sale and transfer of Collateral that is expressly permitted pursuant
      to the terms of this Agreement, or consented to in writing by the Required
      Lenders or all of the Lenders, as applicable, and upon at least five (5)
      Business Days' prior written request by Borrower, Agent shall (and is
      hereby irrevocably authorized by Lenders to) execute such documents as may
      be necessary to evidence the release of the Liens granted to Agent for the
      benefit of the Lender Group herein or pursuant hereto upon the Collateral
      that was sold or transferred; provided that
      (i) Agent shall not be required to execute any such document on terms
      that, in Agent's opinion, would expose Agent or any Lender to liability or
      create any obligation or entail any consequence other than the release of
      such Liens without recourse or warranty and (ii) such release shall
      not in any manner discharge, affect or impair the Obligations or any Liens
      upon (or obligations of Borrower in respect of) all interests retained by
      Borrower, including the proceeds of the sale, all of which shall continue
      to constitute part of the Collateral.  In the event of any sale
      or transfer of Collateral, or any foreclosure with respect to any of the
      Collateral, Agent shall be authorized to deduct all of the expenses
      reasonably incurred by Agent from the proceeds of any such sale, transfer
      or foreclosure.

            


    

     

    
      
         

      

      
        55

        
          

        

      

      
         

      

    

     

    
      	
              (d)  

            	
              Agent
      shall have no obligation whatsoever to Lenders or to any other Person to
      assure that the Collateral exists or is owned by Borrower or is cared for,
      protected or insured or that the liens granted to Agent herein or pursuant
      hereto have been properly or sufficiently or lawfully created, perfected,
      protected or enforced or are entitled to any particular priority, or to
      exercise or to continue exercising at all or in any manner or under any
      duty of care, disclosure or fidelity any of the rights, authorities and
      powers granted or available to Agent in this Section 11.10
      or in any of the Security Documents, it being understood and agreed that
      in respect of the Collateral, or any act, omission or event related
      thereto, Agent may act in any manner it may deem appropriate, in its sole
      discretion, given Agent's own interest in the Collateral as one of the
      Lenders and that Agent shall have no duty or liability whatsoever to
      Lenders, except for its gross negligence or willful
      misconduct.

            


    

     

    
      	
              (e)  

            	
              Agent
      shall promptly, upon receipt thereof, forward to each Lender copies of the
      results of any field examinations by Agent with respect to Borrower and
      any appraisals obtained by Agent with respect to any of the
      Collateral.  Agent shall have no liability to any Lender for any
      errors in or omissions from any field examination or other examination of
      Borrower or the Collateral, or in any such appraisal, unless such error or
      omission was the direct result of Agent's willful
    misconduct.

            


    

     

    
      	
              (f)  

            	
              It
      is the purpose of this Agreement that there shall be no violation of any
      applicable law denying or restricting the right of financial institutions
      to transact business as an agent in any jurisdiction.  It is
      recognized that, in case of litigation under any of the Loan Documents, or
      in case Agent deems that by reason of present or future laws of any
      jurisdiction Agent might be prohibited from exercising any of the powers,
      rights or remedies granted to Agent, or Lenders hereunder or under any of
      the Loan Documents or from holding title to or a Lien upon any Collateral
      or from taking any other action which may be necessary hereunder or under
      any of the Loan Documents, Agent may appoint an additional Person or
      Persons as a separate collateral agent or co-collateral agent that is not
      so prohibited from taking any of such actions or exercising any of such
      powers, rights or remedies.  If Agent shall appoint an
      additional Person as a separate collateral agent or co-collateral agent as
      provided above, each and every remedy, power, right, claim, demand or
      cause of action intended by this Agreement and any of the Loan Documents
      to be exercised by or vested in or conveyed to Agent with respect thereto
      shall be exercisable by and vested in such separate collateral agent or
      co-collateral agent, but only to the extent necessary to enable such
      separate collateral agent or co-collateral agent to exercise such powers,
      rights and remedies, and every covenant and obligation necessary to the
      exercise thereof by such separate collateral agent or co-collateral agent
      shall run to and be enforceable by any of them.  Should any
      instrument from Lenders be required by the separate collateral agent or
      co-collateral agent so appointed by Agent in order more fully and
      certainly to vest in and confirm to him or it such rights, powers, duties
      and obligations, any and all of such instruments shall, on request, be
      executed, acknowledged and delivered by Lenders whether or not a Default
      or Event of Default then exists.  In case any separate
      collateral agent or co-collateral agent, or a successor to either, shall
      die, become incapable of acting, resign or be removed, all the estates,
      properties, rights, power, duties and obligations of such separate
      collateral agent or co-collateral agent, so far as permitted by applicable
      law, shall vest in and be exercised by Agent until the appointment of a
      new collateral agent or successor to such separate collateral agent or
      co-collateral agent.

            


    

     

    
      
         

      

      
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              11.11  

            	
              Actions with Respect
      to Defaults.

            


    

     

      In
addition Agent's right to take actions on its own accord as permitted under this
Agreement, Agent shall take such action with respect to a Default or Event of
Default as shall be directed by the Required Lenders or all of the Lenders, as
the case may be; provided that, until
Agent shall have received such directions, Agent may (but shall not be obligated
to) take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable and in the best interests
of Lenders, including actions permitted by Section 10.2.

