REVOLVING
      LINE
      OF CREDIT AND TERM LOAN AGREEMENT

    


    This
      Revolving Line of Credit and Term Loan Agreement (this “Agreement”) is made as
      of the 30th
      day of
      November, 2007 by and between National Investment Managers Inc., a Florida
      corporation having an address of 545 Metro Place South, Suite 100, Dublin,
      OH
      43017 (the “Borrower”), and RBS Citizens, National Association, a national bank
      having a lending office at 28 State Street, Boston, MA 02109 (the “Lender”). Any
      capitalized terms used in this Agreement shall have the meanings set forth
      in
      Section 1(a) below.

    


    RECITAL

    


    WHEREAS,
      the Borrower and the Lender hereby desire to enter into this Agreement in order
      to provide for (i) a revolving line of credit facility by Lender to Borrower,
      the proceeds of which are to be used by Borrower for the refinance of the
      Existing Term Loan and for working capital purposes, and (ii) a term loan by
      Lender to Borrower, the proceeds of which are to be used by Borrower for the
      refinance of Existing Term Loan and for the finance of Financed Acquisitions
      during the Availability Period, each upon the terms and conditions set forth
      herein.

    


    AGREEMENTS

    


    The
      Borrower and the Lender hereby respectively act and agree as
      follows:

    


    1. Definitions.

    


    (a) Defined
      Terms.
      As used
      in this Agreement, the following capitalized terms shall have the meanings
      there
      indicated:

    


    “Acquired
      EBITDA”
means,
      with respect to any Acquired Entity for any period, the amount for such period
      of EBITDA of such Acquired Entity (determined as if references to the Borrower
      and its Subsidiaries in the definition of EBITDA were references to such
      Acquired Entity and its Subsidiaries) measured and calculated jointly by Lender
      and the Borrower, all as determined on a consolidated basis for such Acquired
      Entity provided the final calculation of Acquired EBITDA shall be in Lender’s
      sole discretion. Borrower shall report the remaining Acquired EBITDA for each
      Acquired Entity quarterly on the Covenant Compliance Certificate. 

    


    “Acquired
      Entity”
means
      a
      Person that is in the same or similar line of business as the Borrower or any
      of
      the Guarantors.

    


    “Acquisition”
means
      the acquisition by Borrower or any Guarantor of all or substantially all of
      the
      assets or equity interests of an Acquired Entity.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Adjusted
      EBITDA”
means
      EBITDA, plus
      Acquired
      EBITDA (if applicable). Borrower shall be permitted for the fiscal quarter
      ending December 31, 2007 to add back into the calculation of Adjusted EBITDA
      extraordinary expenses incurred in Borrower’s first fiscal quarter 2007 totaling
      $243,000 and in Borrower’s second fiscal quarter 2007 totaling $450,000 . In
      addition, Borrower shall be permitted for the fiscal quarter ending March 31,
      2008 to add back into the calculation of Adjusted EBITDA extraordinary expenses
      incurred in Borrower’s second fiscal quarter 2007 totaling $450,000.


    


    “Adjusted
      LIBOR Rate”
shall
      be (i) with respect to the Term Loan, as defined in Rider
      A
      attached
      to the Term Note entitled “RBS Citizens Standard LIBOR Provisions” and (ii) with
      respect to the Revolving Loan, as defined in Rider
      A
      attached
      to the Revolving Note entitled “RBS Citizens Standard LIBOR Provisions
      (Revolving Line of Credit).”

    


    “Aggregate
      Revolving Advances”
means
      the aggregate principal amount of all Revolving Advances from the Lender to
      the
      Borrower outstanding at any time.

    


    “Aggregate
      Term Loan Advances”
means
      the aggregate principal amount of all Term Loan Advances from the Lender to
      the
      Borrower, irrespective of whether Borrower may have repaid any principal of
      any
      Term Loan Advance.

    


    “Amortization
      Period”
means
      the period commencing upon the expiration of the Availability Period and
      continuing until the Term Loan Maturity Date.

