**Exhibit 10.55****GENERAL SECURITY AGREEMENT**In consideration of loans, credit or other financial accommodations extended or continued fromtime to time to, or on the guaranty, endorsement or other assurance of, the undersigned (“Obligor”)by RZB Finance LLC (together with its successors and assigns, “RZB”), Obligor hereby agrees asfollows:1. Security Interest. a. To secure the full and punctual payment and performance of all of the Obligations (ashereinafter defined), Obligor hereby grants to RZB a continuing security interest in, andassigns and pledges to RZB, the Collateral (as hereinafter defined).  b. “Obligations” shall mean and include all indebtedness, liabilities, obligations,covenants and duties of Obligor to RZB or any Affiliate of RZB (including those which RZBor such Affiliate may have acquired from others) of every kind, nature and description,direct or indirect, absolute or contingent, due or not due, contractual or tortious,liquidated or unliquidated, arising by operation of law or otherwise, now existing orhereafter arising, and whether or not evidenced by any note or other instrument oragreement and whether or not for the payment of money, including, but not limited to,indebtedness, obligations and liabilities to RZB or such Affiliate of Obligor as a memberof any partnership, syndicate, association or other group.  c. Affiliate and certain other terms used herein are defined in Section 15 hereof.d. As used herein, the term “Collateral” means the property described opposite the box(es)checked below together with the property described in Section 1(f) below:þ A. All Personal Property. All of the personal property and fixtures of the Obligorwherever located and whether now owned or in existence or hereafter acquired or created, of everykind and description, tangible or intangible, including without limitation all inventory(including, without limitation, inventory as defined in Section 1(d)(C) hereof), goods andaccessions thereto, equipment and accessions thereto, farm products, documents, chattel paper(whether tangible or electronic), accounts (including, without limitation, accounts as defined inSection 1(d)(D) hereof), contract rights, securities and other investment property, generalintangibles, tax refund claims, patents, trademarks, intellectual property, payment intangibles,supporting obligations, instruments, promissory notes, letters of credit and proceeds thereof,advices of credit, letter-of-credit rights (whether or not the letter of credit is evidenced by awriting), commercial tort claims, credits, deposits, cash, deposit accounts (general or special),and certificates of deposit, and all products and proceeds of all of the foregoing. Each of suchterms which is defined in the New York Uniform Commercial Code as in effect from time to time shallhave the meaning ascribed thereto therein when used in this Agreement.o B. Equipment. Equipment (of any nature and description), now owned or hereafter acquiredand wherever located, employed in the operation of the Obligor’s business, and all proceeds thereofand products of such equipment in any form whatsoever. As used herein, the term “equipment” shallalso mean and include all spare parts therefor, all present and future additions, attachments andaccessions thereto, all substitutions therefor and replacements thereof. Nothing herein shall beconstrued as giving a right to the Obligor to sell any equipment which is the subject of thisAgreement.o C. Inventory. All of the inventory of the Obligor, of every type or description, nowowned or hereafter acquired and wherever located, whether raw, in process or finished, all goodsusable in processing the same and all documents, documents of title and receipts covering anyinventory (hereinafter, referred to as “inventory”), and all proceeds thereof and products of suchinventory in any form whatsoever, including but not limited to accounts and chattel paper (whethertangible or electronic) and cash proceeds.