     

    
      	
              11.12  

            	
              Delivery of
      Information.

            


    

     

      Agent
shall not be required to deliver to any Lender originals or copies of any
documents, instruments, notices, communications or other information received by
Agent or from the Obligors or any of their Subsidiaries, the Required Lenders,
any Lender or any other Person under or in connection with this Agreement or any
other Loan Document except (a) as specifically provided in this Agreement or any
other Loan Document and (b) as specifically requested from time to time in
writing by any Lender with respect to a specific document instrument, notice or
other written communication received by and in the possession of Agent at the
time of receipt of such request and then only in accordance with such specific
request.

     

    
      	
              11.13  

            	
              No Reliance on Agent's
      Customer Identification
Program.

            


    

     

      Each
Lender acknowledges and agrees that neither such Lender, nor any of its
Affiliates, participants or assignees, may rely on Agent to carry out such
Lender's, Affiliate's, participant's or assignee's customer identification
program, or other obligations required or imposed under or pursuant to the
Patriot Act or the regulations thereunder, including the regulations contained
in 31 CFR 103.121 (as hereafter amended or replaced, the "CIP Regulations"), or
any other Anti-Terrorism Law, including any programs involving any of the
following items relating to or in connection with Borrower, its Affiliates or
its agents, the Loan Documents or the transactions hereunder:  (a) any
identity verification procedures, (b) any record keeping, (c) any comparisons
with government lists, (d) any customer notices or (e) any other procedures
required under the CIP Regulations or such other laws.

     

    
      	
              11.14  

            	
              USA Patriot
      Act.

            


    

     

      Each
Lender or assignee or participant of a Lender that is not organized under the
laws of the United States of America or a state thereof (and is not excepted
from the certification requirement contained in Section 313 of the Patriot Act
and the applicable regulations because it is both (a) an Affiliate of a
depository institution or foreign bank that maintains a physical presence in the
United States or foreign country, and (b) subject to supervision by a banking
authority regulating such affiliated depository institution or foreign bank)
shall deliver to Agent the certification, or, if applicable, recertification,
certifying that such Lender is not a "shell" and certifying to other matters as
required by Section 313 of the Patriot Act and the applicable
regulations:  (i) within ten (10) days after the Closing Date and
(ii) at such other times as are required under the Patriot
Act.

     

    
      	
              11.15  

            	
              Non-Consenting
      Lender.

            


    

     

      In
the event any Lender's consent is required pursuant to the provisions of this
Agreement and such Lender does not respond to any request by Agent, as
applicable, for such consent within ten (10) Business Days after such request is
made to such Lender, such failure to respond shall be deemed a
consent.  In addition, in the event that any Lender declines to give
its consent to any request that is approved by the Required Lenders, it is
hereby mutually agreed that Agent and/or any other Lender shall have the right
(but not the obligation) to purchase, within thirty (30) days following such
request, such Lender's share of the Revolving Loan Advances for the full amount
thereof together with accrued interest thereon to the date of such
purchase.

     

    
      
         

      

      
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    ARTICLE
XII - JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; AND GOVERNING
LAW

     

    
      	
              12.1  

            	
              Governing Law; Choice
      of Forum; Service of Process; Jury Trial
  Waiver.

            


    

     

    
      	
              (a) 

            	
              The
      provisions of this Agreement shall be governed by and construed in
      accordance with the laws of the State of Rhode Island, without reference
      to applicable conflict of law
principles.

            


    

     

    
      	
              (a)

            	
              The
      parties hereto irrevocably consent and submit to the non-exclusive
      jurisdiction of Rhode Island Courts in connection with the resolution of
      any disputes relating to this Agreement or the other Loan
      Documents.  Borrower irrevocably waives any objection based on
      venue or forum non conveniens with respect to any action instituted
      therein arising under this Agreement or any of the other Loan Documents,
      or in any way connected with or related or incidental to the dealings of
      the parties in respect of this Agreement or the other Loan Documents or
      the transactions related hereto or thereto, in each case whether now
      existing or hereafter arising, and whether in contract, tort, equity or
      otherwise, and agrees that any dispute with respect to any such matters
      shall be heard only in the courts described above (except that the Lender
      Group shall have the right to bring any action or proceeding against
      Borrower or its property in the courts of any other jurisdiction which
      Agent deems necessary or appropriate in order to realize on the Collateral
      or otherwise enforce its rights against Borrower or its property, or any
      guarantor of the Obligations.

            


    

     

    
      	
              (b)  

            	
              Borrower
      waives personal service of any and all process upon it and consents that
      all such service of process may be made by registered mail (return receipt
      requested) directed to Borrower at the address set forth below and service
      so made shall be deemed to be completed five (5) Business Days after the
      same shall have been so deposited in the United States
      mail.  Nothing contained in this Agreement shall affect the
      right of the Lender Group to serve legal process by any other manner
      permitted by law.