    


    “Availability
      Period”
means
      the period commencing on the date hereof and continuing until November 30,
      2008.

     

    “Basis
      Point”
means
      one one-hundredth of one percent (1/100%).

    


    “Borrower
      Security Agreement”
means
      a
      certain Security Agreement of even date herewith from Borrower to Lender
      securing all obligations of Borrower to Lender under the Loan Documents and
      granting to Lender a first priority security interest in all assets of the
      Borrower. 

    


    “Business
      Day”
means
      any day which is not a Saturday, a Sunday or a public holiday under the laws
      of
      the United States of America or the Commonwealth of Massachusetts applicable
      to
      a banking association.

    


    “Capital
      Expenditures”
means
      the aggregate amount of payments made by Borrower for the rental, lease,
      purchase, construction or use of any property, the value or cost of which under
      GAAP would appear on Borrower’s balance sheet in the category of property, plant
      or equipment or other fixed assets (but not including acquisitions); provided
      however, that Capital Expenditures shall not include the purchase price for
      an
      Acquisition permitted by this Agreement. 

    


    “Cash
      Management Account”
means
      a
      certain deposit account established by Borrower with Lender either before or
      after the date of this Agreement and to be governed by the terms of the Cash
      Management Agreement.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Cash
      Management Agreement”
means
      the standard documentation used by Lender’s cash management department with
      respect to establishing the cash management relationship with Borrower and
      Guarantors, as applicable.

    


    “Change
      of Control”
Change
      of Control shall mean any of the following: (i) any person or group of persons
      (within the meaning of the Securities Exchange Act of 1934) shall have acquired
      beneficial ownership (within the meaning of Rule 13d-3 promulgated by the
      Securities and Exchange Commission under the Securities Exchange Act of 1934,)
      of 30% or more of the issued and outstanding shares of capital stock of Borrower
      having the right to vote for the election of directors of Borrower under
      ordinary circumstances; (ii) the occupation of a majority of the seats (other
      than vacant seats) on the board of directors of Borrower by Persons who were
      neither (i) nominated by the board of directors of Borrower nor (ii) appointed
      by directors so nominated; or (iii) Borrower ceases to own and control all
      of
      the economic and voting rights associated with all of the outstanding capital
      stock of any of its Subsidiaries.

    


    “Collateral”
means
      any collateral pledged by Borrower or Guarantors to Lender as security for
      their
      obligations under the Loan Documents, including any collateral pledged pursuant
      to the Borrower Security Agreement, Guarantors Security Agreements, and the
      Stock Pledge Agreement. 

    


    “Covenant
      Compliance Certificate”
means
      a
      certificate in the form attached hereto as Exhibit
      A.

    


    “Default
      Event”
means
      any event which, with the giving of notice or the lapse of time or both, would
      become an Event of Default.

    


    “Distributions”
means
      amounts paid or payable (without duplication) as dividends, distributions,
      or
      owner withdrawals, and includes any purchase, redemption or other retirement
      of
      any ownership interest directly or indirectly through a subsidiary or otherwise
      and includes return of capital to shareholders, partners, or
      members.

    


    “EBITDA”
means,
      for any period, for the Borrower and its Subsidiaries on a consolidated basis,
      an amount equal to Net Income for such period plus: 

    


    
      	
            	(a)	
              the
                following to the extent deducted in calculating such Net Income:
                

            


    

    


    
      	
            	(i)	
              consolidated
                interest charges for such period, 

            


    

    


    
      
        
          	
                	(ii)	
                  the
                    provision for federal, state, provincial, local and foreign income
                    taxes
                    payable by the Borrowers and their Subsidiaries for such period,
                    

                


        

      

    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
            	(iii)	
              the
                amount of depreciation and amortization expense deducted in determining
                such Net Income, 

            


    

     

    
      	
            	(iv)	
              non-cash
                charges for stock based
                compensation,

            


    

    


    
      	
            	(v)	
              non-cash
                extraordinary and unusual or non-recurring writedowns or writeoffs,

            


    

    


    minus: 
      (b) any
      extraordinary , unusual, non-recurring or non-operating gains; 

    


    all
      calculated for the Borrower and its Subsidiaries in accordance with GAAP on
      a
      consolidated basis.