 
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o D. Accounts and Chattel Paper. All of the Obligor’s present and future accounts(including, without limitation, health-care-insurance receivables), contract rights, letters ofcredit, letter-of-credit rights, general intangibles, tax refund claims, payment intangibles,software, supporting obligations, instruments, promissory notes, and chattel paper (whethertangible or electronic) and all other rights to the payment of money, whether or not arising out ofthe sale (or lease) of goods or services (herein referred to in the plural as “accounts” and in thesingular as “account”), all proceeds thereof and all liens, securities, guarantees, remedies, andprivileges pertaining thereto, together with all rights and liens of the Obligor in and to suchgoods, including returned or repossessed goods, and all rights and property of any kind forming thesubject matter of any of the accounts, including the right of stoppage in transit.o E. Other.See Schedule A annexed hereto and made a part hereof.If no box is checked, Clause A (All Personal Property) shall be deemed applicable for all purposesof this Agreement. If the Clause A box is checked, checking also the Clause B and/or Clause Cand/or Clause D and/or Clause E box(es) is not intended, and shall not be construed, to limit thegenerality or legal effect of the description contained in Clause A.e. (i) If the Obligor shall at any time acquire a commercial tort claim, as defined inArticle 9 of the Uniform Commercial Code as in effect in the State of New York (“NY UCC Article9”), which the Obligor reasonably believes based upon then-current information is likely to resultin a judgment in favor of the Obligor in excess of $25,000, the Obligor shall promptly notify RZBin a writing signed by the Obligor of the brief details thereof and grant to RZB in such writing asecurity interest therein and in the proceeds thereof, all upon the terms of this Agreement, withsuch writing to be in form and substance reasonably satisfactory to RZB.(ii) RZB may at any time and from time to time file financing statements, continuationstatements and amendments thereto that describe the Collateral as all assets of the Obligor orwords of similar effect and which contain any other information required by NY UCC Article 9 orArticle 9 of the Uniform Commercial Code (“Revised Article 9”) as adopted in any other jurisdiction(including Part 5 thereof) for the sufficiency or filing office acceptance of any financingstatement, continuation statement or amendment, including whether the Obligor is an organization,the type of organization and any organization identification number issued to the Obligor. TheObligor agrees to furnish any such information to RZB promptly upon request. Any such financingstatements, continuation statements or amendments may be signed by RZB on behalf of the Obligor andmay be filed at any time with or without any signature of the Obligor or RZB in any jurisdictionwhether or not NY UCC Article 9 or Revised Article 9 is then in effect in that jurisdiction.(iii) The Obligor shall at any time and from time to time, whether or not NY UCC Article 9 orRevised Article 9 is in effect in any particular jurisdiction, take such steps as RZB may requestfor RZB to (i) obtain an acknowledgment, in form and substance satisfactory to RZB, of any baileehaving possession of any of the Collateral that the bailee holds such Collateral for RZB, (ii)obtain “control” of any investment property, deposit accounts, letter-of-credit rights orelectronic chattel paper (as such terms are defined in NY UCC Article 9 with correspondingprovisions in Sections 9-104, 9-105, 9-106 and 9-107, relating to what constitutes “control” forsuch items of Collateral), with any agreements establishing control to be in form and substancesatisfactory to RZB, and (iii) otherwise insure the continued perfection and priority of RZB’ssecurity interest in any of the Collateral and of the preservation of its rights therein, whetherin anticipation of or following the effectiveness of NY UCC Article 9 in New York or RevisedArticle 9 in any other jurisdiction.f. Any and all deposits or other sums at any time credited by or due from RZB to the Obligor; andany and all monies, securities and other property of the Obligor, and the proceeds thereof now orhereafter held or received by or in transit to RZB from or for the Obligor, whether forsafekeeping, custody, pledge, transmission, collection or otherwise, shall at all times constitutesecurity for any and all Obligations.