            


    

     

    
      	
              (c)  

            	
              BORROWER
      AND THE LENDER GROUP EACH HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY
      CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR
      ANY OF THE OTHER LOAN DOCUMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR
      INCIDENTAL TO THE DEALINGS OF THE PARTIES TO THIS AGREEMENT IN RESPECT OF
      THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR THE RELATED TRANSACTIONS,
      INCLUDING WITHOUT LIMITATION, THE OBLIGATIONS OF BORROWER AND ANY
      GUARANTOR, THE COLLATERAL, OR ANY INSTRUMENT, DOCUMENT OR GUARANTY
      DELIVERED PURSUANT TO THIS AGREEMENT, OR THE VALIDITY, PROTECTION,
      INTERPRETATION, ADMINISTRATION, COLLECTION OR ENFORCEMENT OF THIS
      AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, WHETHER NOW EXISTING OR
      HEREAFTER ARISING, WHETHER IN CONTRACT, TORT, EQUITY OR
      OTHERWISE.  BORROWER AND THE LENDER GROUP EACH HEREBY AGREES
      THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY
      COURT TRIAL WITHOUT A JURY AND THAT BORROWER OR THE LENDER GROUP MAY FILE
      AN ORIGINAL COUNTERPART OF THIS AGREEMENT WITH ANY COURT AS WRITTEN
      EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO A
      TRIAL BY JURY.

            


    

     

    
      	
              (d)  

            	
              Borrower
      hereby releases and exculpates each member of the Lender Group, its
      officers, employees and designees, and the Lender Group shall not have any
      liability to Borrower (whether in contract, tort, equity or otherwise) for
      losses suffered by Borrower in connection with, arising out of, or in any
      way related to the transactions or relationships contemplated by this
      Agreement, or any act, omission or event occurring in connection herewith,
      unless it is determined by a final and non-appealable judgment or court
      order binding on the Lender Group, that the losses were the result of acts
      or omissions constituting gross negligence or willful
      misconduct.

            


    

     

    
      	
              12.2  

            	
              Waiver of Certain
      Claims and Counterclaims.

            


    

     

      In
no event shall the Lender Group have any liability to Borrower for lost profits
or other special, consequential, incidental, exemplary or punitive damages in
connection with this Agreement or any of the other Loan Documents or the
transactions contemplated hereby or thereby, and Borrower expressly waives any
and all right to assert any such claims.  Borrower further waives all
rights to interpose any claims, deductions, setoffs, recoupment, or
counterclaims of any nature (other than compulsory counterclaims) in any action
or proceeding with respect to this Agreement, the Obligations, the Collateral or
any matter arising therefrom or relating hereto or thereto.  No
officer of any member of the Lender Group has any authority to waive, condition,
or modify the provisions of this section.

     

    
      	
              12.3  

            	
              Indemnification.

            


    

     

      Borrower
agrees to indemnify, save and hold harmless the Lender Group and their
respective directors, officers, agents, attorneys and employees from and
against: (i) the use or contemplated use of the proceeds of any of the Loans,
any transaction contemplated by this Agreement or the other Loan Documents, or
any relationship with Borrower or any other party to this Agreement or the other
Loan Documents; (ii) any administrative or investigative proceeding by any
governmental agency arising out of or related to a claim, demand, action or
cause of action described in clause (i) above; and (iii) any and all
liabilities, losses, costs or expenses (including reasonable attorneys' fees and
disbursements and other professional services) that any party indemnified
hereunder suffers or incurs as a result of any foregoing claim, demand, action
or cause of action; provided, however, that no such
indemnitee shall be entitled to indemnification for any loss caused by its own
gross negligence or willful misconduct.  Any obligation or liability
of Borrower to any such indemnitee under this section shall survive the
expiration or termination of this Agreement and the repayment of the Loans and
performance of all Obligations.

     

    
      
         

      

      
        58

        
          

        

      

      
         

      

    

     

    ARTICLE
XIII -  MISCELLANEOUS

     

    
      	
              13.1  

            	
              Power of
      Attorney.

            


    

     

      Borrower
irrevocably appoints Agent, and any person designated by Agent, as Borrower's
true and lawful attorney-in-fact to:  (a) endorse for Borrower,
in Agent's or Borrower's name, any draft or other order for the payment of money
payable to Borrower; and (b) execute and file or submit for recording, in
Agent's or Borrower's name, Financing Statements describing the
Collateral.  Agent shall not be liable to Borrower for any action
taken by Agent or its designee under this power of attorney, except to the
extent that such action was taken by Agent in bad faith or with gross negligence
or willful misconduct.  Borrower agrees that a carbon, photographic or
other reproduction of a Financing Statement or this Agreement may be filed by
Agent as a Financing Statement.

     

    
      	
              13.2  

            	
              Outstanding Loan
      Balance.

            


    

     

      The
outstanding principal amount of, and accrued interest on, the Loans and the
Interest Rate applicable to the Loans from time to time, shall be, at all times,
ascertained from the records of Agent and shall be conclusive absent manifest
error.

     

    
      	
              13.3  

            	
              Entire Agreement,
      Successors and Assigns and Course of
  Dealing.