    


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

    


    “Event
      of Default”
shall
      be as defined in Section 6(a).

    


    “Existing
      Term Loan”
means
      a
      certain term loan facility by and between Borrower and Laurus Master Fund,
      Ltd.

    


    “Expiration
      Date”
means
      July 31, 2010

    


    “Financed
      Acquisition”
means
      an Acquisition for which Borrower has requested a Term Loan Advance to finance
      all or a portion of such Acquisition.

    


    “Financed
      Acquisition Conditions”
means
      the following terms and conditions: 

    


    
      	 	
              (i)

            	
              Lender
                has consented to the Acquisition and the Term Loan Advance in its
                reasonable discretion; 

            


    

    


    
      	
            	(ii)	
              no
                Default Event or Event of Default shall exist under the Loan Documents;
                

            


    

    


    
      	 	
              (iii)

            	
              the
                Lender shall have received a certificate of an officer of the Borrower
                demonstrating on a pro forma basis compliance with the financial
                covenants
                set forth in Section 5 hereof after giving effect to the consummation
                of
                the Acquisition;

            


    

    


    
      	 	
              (iv)

            	
              the
                Acquired Entity shall have executed and deliver to Lender (A) an
                unconditional and joint and several guaranty of the Borrower’s obligations
                under the Loan Documents in substantially the form of the guaranty
                attached hereto as Exhibit
                B;
                (B) a security agreement (in substantially the form attached hereto
                as
                Exhibit
                C)
                granting to Lender a first-priority security interest in all assets
                of the
                Acquired Entity; and (C) an equity pledge of the ownership interests
                of
                any Subsidiaries of the Acquired Entity, if applicable and if required
                by
                Lender; 

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (v)

            	
              the
                Lender shall have reviewed and approved such financial information
                regarding the Acquired Entity as may be reasonably requested by
                Lender;

            


    

    


    
      	 	
              (vi)

            	
              the
                Lender shall have reviewed and approved any documents and instruments
                evidencing, guarantying, and/or securing the Borrower’s obligations to
                purchase, and the seller’s obligation to sell, the equity interests of the
                Acquired Entity, including, without limitation, any stock purchase
                agreements and any documents and instruments evidencing any Seller
                Financing, if applicable; and

            


    

    


    
      	 	
              (vii)

            	
              if
                the Borrower shall enter into any Seller Financing in connection
                with the
                Acquisition, the holder or holders of such Seller Financing shall
                execute
                and deliver to Lender a Seller Subordination
                Agreement.

            


    

    


    “Financial
      Information”
shall
      be as defined in Section 5(c) below.

    


    “Fixed
      Charge Coverage Ratio”
means
      the ratio of (i) Adjusted EBITDA, less
      cash
      taxes paid, less
      Capital
      Expenditures; to (ii) current portions of long term Indebtedness, plus
      interest
      expense on Indebtedness. For purposes of the Fixed Charge Coverage Ratio, the
      “interest expense on Indebtedness” shall be annualized for the first three (3)
      quarters tested after the date hereof. 

    


    “Florida
      Secretary”
means
      the Secretary of the State of Florida.

    


    “GAAP”
means
      generally accepted accounting principles consistently applied.

    


    “Guaranties”
means,
      collectively, those Guaranties granted from time to time by each of the
      Guarantors in favor of Lender, pursuant to which the Guarantors have
      unconditionally and jointly and severally guarantied to Lender all obligations
      of Borrower under the Loan Documents.