 
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2. Rank and Perfection of Security Interest. a. Obligor will not create or permit to exist, nor shall there exist, any securityinterest in, lien, attachment, levy or encumbrance upon, or assignment or pledge assecurity of, any of the Collateral, except the security interest of and assignment andpledge to RZB hereunder and Permitted Liens.  b. (i) Obligor will from time to time, at its expense, take all action requested by RZB,or which may be necessary or desirable, to perfect, continue, evidence, preserve, protector validate the security interest of and assignment and pledge to RZB hereunder to enableRZB to exercise and enforce its rights hereunder, including, but not limited to, (A)executing and delivering one or more notices, financing statements, agreements or otherwritings, and (B) delivering to RZB, and stamping or otherwise marking, in such manner asRZB may specify, any and all chattel paper, instruments, letters and advice of credit anddocuments constituting part of the Collateral, in each case endorsed or accompanied by suchinstruments of assignment as RZB may specify.        (ii) Obligor hereby authorizes RZB, at its option but without any obligation so to do,to file financing and continuation statements and amendments to financing statements, namingObligor as debtor, with respect to any of the Collateral without the signature of Obligor,and agrees that a carbon, photographic or other reproduction of this Agreement or of afinancing statement is sufficient as a financing statement. Obligor shall pay the costs ofany recording or filing of any financing or continuation statements, or amendments thereto,concerning the Collateral.3. Covenants. a. Obligor shall at all times: (i) be the sole owner of each and every item ofCollateral, (ii) defend the Collateral against the claims and demands of all persons and(iii) in the case of tangible property constituting part of the Collateral, (A) properlymaintain and keep in good order and repair such property and (B) keep such property fullyinsured with responsible companies acceptable to RZB against such risks as such Collateralmay be subject to, or as RZB may request, under policies containing loss payable clausesnaming RZB as loss payee as its interests may appear and otherwise in form and substancesatisfactory to RZB, and providing that: (1) all proceeds thereof shall be payable to RZB,(2) such insurance shall not be affected by any act or neglect of Obligor or other owner ofthe property described in such policy, and (3) such policy and loss payable clause may notbe cancelled or amended except upon ten days’ prior written notice to RZB.  b. Obligor will comply with the requirements of all leases, mortgages and otherinstruments relating to premises where any Collateral is located.  c. Obligor will not sell or otherwise dispose of any of the Collateral, except that, ifthe same constitute Collateral, until notice terminating such authority is given by RZB toObligor, (i) accounts may be collected in the ordinary course of business as heretoforeconducted and (ii) inventory or farm products may be sold in the ordinary course ofbusiness as heretofore conducted.  d. Obligor will give RZB not less than 30 days prior written notice of (i) any change in(A) its name, identity or corporate structure, (B) the location of its chief executiveoffice or any other place of business, or (C) the location of any of the Collateral or itsbooks and records concerning any accounts, (ii) the location of each new place of businessopened by Obligor, and (iii) each new location of any Collateral. Obligor will give RZBprompt notice of any loss or depreciation in the value of any of the Collateral. Set forthon Schedule A annexed hereto are all trade namesor trade styles used by Obligor, the location of Obligor’s chief executive office, alllocations of Collateral and all locations of Obligor’s books and records.  e. At any time and from time to time (i) RZB may and is hereby authorized to transfer intoor register in the name of itself or its nominee any instruments, investment property ordocuments constituting a part of the Collateral without notice to Obligor, (ii) RZB mayreceive and retain all Distributions (as hereinafter defined in Section 15), (iii) Obligorwill permit representatives of RZB during normal business hours to inspect its premises andbooks and records pertaining to the Collateral and make extracts from and copies of suchbooks and records, and (iv) upon request, Obligor will enter into warehousing, lockbox orother custodial arrangements satisfactory to RZB.
 
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 f. If any Collateral is at any time in the possession or control of any warehouseman,bailee or any of Obligor’s agents or processors, Obligor shall, and RZB shall also have theright to, notify such warehouseman, bailee, agent or processor of the security interestscreated hereby and obtain the agreement of all such persons that they hold and will holdpossession of such Collateral for the benefit of RZB and deliver the same at the directionof RZB without further consent of the Obligor.  g. Obligor shall keep full and accurate books and records relating to the Collateral, andstamp or otherwise mark such books and records in such manner as RZB may reasonably requirein order to reflect the security interest granted hereby.  h. Obligor will immediately deliver and pledge to RZB or RZB’s agent each instrument, nowowned or hereafter acquired, appropriately endorsed to RZB or RZB’s agent.  