            


    

     

      This
Agreement along with the other Loan Documents constitutes the entire agreement
among the Obligors, Agent and Lenders, supersedes any prior agreements among
them, and shall bind and benefit the Obligors and Lenders and their respective
successors and permitted assigns.  The enumeration in this Agreement
of each Lender's rights and remedies is not intended to be exclusive, and such
rights and remedies are in addition to and not by way of limitation of any other
rights or remedies that any Lender may have under the UCC or other Applicable
Law.  No course of dealing and no delay or failure of the Lender Group
to exercise any right, power or privilege under any of the Loan Documents will
affect any other or future exercise of such right, power or
privilege.  The exercise of any one right, power or privilege shall
not preclude the exercise of any others, all of which shall be
cumulative.

     

    
      	
              13.4  

            	
              Assignments and
      Participations.

            



     

    
      	
              (a)  

            	
              Borrower
      shall not have the right to assign this Agreement or any interest therein
      except with the prior written consent of
  Lenders.

            


    

     

    
      	
              (b)  

            	
              Notwithstanding
      subsection (c) of this Section 13.4,
      nothing herein shall restrict, prevent or prohibit any Lender from
      (i) pledging its Loans hereunder to a Federal Reserve Bank in support
      of borrowings made by such Lender from such Federal Reserve Bank or
      (ii) granting assignments or participations in such Lender's Loans
      and/or Commitments hereunder to any Approved Assignee.  Any
      Lender may make, carry or transfer Loans at, to or for the account of, any
      of its branch offices or the office of an Affiliate of such Lender except
      to the extent such transfer would result in increased costs to
      Borrower.

            


    

     

    
      
         

      

      
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              (c)  

            	
              Any
      Lender may, in the ordinary course of its lending business and in
      accordance with applicable law, at any time, assign to any Approved
      Assignee and, with the consent of Agent, and, if no Event of Default then
      exists, Borrower (with such consent not to be unreasonably withheld or
      delayed), assign to one or more other Eligible Assignees all or a portion
      of its rights and obligations under this Agreement and any Revolving Notes
      held by it; provided, however, that
      (i) any such assignment of a portion must be for a constant and non
      varying portion of its Loans and Commitments,  (ii) for
      each such assignment, the parties thereto shall execute and deliver to
      Agent, for its acceptance and recording in the Register (as defined
      below), an Assignment and Acceptance, together with any Revolving Note or
      Revolving Notes subject to such assignment and a processing and
      recordation fee of $3,000 to be paid by the assignee, (iii) no such
      assignment shall be for less than $5,000,000 or, if less, the entire
      remaining Commitments of such Lender of the Commitments and (iv) if
      such assignee is a Foreign Lender, all of the requirements of Section 1.9
      shall have been satisfied as a condition to such assignment; and provided, further, that
      any assignment to an Approved Assignee shall not be subject to the minimum
      assignment amounts specified herein.  Upon such execution and
      delivery of the Assignment and Acceptance to Agent, from and after the
      Acceptance Date, (x) the assignee thereunder shall be a party hereto,
      and, to the extent that rights and obligations hereunder have been
      assigned to it pursuant to such Assignment and Acceptance, such assignee
      shall have the rights and obligations of a Lender hereunder and
      (y) the assignor thereunder shall, to the extent that rights and
      obligations hereunder have been assigned by it pursuant to such Assignment
      and Acceptance, relinquish its rights (other than any rights it may have
      pursuant to Sections 12.3
      and 13.7
      which will survive) and be released from its obligations under this
      Agreement (and, in the case of an Assignment and Acceptance covering all
      or the remaining portion of an assigning Lender's rights and obligations
      under this Agreement, such Lender shall cease to be a party
      hereto).

            


    

     

    
      	
              (d)  

            	
              By
      executing and delivering an Assignment and Acceptance, the assignee
      thereunder confirms and agrees as follows: (i) other than as provided
      in such Assignment and Acceptance, the assigning Lender makes no
      representation or warranty and assumes no responsibility with respect to
      any statements, warranties or representations made in or in connection
      with this Agreement or the execution, legality, validity, enforceability,
      genuineness, sufficiency or value of this Agreement, the Revolving Notes
      or any other instrument or document furnished pursuant hereto,
      (ii) such assigning Lender makes no representation or warranty and
      assumes no responsibility with respect to the financial condition of the
      Obligors or the performance or observance by the Obligors of any of its
      obligations under this Agreement or any of the other Loan Documents or any
      other instrument or document furnished pursuant hereto or thereto,
      (iii) such assignee confirms that it has received a copy of this
      Agreement, together with copies of the financial statements referred to in
      Section 7.1
      and such other documents and information as it has deemed appropriate to
      make its own credit analysis and decision to enter into such Assignment
      and Acceptance, (iv) such assignee will, independently and without
      reliance upon Agent, such assigning Lender or any other Lender and based
      on such documents and information as it shall deem appropriate at the
      time, continue to make its own credit decisions in taking or not taking
      action under this Agreement, (v) such assignee appoints and
      authorizes Agent to take such action as agent on its behalf and to
      exercise such powers under this Agreement and the other Loan Documents as
      are delegated to Agent by the terms hereof, together with such powers as
      are reasonably incidental thereto and (vi) such assignee agrees that
      it will perform in accordance with their terms all of the obligations
      which by the terms of this Agreement are required to be performed by it as
      a Lender.