    


    “Guarantors”
means,
      collectively, those Persons identified on Schedule
      A
      attached
      hereto and made a part hereof and any other guarantor of the obligations of
      Borrower to Lender under the Loan Documents. Upon the acquisition of any
      Acquired Entity, the term “Guarantors” shall also include such Acquired Entity,
      and Lender, at its option, may amend Schedule A to add such Acquired Entity;
      provided, however, that Lender’s failure to so amend Schedule A shall not affect
      or impair the obligations of such Acquired Entity under its
      Guaranty.

    


    “Guarantors
      Security Agreements”
means,
      collectively, those certain Security Agreements of even date herewith from
      each
      of the Guarantors to Lender (or delivered by an Acquired Entity from time to
      time in connection with an Acquisition) securing all obligations of Guarantors
      to Lender under the Guaranties and granting to Lender a first priority security
      interest in all assets of each of the Guarantors.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “Hedging
      Contract”
      shall
      be
      as defined in Rider
      A
      attached
      to the Term Note entitled “RBS Citizens Standard LIBOR Provisions.”

    


    “Indebtedness”
means
      any obligations of a Person, whether current or long-term, which in accordance
      with GAAP would be included as liabilities upon such Person’s balance sheet on
      the date on which such Indebtedness is to be determined, and shall also include
      guaranties, endorsements (other than for collection in the ordinary course
      of
      business), or other arrangements whereby responsibility is assumed for the
      obligations of others, whether by agreement to purchase or otherwise acquire
      the
      obligations of others, including any agreement, contingent or otherwise, to
      furnish funds through the purchase of goods, supplies or services for the
      purpose of payment of the obligations of others.

    


    “Initial
      Revolving Advance”
means
      the initial Revolving Advance to be made hereunder in the principal amount
      of
      $1,000,000.00.

    


    “Initial
      Term Loan Advance”
means
      the initial Term Loan Advance to be made hereunder in the principal amount
      of
      $8,000,000.00.

    


    “Intangible
      Assets”
means
      goodwill, write-up in book value of assets, the excess of cost over book value
      of acquired businesses accounted for by the purchase method, customer lists,
      non-compete agreements, formulae, trademarks, trade names, patents, patent
      rights and deferred expenses (including, but not limited to, unamortized debt
      discount and expense, organizational expense and packaging and product
      development and design expense).

    


    “Interest
      Coverage Ratio”
means
      the ratio of Adjusted EBITDA less Acquired EBITDA to interest expense on
      Indebtedness. For purposes of calculating the Interest Coverage Ratio, the
      “interest expense on Indebtedness” shall be annualized for the first three (3)
      quarters tested after the date hereof. 

    


    “Junior
      Lender”
means
      Woodside.

    


    “Junior
      Loan”
means
      a
      certain term loan in the original principal amount of $12,000,000.00 made by
      Junior Lender to Borrower.

    


    “Junior
      Loan Documents”
means
      all documents and instruments evidencing, securing, and guarantying the Junior
      Loan.

    


    “LIBOR
      Rate Margin for Revolving Loan”
means
      the “LIBOR Rate Margin” as defined in Rider
      A
      to the
      Revolving Note. 

     

    “LIBOR
      Rate Margin for the Term Loan”
      means
the
      number of Basis Points in the table set forth below corresponding to the then
      applicable ratio of Total Funded Debt to EBITDA to be used under the Term Loan.
      

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    

      
        	
                Level:

              	
              	
                Ratio
                  of Total Funded Debt to EBITDA:

              	
              	
                LIBOR
                  Rate Margin:

              
	
                I

              	
              	
                when
                  less than 2.0 to 1.0

              	
              	
                275
                  Basis Points

              
	
                II

              	
              	
                when
                  greater than or equal to 2.0 to 1.0, but less than 3.0 to
                  1.0

              	
              	
                300
                  Basis Points

              
	
                III

              	
              	
                when
                  greater than or equal to 3.0 to 1.0

              	
              	
                325
                  Basis Points

              


      

    

     

    As
      of the
      date of this Agreement, the LIBOR Rate Margin for the Term Loan shall be set
      at
      Level III in the table above. Changes in the LIBOR Rate Margin for the Term
      Loan, if applicable, shall occur on the first Business Day following the day
      on
      which the quarterly financial statements and quarterly Covenant Compliance
      Certificate have been received by Lender in accordance with Section 5(c)(2).
      