i. Obligor shall use its best efforts to cause to be collected from its account debtorsand other obligors, as and when due, any and all amounts owing under or on account of eachaccount, each general intangible, each payment intangible, each supporting obligation, eachright to payment of money, each chattel paper and each instrument (including, withoutlimitation, all of the foregoing items which are delinquent, such delinquent items to becollected in accordance with lawful collection procedures) and apply forthwith upon receiptthereof all such amounts as are so collected to the outstanding balance of such items.Upon RZB’s request at any time, any such amounts so collected by Obligor shall be promptlyremitted to RZB, in precisely the form received (except for endorsement by Obligor whenrequired), and until so remitted to RZB, shall be held by Obligor in trust for RZB, andshall not be commingled with other funds or property of Obligor, and RZB shall be entitledto apply such amounts to the Obligations in such manner as RZB in its sole discretion shalldetermine. Obligor will not renew or extend the time of payment of, or consent or agree toany reduction of the amount payable with respect to, any account or other item mentionedabove in this paragraph without the written consent of RZB. The costs and expenses(including, without limitation, attorneys’ fees) of collection, whether incurred by Obligoror RZB, shall be borne by Obligor.  j. Upon request by RZB, Obligor will promptly notify (and Obligor hereby authorizes RZB soto notify) each account debtor or obligor in respect of any account, general intangible,payment intangible, supporting obligation, right to payment of money, chattel paper orinstrument that such Collateral has been assigned to RZB hereunder, and that any paymentsdue or to become due in respect of such Collateral are to be made directly to RZB or itsdesignee.  k. Obligor will, promptly upon request, provide to RZB all information and evidence it mayreasonably request concerning the Collateral, and in particular the accounts, to enable RZBto enforce the provisions of this Agreement.4. General Authority. Obligor hereby irrevocably appoints RZB its true and lawfulattorney, with full power of substitution, in the name of Obligor, RZB, or otherwise, for thesole use and benefit of RZB, but at Obligor’s expense, to the extent permitted by law toexercise, at any time and from time to time while an Event of Default (as hereinafter defined)exists, all or any of the following powers with respect to all or any of the Collateral: a. to demand, sue for, collect, receive and give acquittance for any and all moniesdue or to become due thereon or by virtue thereof,  b. to settle, compromise, compound, prosecute or defend any action or proceedingwith respect thereto,  c. to take any action or do any thing which Obligor is required to do hereunder,
 
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 d. to extend the time of payment of any or all thereof and to make any allowanceand other adjustments with reference thereto, and  e. to do all other acts and things necessary and advisable in the sole discretion of RZBto carry out and enforce this Agreement.5. Events of Default. Without limiting the right of RZB to demand payment of any or allof the Obligations at any time in its sole discretion, it shall be an Event of Default if any ofthe following events shall occur: (i) default in payment of any of the Obligations when due,whether on demand or otherwise; or (ii) the occurrence of any “Event of Default” or “default” asdefined or specified in any agreement, instrument or document evidencing or providing for theObligations or any guaranty thereof.6. Remedies upon Event of Default Rights. Upon the occurrence of an Event of Defaultand at any time or from time to time thereafter: a. RZB may declare, by notice to Obligor, any and all of the Obligations immediately dueand payable, without any other presentment, demand, protest or notice of any kind, anythingin any other agreement to the contrary notwithstanding, and in the case of any bankruptcy,insolvency or similar proceeding relating to Obligor or its property, all of theObligations shall automatically become due and payable (provided, however, that theforegoing shall not be deemed to limit or impair in any way whatsoever the absolute rightof RZB to demand payment of the Obligations at any time in its sole discretion, to theextent the agreements and instruments pertaining to such Obligations provide for suchdemand);  b. RZB shall have no obligation to make further loans, extensions of credit or otherfinancial accommodations to or on behalf of Obligor, anything in any other agreement to thecontrary notwithstanding (provided, however, that the foregoing shall not be deemed tolimit or impair in any way whatsoever the sole and absolute discretion of RZB to make orrefrain from making such loans, extensions of credit or financial accommodations to theextent the agreements and instruments pertaining thereto provide for such discretion);  c. RZB may exercise all other rights to which it is entitled hereunder or under applicablelaw;  d. RZB may exercise all rights of a secured party under the UCC (whether or not in effectin the jurisdiction where such rights are exercised) and, in addition, RZB may sell theCollateral or any part thereof at public or private sales, for cash, upon credit or forfuture delivery, and at such price or prices as RZB may deem satisfactory. RZB may be thepurchaser of any or all of the Collateral so sold at any public sale (or, if the Collateralis of a type customarily sold in a recognized market or is of a type which is the subjectof widely distributed standard price quotations, at any private sale) and thereafter holdthe same, absolutely, free from any right or claim of whatever kind. Obligor will executeand deliver such documents and take such other action as RZB deems necessary or advisablein order that any such sales may be made in compliance with law. Upon any such sales RZBshall have the right to deliver, assign and transfer to the purchaser thereof theCollateral so sold. Each purchaser at any such sales shall hold the Collateral so sold toit absolutely, free from any claim or right of whatever kind, including any equity or rightof redemption of Obligor, and to the extent permitted by law, Obligor hereby specificallywaives all rights