            


    

     

    
      	
              (e)  

            	
              Agent
      shall maintain at its address referred to in Section 13.6
      a copy of each Assignment and Acceptance delivered to and accepted by it
      and a register for the recordation of the names and addresses of Lenders
      and the Commitments of, and principal amount of the Loans owing to, each
      Lender from time to time (the "Register").  The
      entries in the Register shall be conclusive and binding for all purposes,
      absent manifest error, and Borrower, Agent, and Lenders may treat each
      Person whose name is recorded in the Register as a Lender hereunder for
      all purposes of this Agreement.  The Register and copies of each
      Assignment and Acceptance shall be available for inspection by Borrower or
      any Lender at any reasonable time and from time to time upon reasonable
      prior notice.

            


    

     

    
      
         

      

      
        60

        
          

        

      

      
         

      

    

     

    
      	
              (f)  

            	
              Upon
      its receipt of an Assignment and Acceptance executed by an assigning
      Lender, together with any Revolving Note or Revolving Notes subject to
      such assignment, Agent shall, if such Assignment and Acceptance has been
      completed and is in substantially the form of Exhibit B,
      (i) accept such Assignment and Acceptance, (ii) record the
      information contained therein in the Register and (iii) give prompt
      notice thereof to Borrower.  Within five (5) Business Days
      after its receipt of such notice, if requested by the assignee, Borrower
      shall execute and deliver to Agent in exchange for any surrendered
      Revolving Note or Revolving Notes (which the assigning Lender agrees to
      promptly deliver to Borrower) a new Revolving Note or Revolving Notes to
      the order of the assignee in an amount equal to the Commitment or
      Commitments assumed by it pursuant to such Assignment and Acceptance and,
      if the assigning Lender has retained a Commitment or Commitments hereunder
      and if requested by it, a new Revolving Note or Revolving Notes to the
      order of the assigning Lender in an amount equal to the Commitment or
      Commitments retained by it hereunder.  Any such new Revolving
      Note or Revolving Notes shall re-evidence the indebtedness outstanding
      under any old Revolving Notes or Revolving Notes and shall be in an
      aggregate principal amount equal to the aggregate principal amount of any
      such surrendered Revolving Note or Revolving Notes (or if none, the amount
      of the Commitments so assigned), and shall otherwise be in substantially
      the form of any Revolving Note or Revolving Notes subject to such
      assignments.

            


    

     

    
      	
              (g)  

            	
              Each
      Lender may sell participations (without the consent of Agent, Borrower or
      any other Lender) to one or more parties in or to all or a portion of its
      rights and obligations under this Agreement (including all or a portion of
      its Commitments, the Loans owing to it and any Revolving Note or Revolving
      Notes held by it); provided that
      (i) such Lender's obligations under this Agreement (including its
      Commitments to Borrower hereunder) shall remain unchanged, (ii) such
      Lender shall remain solely responsible to the other parties hereto for the
      performance of such obligations, (iii) such Lender shall remain the
      holder of any such Revolving Note for all purposes of this Agreement,
      (iv) Borrower, Agent, and the other Lenders shall continue to deal
      solely and directly with such Lender in connection with such Lender's
      rights and obligations under this Agreement and (v) such Lender shall
      not transfer, grant, assign or sell any participation under which the
      participant shall have rights to approve any amendment or waiver of this
      Agreement except to the extent such amendment or waiver would
      (A) extend the final maturity date or the date for the payments of
      any Installment of fees or principal or interest of any Loans in which
      such participant is participating, (B) reduce the amount of any
      Installment of principal of the Loans in which such participant is
      participating, (C) except as otherwise expressly provided in this
      Agreement, reduce the interest rate applicable to the Loans in which such
      participant is participating, or (D) except as otherwise expressly
      provided in this Agreement, reduce any fees payable
    hereunder.

            


    

     

    
      	
              (h)  

            	
              Each
      Lender agrees that, without the prior written consent of Borrower and
      Agent, it will not make any assignment or sell a participation hereunder
      in any manner or under any circumstances that would require registration
      or qualification of, or filings in respect of, any Loan, Revolving Note or
      other Obligation under the securities laws of the United States of America
      or of any jurisdiction.

            


    

     

    
      	
              (i)  

            	
              In
      connection with the efforts of any Lender to assign its rights or
      obligations or to participate interests, such Lender may disclose any
      information in its possession regarding Borrower or any of its
      Subsidiaries, subject to Section 13.14.

            


    

     

    
      
         

      

      
        61

        
          

        

      

      
         

      

    

     

    
      	
              13.5  

            	
              Amendments,
      Etc.