    


    “Lien”
means
      any mortgage, pledge, assignment, lien, charge, encumbrance or security interest
      of any kind whatsoever, or the interest of a vendor or lessor under a
      conditional sale, title retention, or capital lease.

    


    “Loan
      Documents”
means,
      collectively, the Notes, this Agreement, the Guaranties, the Security
      Agreements, the Stock Pledge Agreement, the Subordination Agreement, the Cash
      Management Agreement, and all other documents executed by Borrower and
      Guarantors in connection with this Agreement.

    


    “Loans”
means,
      collectively, (i) the Revolving Loan and (ii) the Term Loan.

    


    “Material
      Adverse Effect”
means
      (i) a material adverse change in, or a material adverse effect on, the
      operations, business, assets, properties, liabilities (actual or contingent),
      condition (financial or otherwise) or prospects of the Borrower or any of the
      Guarantors; (ii) a material impairment of the rights and remedies of the Lender,
      or of the ability of the Borrower or any Guarantor to perform its obligations
      under any of the Loan Documents; or (iii) a material adverse effect upon the
      legality, validity, binding effect or enforceability against the Borrower or
      any
      of the Guarantors of any Loan Document to which it is a party.

    


    “Maximum
      Revolving Credit”
means
      $2,000,000.00.

    


    “Net
      Income”
(or
      “Net
      Loss”)
      means
      the book net income (or book net loss, as the case may be) of Borrower and
      its
      Subsidiaries on a consolidated basis for any period, after all taxes actually
      paid or accrued and all expenses and other charges determined in accordance
      with
      generally accepted accounting principles consistently applied.

     

    “Net
      Worth”
means
      Total Assets, less
      Total
      Liabilities, plus
      all
      accumulated amortization of Intangible Assets subsequent to the date of this
      Agreement.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    “Notes”
means,
      collectively, (i) the Revolving Note and (iii) the Term Note. 

    


    “Payment
      Date”
means
      the first day of each month during the term of the Revolving Note for any
      Revolving Advances which are accruing interest at the Prime Rate.

    


    “PBGC”
means
      the Pension Benefit Guaranty Corporation.

    


    “Permitted
      Indebtedness”
shall
      be as defined in Section 5(f).

    


    “Permitted
      Liens”
means
      (i) warehousemen’s, mechanics’, carriers’ and other similar Liens arising by
      operation of law in the ordinary course of the Borrower’s business, (ii) Liens
      in favor of the Lender, (iii) a second priority Lien upon the Collateral in
      favor of the Junior Lender securing the Junior Loan, and (iv) purchase money
      security interests in tangible personal property purchased or leased and useful
      for Borrower’s business where the security interest covers only such property
      and secures only the cost thereof and do not exceed $50,000.00 in the
      aggregate.

    


    “Person”
means
      an individual, entity, corporation, partnership, limited partnership, limited
      liability company, limited liability partnership, joint venture, trust, or
      unincorporated organization, or a government or any agency or political
      subdivision thereof.

    


    “Prime
      Rate”
means
      the variable per annum rate of interest so designated from time to time by
      Lender as its prime rate. The Prime Rate is a reference rate and does not
      necessarily represent the lowest or best rate being charged to any customer
      of
      Lender.

    


    “Revolving
      Advance”
shall
      be as defined in Section 2(a)(i).

    


    “Revolving
      Loan”
shall
      be the revolving line of credit facility established under Section 2(a) of
      this
      Agreement.

    


    “Revolving
      Note”
means
      a
      certain Revolving Line of Credit Note of even date herewith by Borrower to
      the
      order of Lender in the principal amount not to exceed the Maximum Revolving
      Credit.