of redemption, stay or appraisal which it has or may have under any lawnow existing or hereafter adopted. The notice (if any) of such sale required hereinshall (i) in the case of a public sale, state the time and place fixed for such sale, and(ii) in the case of private sale, state the day after which such sale may be consummated.Any such public sale shall be held at such time or times within ordinary business hours andat such place or places as RZB may fix in the notice of such sale. Unless the Collateral isperishable or threatens to decline speedily in value or is of a type customarily sold on arecognized market, RZB will give Obligor reasonable notice of the time and place of any suchpublic sale or of the time after which any private sale or any other intended dispositionthereof is to be made, and Obligor agrees that five (5) days prior notice shall be deemedreasonable notice. At any such sale the Collateral may be sold in one lot as an entirety orin separate parcels, as RZB may determine. RZB shall not be obligated to make any such salepursuant to any such notice. RZB may without notice or publication, adjourn any public orprivate sale or cause the same to be adjourned from time to time
 
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   by announcement at the timeand place fixed for the sale, and such sale may be made at any time or place to which thesame may be so adjourned. In case of any sale of all or any part of Collateral on credit orfor future delivery, the Collateral sold may be retained by RZB until the selling price ispaid by the purchaser thereof, but RZB shall not incur any liability in case of the failureof such purchaser to take up and pay for the Collateral so sold and, in case of any suchfailure, such Collateral may again be sold upon like notice. RZB, instead of exercising thepower of sale herein conferred upon it, may proceed by a suit or suits at law or in equityto foreclose the security interests granted herein and sell the Collateral, or any portionthereof, under a judgment or decree of a court or courts of competent jurisdiction.  e. For the purposes of enforcing any and all rights and remedies under this Agreement, RZBmay (i) require Obligor to, and Obligor agrees that it will, at its expense and upon therequest of RZB, forthwith assemble all or any part of the Collateral as directed by RZB andmake it available at a place designated by RZB which is, in its opinion, reasonablyconvenient to RZB whether at the premises of Obligor or otherwise, (ii) to the extentpermitted by applicable law, enter, with or without process of law and without breach ofthe peace, any premises where any of the Collateral is or may be located, and withoutcharge or liability to it, seize and remove such Collateral from such premises, (iii) haveaccess to and use Obligor’s books and records relating to the Collateral and (iv) prior tothe disposition of the Collateral, store or transfer it without charge in or by means ofany storage or transportation facility owned or leased by Obligor or any other person,corporation or other entity, process, repair or recondition it or otherwise prepare it fordisposition in any manner and to the extent RZB deems appropriate and, in connection withsuch preparation and disposition, use without charge any trademark, trade name, copyright,patent or technical process used by Obligor.  f. If the Collateral consists in whole or in part of instruments or other investmentproperty and RZB elects to sell or otherwise dispose of such instruments or otherinvestment property, (i) Obligor will, if it controls the issuer of such instruments orother investment property, or it otherwise has the right to effect such registration, andif RZB deems such registration to be desirable, cause such instruments or other investmentproperty to be registered under the Securities Act of 1933, as amended, and take all otheraction, including but not limited to complying with the “blue sky” or securities laws ofthe several states and delivering to RZB appropriate quantities of prospectuses, necessaryor appropriate so as to permit the public sale or other disposition thereof by RZB in suchjurisdictions as RZB may select, and indemnify, in the form then customary, all persons whoare underwriters, statutory or otherwise, of such instruments or other investment propertyin connection with such sale or disposition, such indemnity, to the extent applicable toRZB, to be in addition to that afforded RZB under Section 10(c) hereof, and (ii) RZB mayelect not to exercise its rights under clause (i) and in that event may, if in its judgmentit shall be necessary or desirable so to do, restrict the number of prospective bidders soas to comply with the provisions of Section 5 of such Securities Act, and restrict suchprospective bidders to persons who will represent and agree that they are purchasing theinstruments or other investment property in question for their own account for investmentand not with a view to the distribution or release of any thereof and who will furtheragree that such instruments or other investment property purchased by them may bear anappropriate restrictive legend to that effect.7. Limitation on Duty of RZB in Respect of Collateral. Beyond the safe custody thereof,RZB shall have no duty as to any Collateral in its possession or control or in the possession orcontrol of any agent or bailee or as to any income thereon or as to the preservation of rightsagainst prior parties or any other rights pertaining thereto. RZB shall be deemed to haveexercised reasonable care in the custody and preservation of the Collateral in its possession ifthe Collateral is accorded treatment substantially equal to that which it accords its ownproperty, and shall not be liable or responsible for any loss or damage to any of theCollateral, or for any diminution in value thereof, by reason of the act or omission of anywarehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by RZB ingood faith.