            


    

     

      Neither
the waiver of any provision of this Agreement or any other Loan Document, nor
the consent to any departure by any Obligor therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Required
Lenders, or if Lenders shall not be parties thereto, by the parties thereto and
consented to by Agent, and each such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given. No
amendment of this Agreement shall be effective unless signed by Borrower, Agent
and the Required Lenders; provided that unless signed by Borrower and all
Lenders no amendment, waiver or consent shall do any of the following:
(a) increase the Commitments of Lenders or subject Lenders to any
additional obligations, (b) except as otherwise expressly provided in this
Agreement, reduce the principal of, or interest on, any Loan or Revolving Note
or any fees hereunder, (c) postpone any date fixed for any payment or
mandatory prepayment in respect of principal of, or interest on, any Loan or
Revolving Note or any fees hereunder, (d) change the percentage of the
Commitments, or any minimum requirement necessary for Lenders or the Required
Lenders to take any action hereunder, (e) amend or waive Section 1.5,
Section 1.8,
Section 11.6 or
this Section 13.5, or
change the definition of "Required Lenders", (f) except as otherwise
expressly provided in this Agreement, and other than in connection with the
financing, refinancing, sale or other disposition of any asset of Borrower
permitted under this Agreement, release any Liens in favor of Lenders on any
material portion of the Collateral or (g) modify the definition of
"Borrowing Base" or increase the advance rates used to calculate the Borrowing
Base and, provided, further, that no
amendment, waiver or consent affecting the rights or duties of Agent under any
Loan Document shall in any event be effective, unless in writing and signed by
Agent in addition to Lenders required hereinabove to take such
action.  Notwithstanding any of the foregoing to the contrary, the
consent of Borrower shall not be required for any amendment, modification or
waiver of the provisions of Article XI
(other than the provisions of Section 11.9).  In
addition, Borrower and Lenders hereby authorize Agent to modify this Agreement
by unilaterally amending or supplementing Schedule R from
time to time in the manner requested by Borrower, Agent or any Lender in order
to reflect any assignments or transfers of the Loans as provided for hereunder;
provided, however, that Agent
shall promptly deliver a copy of any such modification to Borrower and each
Lender.  Notwithstanding anything contained herein to the contrary,
this Agreement may be amended and restated without the consent of any Lender,
Agent if, upon giving effect to such amendment and restatement, such Lender, or
Agent, as the case may be, shall no longer be a party to this Agreement (as so
amended and restated) or have any Commitment or other obligation hereunder and
shall have been paid in full all amounts payable hereunder to such Lender, or
Agent, as the case may be.

     

    
      	
              13.6  

            	
              Notices.

            


    

     

      Except
as otherwise provided herein, whenever any notice, demand, request or other
communication shall or may be given to or served upon any party by any other
party, or whenever any party desires to give or serve upon any other party any
communication with respect to this Agreement, each such communication shall be
in writing and shall be deemed to have been validly served, given or delivered
(a) upon the earlier of actual receipt and five (5) Business Days
after deposit in the United States mail, registered or certified mail, return
receipt requested, with proper postage prepaid, (b) upon transmission, when
sent by telecopy or other similar facsimile transmission (with such telecopy or
facsimile promptly confirmed by delivery of a copy by personal delivery or
United States mail as otherwise provided in this Section 13.6),
(c) one (1) Business Day after deposit with a reputable overnight
courier with all charges prepaid or (d) when hand-delivered, all of which
shall be addressed to the party to be notified and sent to the address or
facsimile number indicated in the signature page to this Agreement or to such
other address (or facsimile number) as may be substituted by the giving of
notice of such substitution.  Delivery of a copy of any notice under
this Section 13.6 to
an individual designated on the signature page as "with a copy to" shall not be
deemed notice to a party.

     

    
      
         

      

      
        62

        
          

        

      

      
         

      

    

     

    
      	
              13.7  

            	
              Expenses.

            


    

     

      Borrower
agrees to pay all out-of-pocket costs and expenses of (a) Agent in
connection with (i) the negotiation, preparation, execution, delivery,
administration and monitoring of this Agreement and the other Loan Documents and
the documents and instruments referred to therein or executed in connection
therewith, including evaluating the compliance by the Obligors with law and the
provisions of such documents (including the reasonable fees and expenses of
special counsel to Agent and the fees and expenses of counsel for Agent in
connection with collateral issues and all due diligence, appraisal, field exam,
environmental audit and other similar costs), and (ii) any amendment,
waiver or consent relating hereto and thereto including any such amendments,
waivers or consents resulting from or related to any work-out, re-negotiation or
restructure relating to the performance by any of the Obligors under this
Agreement or any other Loan Documents and (b) the Lender Group in
connection with enforcement of the Loan Documents and the documents and
instruments referred to therein or executed in connection therewith, including
but not limited to, any work-out, re-negotiation or restructure relating to the
performance by any of the Obligors under this Agreement or any other Loan
Documents, including in connection with any such enforcement, the reasonable
fees and disbursements of counsel for Agent and each of the Lenders (including
the allocated costs of internal counsel), and the reasonable fees and expenses
of a financial consultant engaged by Agent or its counsel in connection with the
foregoing.  Borrower also agrees to pay or reimburse Agent for the
costs of conducting the appraisal of Borrower's Inventory.

     

    
      	
              13.8  

            	
              Assignment of
      Purchased Accounts.

            


    

     

      This
Agreement may be supplemented by separate assignments of Purchased Accounts,
and, if such assignments are executed, the rights and interests given by
Borrower pursuant to such assignments shall be in addition to, and not in
limitation of, the rights and security interests given by Borrower under this
Agreement.  Agent will not be responsible for the collection of
proceeds of any of the Collateral, or for losses of collected proceeds held by
Borrower in trust for the Lender Group.

     

    
      	
              13.9  

            	
              Binding Effect;
      Severability.