     

    “Security
      Agreements”
means,
      collectively, (i) the Borrower Security Agreement and (ii) the Guarantors
      Security Agreements.

    


    “Seller
      Financing”
means
      the unsecured purchase money financing arrangements between Borrower and certain
      sellers of the equity interests in certain of the Guarantors. The Seller
      Financing existing on the date hereof is more fully set forth in Schedule
      B
      attached
      hereto and made a part hereof. Upon the completion of any Acquisition and
      provided that such Acquisition involves Seller Financing, the Lender may, at
      its
      option, amend Schedule
      B
      to
      reflect such additional Seller Financing.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    “Seller
      Subordination Agreement”
means
      a
      Subordination Agreement in substantially the form attached hereto as
Exhibit
      D.

     

    “Stock
      Pledge Agreement”
means
      a
      certain Stock Pledge Agreement of even date herewith from Borrower to Lender
      securing all obligations of Borrower to Lender under the Documents and granting
      to Lender a first priority security interest in all capital stock of the
      Guarantors owned by Borrower.

    


    “Subordination
      Agreement”
means
      a
      certain Subordination Agreement of even date herewith executed by and between
      Lender and Junior Lender pursuant to which Junior Lender has subordinated its
      rights and interests under the Junior Loan Documents and the Junior Loan to
      the
      rights and interests of Lender under the Loan Documents and the Loans on such
      terms and conditions satisfactory to Lender.

    


    “Subsidiary”
or
      “Subsidiaries”
means
      any partnership, corporation, association, trust, limited liability company
      or
      partnership or other business entity of which any Borrower or Guarantor shall
      at
      any time own directly or indirectly through a Subsidiary or Subsidiaries at
      least a majority of the outstanding Voting Interests.

    


    “Term
      Loan”
means
      the term loan facility established under Section 2(b) of this
      Agreement.

    


    “Term
      Loan Advance”
shall
      be as defined in Section 2(b)(i).

     

    “Term
      Loan Amount”
means
      $13,000,000.00.

    


    “Term
      Loan Maturity Date”
means
      July 31, 2010.

    


    “Term
      Note”
means
      a
      certain Term Promissory Note of even date herewith by Borrower to the order
      of
      Lender in the maximum principal amount not to exceed the Term Loan
      Amount.

     

    “Total
      Assets”
means
      all assets of a Person which would, in accordance with GAAP, be classified
      as
      assets of a Person conducting a business the same as or similar to that of
      such
      Person.

    


    “Total
      Funded Debt”
means
      the Loans, the Junior Loan, the Seller Financing and any other
      Indebtedness.

    


    “Total
      Liabilities”
means
      all items of Indebtedness, obligation or liability of a Person which would,
      in
      accordance with GAAP, be classified as liabilities of a Person conducting a
      business the same as or similar to such Person.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    “TTM”
means
      the trailing twelve months.

    


    “Unfinanced
      Acquisition”
means
      an Acquisition where (i) the aggregate purchase price for the acquisition of
      the
      equity interests of the Acquired Entity is less than $800,000.00 and (ii) the
      Borrower has not requested a Term Loan Advance or Revolving Advance to finance
      such Acquisition.

    


    “Unfinanced
      Acquisition Conditions” means the
      following terms and conditions: 

    


    
      	
            	(i)	
              no
                Default Event or Event of Default shall exist under the Loan Documents;
                

            


    

    


    
      	 	
              (ii)

            	
              the
                Lender shall have received a certificate of an officer of the Borrower
                demonstrating on a pro forma basis compliance with the financial
                covenants
                set forth in Section 5 hereof after giving effect to the consummation
                of
                the Acquisition;

            


    

    


    
      	 	
              (iii)