 
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8. Application of Proceeds. Upon any demand for payment of any or all of theObligations or upon the occurrence and during the continuance of any other Event of Default, theproceeds of any sale of, orother realization upon, all or any part of the Collateral shall beapplied by RZB in the following order of priority: a. to payment of the expenses of such sale or other realization, including reasonablecompensation to (and costs and disbursements of) agents and counsel for RZB, and allexpenses, liabilities and advances incurred or made by RZB in connection therewith, and anyother unreimbursed expenses for which RZB is to be reimbursed pursuant to the documents orinstruments evidencing or governing any of the Obligations;  b. to the payment of accrued but unpaid interest on the Obligations in accordance with theprovisions of any promissory note, letter of credit reimbursement agreement or otheragreement or instrument evidencing any of the Obligations;  c. to the payment of unpaid principal of the Obligations;  d. to the payment of all other Obligations, until all Obligations shall have been paid infull; and  e. to payment to Obligor or its successors or assigns, or to whomsoever may be entitledthereto, or as a court of competent jurisdiction may direct, of any surplus then remainingfrom such proceeds.If, upon the sale, lease or other disposition of the Collateral, the proceeds thereof areinsufficient to pay all amounts to which RZB is legally entitled, Obligor will remain liable forthe deficiency, together with interest thereon at the rate provided for post-maturity interestin the agreements and instruments evidencing the Obligations.9. General Representations, Warranties and Agreements. Obligor hereby represents,warrants and agrees that: a. The execution, delivery and performance of this Agreement are within its powers,corporate or otherwise, have been duly authorized by all required action and do not andwill not contravene any law or any agreement or undertaking to which it is a party or bywhich it may in any way be bound or, if Obligor is a corporation, its certificate ofincorporation or by-laws.  b. Each of the representations and warranties contained herein is true and correct on thedate hereof and all other information, including financial statements and projections,furnished to RZB at any time by or on behalf of Obligor was and will be complete andcorrect in all respects to the extent necessary for the purpose of presenting the subjectmatter thereof fairly to RZB.c. The Obligor is the sole owner of each of the accounts and other items of Collateral referredto in Section 3(i) above and no one has or claims to have any interest of any kind therein orthereto; each of the debtors and other obligors named in or obligated under every such accountand other items of Collateral referred to in Section 3(i) above is indebted to the Obligor inthe amount and on the terms indicated in the invoice or other evidence of such account or suchother item of collateral and any schedule of accounts, each account and other item of collateralreferred to in Section 3(i) above is bona fide and arises out of the completed performance oflabor or services or the sale anddelivery or lease of merchandise or both; and none of the accounts or such other item ofcollateral is now, nor will at any time in the future become contingent upon the fulfillment ofany contract or conditions whatsoever, nor subject to any defense, recoupment, offset orcounterclaim.10. Expenses of Obligor’s Duties; RZB’s Rights to Perform on Obligor’s Behalf; RZB’sExpenses and Indemnification. a. Obligor’s agreements and duties hereunder shall be performed by it at its sole cost andexpense.