            


    

     

      This
Agreement shall not be deemed to create any right in any party except as
provided herein and shall inure to the benefit of, and be binding upon, the
successors and assigns of Borrower and the Lender Group.  All of
Borrower's obligations under this Agreement are absolute and unconditional and
shall not be subject to any offset or deduction whatsoever.  The
provisions of this Agreement are intended to be severable.  If any
provision of this Agreement is held invalid or unenforceable in whole or in
part, such provision will be ineffective to the extent of such invalidity or
unenforceability without in any manner effecting the validity or enforceability
of the remaining provisions of this Agreement.  

     

    
      	
              13.10  

            	
              Final
      Agreement.

            


    

     

      This
Agreement and the other Loan Documents are intended by Borrower and the Lender
Group to be the final, complete, and exclusive expression of the agreement
between them.  This Agreement supersedes any and all prior oral or
written agreements relating to the subject matter
hereof.  

     

    
      
         

      

      
        63

        
          

        

      

      
         

      

    

     

    
      	
              13.11  

            	
              Counterparts.

            


    

     

      This
Agreement may be executed in any number of counterparts and by the different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all of which shall together constitute one
and the same instrument.  Any signatures delivered by a party by
facsimile transmission or by e-mail transmission of an adobe file format
document (also known as a "PDF file") shall be deemed an original signature
hereto.  Any party delivering an executed counterpart of this
Agreement by facsimile or as a PDF file also shall deliver an original executed
counterpart of such agreement but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, and binding effect of
this Agreement.  

     

    
      	
              13.12  

            	
              Captions.

            


    

     

      The
captions contained in this Agreement are for convenience of reference only, are
without substantive meaning and should not be construed to modify, enlarge, or
restrict any provision.

     

    
      	
              13.13  

            	
              [Reserved].

            


    

     

    
      	
              (a)  

            	 


    

     

    
      	
              13.14  

            	
              Information.

            


    

     

      Each
member of the Lender Group agrees to keep confidential any information furnished
or made available to it by Borrower pursuant to this Agreement that is marked
confidential; provided that nothing
herein shall prevent any member of the Lender Group from disclosing such
information (a) to any other member of the Lender Group or any Affiliate of
any member of the Lender Group, or any officer, director, employee, agent, or
advisor of any member of the Lender Group or Affiliate of any member of the
Lender Group, (b) to any other Person if reasonably incidental to the
administration of the credit facility provided herein, (c) as required by
any law, rule, or regulation, (d) upon the order of any court or
administrative agency, (e) upon the request or demand of any regulatory
agency or authority; provided, however, that, to the
extent permitted by law, the affected member of the Lender Group shall provide
prior written notice to Borrower of any such request or demand, (f) that is
or becomes available to the public or that is or becomes available to any member
of the Lender Group other than as a result of a disclosure by any member of the
Lender Group prohibited by this Agreement, (g) in connection with any
litigation to which such member of the Lender Group or any of its Affiliates may
be a party, whether to defend itself, reduce its liability, protect or exercise
any of its claims, rights, remedies or interests under or in connection with the
Loan Documents or otherwise, (h) to the extent necessary in connection with
the exercise of any remedy under this Agreement or any other Loan Document or to
any actual or proposed participant or assignee; provided that such
party is informed of the confidential nature of such information and that by
receiving such information it is agreeing to be bound by these provisions,
(i) to Gold
Sheets and other similar bank trade publications; such information to
consist of deal terms and other information customarily found in such
publications subject to the prior review of such communication by the Obligors
and (j) to (i) to an investor or prospective investor in an Approved
Fund that also agrees that the information shall be used solely for the purpose
of evaluating an investment in such Approved Fund, (ii) to a trustee,
collateral manager, servicer, backup servicer, noteholder or secured party in an
Approved Fund in connection with the administration, servicing and reporting on
the assets serving as collateral for an Approved Fund, or (iii) to a
nationally recognized rating agency that requires access to information
regarding the Obligors, the Loans and Loan Documents in connection with ratings
issued with respect to an Approved Fund; provided that such
party is informed of the confidential nature of such information and that by
receiving such information it is agreeing to be bound by these
provisions.

     

    
      
         

      

      
        64

        
          

        

      

      
         

      

    

     

    
      	
              13.15  

            	
              Nonliability of Agent
      and Lenders.

            


    

     

      The
relationship between Borrower on the one hand and Lenders and Agent on the other
hand shall be solely that of borrower and lender.  None of Agent or
any Lender shall have any fiduciary responsibilities to
Borrower.  None of Agent or any Lender undertakes any responsibility
to Borrower to review or inform Borrower of any matter in connection with any
phase of Borrower's business or operations.

     

    
      	
              13.16  

            	
              Independent Nature of
      Lenders' Rights.

            


    

     

      The
amounts payable at any time hereunder to each Lender on account of such Lender's
Loans and under any Revolving Note or Revolving Notes held by it shall be a
separate and independent debt.

     

    
      	
              13.17  

            	
              Maximum
      Rate.