 
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 b. If Obligor shall fail to do any act or thing which it has covenanted to do hereunder,RZB may (but shall not be obligated to) do the same or cause it to be done, either in itsname or in the name and on behalf of Obligor, and Obligor hereby irrevocably authorizes RZBso to act.  c. Obligor agrees to reimburse RZB for all costs and expenses, including attorneys’ feesand disbursements, incurred, and to indemnify and hold RZB harmless from and against alllosses suffered, by RZB in connection with (i) RZB’s exercise of any right or remedygranted to it hereunder, (ii) any claim and the prosecution or defense thereof arising outof or in any way connected with this Agreement, and (iii) the collection or enforcement ofthe Obligations.  d. Amounts payable by Obligor under this Section 10 shall constitute Obligations whichshall be payable on demand.11. No Waivers of Rights Hereunder; Rights Cumulative. a. No delay by RZB in exercising any right hereunder, or under any of the otherObligations, shall operate as a waiver thereof, nor shall any single or partial exercise ofany right preclude other or further exercises thereof or the exercise of any other right.No waiver or amendment of any provision of this Agreement or of any of the otheragreements, instruments or documents evidencing the Obligations shall be enforceableagainst RZB unless it shall be in writing, be signed by RZB, and expressly refer to theprovision affected; any such waiver shall be limited solely to the specific event waived.  b. All rights granted to RZB hereunder shall be cumulative and shall be supplementary ofand in addition to those granted or available to RZB with respect to the other Obligationsor under applicable law and nothing herein shall be construed as limiting any such otherright.12. Assignment, Participations. a. RZB may assign any or all of the Obligations and may transfer therewith any or all ofthe Collateral therefor and the transferee shall have the same rights with respect theretoas had RZB. Upon such transfer, RZB shall be released from all responsibility for theCollateral so transferred.  b. RZB may from time to time sell or otherwise grant participations in any of theObligations and any Collateral for the Obligations. Obligor agrees that each such holderof a participation may exercise any and all rights of banker’s lien, set-off andcounterclaim with respect to its participation in the Obligations as fully as thoughObligor were directly indebted to such holder in the amount of such participation.13. Continuing Agreement; Termination. a. This Agreement shall be a continuing agreement and shall apply to all present andfuture Obligations, notwithstanding that at any particular time all of the Obligations thenoutstanding shall have been paid in full.  b. This Agreement shall continue in full force and effect until written notice oftermination shall have been signed by RZB.14. Governing Law; Jurisdiction; Certain Waivers. a. **THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THESTATE OF NEW YORK, EXCEPT AS OTHERWISE REQUIRED BY MANDATORY PROVISIONS OF LAW.**
 
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 b. **OBLIGOR HEREBY AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINST OBLIGOR WITH RESPECTTO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE CITY OF NEWYORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS RZB MAYELECT, AND, BY****EXECUTION AND DELIVERY HEREOF, OBLIGOR ACCEPTS AND CONSENTS TO, FOR ITSELFAND IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THEAFORESAID COURTS AND AGREES THAT SUCH JURISDICTION SHALL BE EXCLUSIVE, UNLESS WAIVED BY RZBIN WRITING, WITH RESPECT TO ANY ACTION OR PROCEEDING BROUGHT BY IT AGAINST RZB. NOTHINGHEREIN SHALL LIMIT THE RIGHT OF RZB TO BRING PROCEEDINGS AGAINST OBLIGOR IN THE COURTS OFANY OTHER JURISDICTION. OBLIGOR AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERALOBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THIS AGREEMENT AND, TO THE MAXIMUMEXTENT PERMITTED BY LAW, WAIVES ANY RIGHT TO STAY OR TO DISMISS ANY ACTION OR PROCEEDINGBROUGHT BEFORE SAID COURTS ON THE BASIS OF****FORUM****NON****CONVENIENS****.**  c. Obligor waives personal service of process and consents that service of process upon itmay be made by certified or registered mail, return receipt requested, directed to Obligorat its address last specified for notices hereunder, and service so made shall be deemedcompleted five days after the same shall have been so mailed.  **d.** **EACH OF RZB AND OBLIGOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY ANDALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISINGOUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OFDEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF OBLIGOR OR RZB. THISPROVISION IS A MATERIAL INDUCEMENT FOR RZB’S EXTENDING CREDIT TO OBLIGOR.**15. Definitions. As used herein: a. Except as otherwise specifically defined or provided herein, all terms defined inArticle 1 or 9 of the New York Uniform Commercial Code as in effect on the date of thisAgreement (other than the term “Collateral”) are used herein with the meanings thereingiven.  b. The following terms shall have the indicated meanings:    “Affiliate” of RZB shall mean a corporation that directly or indirectly controls or iscontrolled by, or is under common control with, RZB.    “Distributions” shall mean cash dividends and other distributions and interest paid in cash,in each case with respect to all instruments, investment property and securitiesconstituting part of the Collateral.    “Guarantor” shall mean any maker, drawer, acceptor, endorser, guarantor, surety,accommodation party or other person liable upon or for any of the Obligations.    “Permitted Liens” shall mean liens specifically consented to by RZB in writing, and liens ofany other financial institution which is a party to an intercreditor agreement with RZB inform and substance satisfactory to RZB.
 
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16. Notices. Any notice or request hereunder may be given to Obligor or to RZB at theirrespective addresses set forth below or at such other address as may hereafter be specified in anotice designated as a notice of change of address under this Section. Any notice or requesthereunder may be given by, in the case of notices or requests to Obligor, mail, commercialcourier service, telex, or telegram, or by telephone subsequently confirmed by mail, commercialcourier service, return receipt requested, or by and in the case of notices to RZB, registeredmail, telex or telegram, subsequently confirmed by such registered mail. Notices and requeststo Obligor shall, in the case of those by mail, commercial courier service, telex or telegram,be deemed to have been given when deposited in the mail, first-class postage prepaid, ordelivered to such courier service, the telegraph office or telex operator, addressed as providedin this Section, and in the case of those by telephone, when so communicated to Obligor; noticesto RZB shall be deemed to have been given only when actually received by RZB at its addressdetermined as provided in this Section. Any requirement under applicable law of reasonablenotice by RZB to Obligor of any event shall be met if notice is given to Obligor in the mannerprescribed above at least seven days before (a) the date of such event or (b) the date afterwhich such event will occur.17. General. a. If this Agreement is executed by two or more Obligors, they shall be jointly andseverally liable hereunder, all provisions hereof regarding the Obligations or theCollateral shall apply to the Obligations and Collateral of any or all of them and thetermination of this Agreement as to one or more of such Obligors shall not terminate thisAgreement as to any remaining Obligors.  b. This Agreement shall be binding upon the heirs, executors, administrators, assigns orsuccessors of each of the undersigned Obligors and shall inure to the benefit of and beenforceable by RZB, its successors, transferees and assigns.
 
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 c. If any provision hereof is invalid and unenforceable in any jurisdiction, then, to thefullest extent permitted by law, (i) the other provisions hereof shall remain in full forceand effect in such jurisdiction and shall be liberally construed in favor of RZB in orderto carry out the intentions of the parties hereto as nearly as may be possible, and (ii)the invalidity or unenforceability of any provision hereof in any jurisdiction shall notaffect the validity or enforceability of such provision in any other jurisdiction.Dated: July 26, 2007**REGIONAL ENTERPRISES, INC.**         By:        /s/ Ian Bothwell   Name:  Ian Bothwell   Title:  President   Address:     410 Water Street Telephone: 804-458-0926Hopewell, Virginia 23860 Telefax: 804-458-7921     Accepted: July 26, 2007       **RZB FINANCE LLC**       By: /s/ Nancy Remini       Title: Vice President   By: /s/ Pearl Geffers  Title: First Vice President       Address of RZB:     RZB Finance LLC Telephone: 212-845-4113  1133 Avenue of the Americas Telefax: 212-944-6387  New York, New York 10036    Attn: Ms. Nancy Remini  
 
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SCHEDULE A1. Trade Names or Trade Styles used by Obligor.None.2. Obligor’s Chief Executive Office.410 Water Street