            


    

     

      Notwithstanding
anything to the contrary contained elsewhere in this Agreement or in any other
Loan Document, Borrower, Agent and Lenders hereby agree that all agreements
among them under this Agreement and the other Loan Documents, whether now
existing or hereafter arising and whether written or oral, are expressly limited
so that in no contingency or event whatsoever shall the amount paid, or agreed
to be paid, to Agent or any Lender for the use, forbearance, or detention of the
money loaned to Borrower and evidenced hereby or thereby or for the performance
or payment of any covenant or obligation contained herein or therein, exceed the
Highest Lawful Rate.  If due to any circumstance whatsoever,
fulfillment of any provisions of this Agreement or any of the other Loan
Documents at the time performance of such provision shall be due shall exceed
the Highest Lawful Rate, then, automatically, the obligation to be fulfilled
shall be modified or reduced to the extent necessary to limit such interest to
the Highest Lawful Rate, and if from any such circumstance any Lender should
ever receive anything of value deemed interest by applicable law which would
exceed the Highest Lawful Rate, such excessive interest shall be applied to the
reduction of the principal amount then outstanding hereunder or on account of
any other then outstanding Obligations and not to the payment of interest, or if
such excessive interest exceeds the principal unpaid balance then outstanding
hereunder and such other then outstanding Obligations, such excess shall be
refunded to Borrower.  All sums paid or agreed to be paid to Agent or
any Lender for the use, forbearance, or detention of the Obligations and other
indebtedness of Borrower to Agent or any Lender shall, to the extent permitted
by applicable law, be amortized, prorated, allocated and spread throughout the
full term of such indebtedness until payment in full so that the actual rate of
interest on account of all such indebtedness does not exceed the Highest Lawful
Rate throughout the entire term of such indebtedness.  The terms and
provisions of this Section shall control every other provision of this Agreement
and all agreements among Borrower, Agent and Lenders.

     

    
      	
              13.18  

            	
              Right of
      Setoff.

            


    

     

      In
addition to and not in limitation of all rights of offset that any Lender or
other holder of a Revolving Note may have under applicable law, upon the prior
written consent of Agent, each Lender or other holder of a Loan or Revolving
Note shall, if any Event of Default has occurred and is continuing and whether
or not such Lender or such holder has made any demand or the Obligations of
Borrower are matured, have the right to appropriate and apply to the payment of
the Obligations of Borrower all deposits (general or special, time or demand,
provisional or final) then or thereafter held by and other indebtedness or
property then or thereafter owing by such Lender or other holder, including any
and all amounts in the Cash Concentration Account.  Any amount
received as a result of the exercise of such rights shall be reallocated among
Lenders as set forth in Section 1.8.

     

    [remainder
of page intentionally left blank]

     

    
      
         

      

      
        65

        
          

        

      

      
         

      

    

     

    The
undersigned, pursuant to due authority, have caused this Agreement to be
executed as of the date set forth above.

     

     

    
      
        	      
                BORROWER:

              	ANCHOR
      FUNDING SERVICES, LLC	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 	 
	 	 	Brad
      Bernstein	 
	 	 	President	 
	 	 	 	 


      

    

     

    
      	 
      	
              Address
      for Notices for Borrower:

              10801
      Johnston Road

              Suite 210

              Charlotte,
      North Carolina 28226

              Attention:  Brad
      Bernstein, President

              Facsimile:  (561)
      961-5005

            
	
               

              with
      a copy to:

            	
               

              K&L
      Gates

              Hearst
      Tower

              214
      North Tryon Street, 47th
      Floor

              Charlotte,
      North Carolina 28202

              Attention:  Evan
      Wolkofsky

              Facsimile:
      (704) 353-3193

            


    

     

    [Signatures
continue on following page.]


    
      
         

      

      
        66

        
          

        

      

      
         

      

    

     

     

     

     

    
      
        	      
                AGENT
      AND LENDERS:

              	TEXTRON
      FINANCIAL CORPORATION, as Agent and a Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	Name	 	 
	 	Title 	 	 
	 	 	 	 
	 	 	Address
      for Notices:	 
	 	 	 	 
	 	 	11575
      Great Oaks Way, Suite 210	 
	 	 	Alpharetta,
      GA 30022	 
	 	 	Attention:
      Business Credit	 
	 	 	Facsimile:  (770)
      360-1672	 
	 	 	with
      a copy to:	 
	 	 	 	 
	 	 	David
      McMichael, Esq.	 
	 	 	Textron
      Financial Corporation	 
	 	 	11575
      Great Oak Way, Suite 210	 
	 	 	Alpharetta,
      GA  30022	 
	 	 	      
                Facsimile:  (770)
      360-1458

              	 


      

    

    


     

    
      
         

      

      
        67

        
          

        

      

      
         

      

    

     

     

    SCHEDULES
TO THE

     

    LOAN
AND SECURITY AGREEMENT

     

    DATED
AS OF NOVEMBER 21, 2008

     

    BY
AND AMONG

     

    


     

    ANCHOR
FUNDING SERVICES, LLC

     

    As
Borrower

     

    EACH
OF THE FINANCIAL INSTITUTIONS

     

    SIGNATORY
HERETO,

     

    As
Lenders,

     

    and

     

    TEXTRON
FINANCIAL CORPORATION,

     

    As
Agent

     

    Dated
as of November 21,2008

     

    Capitalized
terms used herein without definition shall have the meaning ascribed to such
terms in the Loan and Security Agreement.

     

    


     

     

     

    68