            	
              the
                Acquired Entity shall have executed and deliver to Lender: (A) an
                unconditional and joint and several guaranty of the Borrower’s obligations
                under the Loan Documents in substantially the form of the guaranty
                attached hereto as Exhibit
                B;
                (B) a security agreement (in substantially the form attached hereto
                as
                Exhibit
                C)
                granting to Lender a first-priority security interest in all assets
                of the
                Acquired Entity; and (C) an equity pledge of the ownership interests
                of
                any Subsidiaries of the Acquired Entity, if applicable and if required
                by
                Lender; and

            


    

    


    
      	 	
              (iv)

            	
              if
                the Borrower shall enter into any Seller Financing in connection
                with the
                Acquisition, the holder or holders of such Seller Financing shall
                execute
                and deliver to Lender a Seller Subordination
                Agreement.

            


    

    


    “Unused
      Commitment Fee”
      means an
      amount
      equal to one-quarter (1/4) of the applicable Unused Commitment Fee amount set
      forth in the table below times an amount equal to the difference between the
      Term Loan Amount and the actual outstanding balance under the Term Loan for
      the
      preceding three (3) month period. The Unused Commitment Fee shall be assessed
      and paid quarterly as set forth in Section 2(b)(vi)(3) below.

    


    
      	
              Level:

            	 	
              Ratio
                of Total Funded Debt to EBITDA:

            	 	
              Unused
                Commitment Fee:

            
	
              I

            	 	
              when
                less than 2.0 to 1.0

            	 	
              15
                Basis Points

            
	
              II

            	 	
              when
                greater than or equal to 2.0 to 1.0, but less than 3.0 to
                1.0

            	 	
              20
                Basis Points

            
	
              III

            	 	
              when
                greater than or equal to 3.0 to 1.0

            	 	
              25
                Basis Points

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    “Voting
      Interests”
means
      stock or similar interests, of any class or classes (however designated) the
      holders of which are at the time entitled, as such holders, to vote for the
      election of a majority of the directors (or persons performing similar
      functions) of the partnership, corporation, association, trust or other business
      entity involved, whether or not the right so to vote exists by reason of the
      happening of a contingency.

     

    “Woodside”
means,
      collectively, (i) Woodside Capital Partners IV, LLC, (ii) Woodside Capital
      Partners IV QP, LLC, (iii) Lehman Commercial Paper Inc., and (iv) Woodside
      Agency Services, LLC.

    


    (b) Use
      of
      Defined Terms.
      Any
      defined term used in the plural preceded by the definite article shall be taken
      to encompass all members of the relevant class. Any defined term used in the
      singular preceded by "any" shall be taken to indicate any number of the members
      of the relevant class.

    


    2. Terms
      of Credit Facilities.

    


    (a) Terms
      for Revolving Line of Credit.
      

    


    (i) Revolving
      Line of Credit.
      Subject
      to the terms and conditions hereinafter set forth and so long as no Default
      Event or Event of Default exists under this Agreement, Lender will make loans
      to
      the Borrower (each, a “Revolving Advance”) in such amounts as requested by the
      Borrower, provided that no Revolving Advance shall be made under the Revolving
      Note if such Revolving Advance, together with the Aggregate Revolving
      Advances, would
      exceed the Maximum Revolving Credit. The credit facility established under
      this
      Section 2(a)(i) is a revolving line of credit such that, subject to the
      limitations of this Section and Borrower’s compliance with the terms and
      conditions of this Agreement and prior to the Expiration Date, the Borrower
      may
      borrow, re-pay, and re-borrow Revolving Advances. Notwithstanding the definition
      of “Maximum Revolving Credit” in Section 1.1, nothing contained in this
      Agreement shall be construed to obligate Lender to make any Revolving Advance
      after the Expiration Date or the earlier termination of this Agreement, but
      Lender may choose to do so in its sole discretion, and all Revolving Advances
      shall in any event be secured by the Collateral. 

    


    (ii) Evidence
      of Indebtedness under and Security for Revolving Loan.
      The
      Borrower’s obligation to repay each Revolving Advance shall be evidenced by the
      Revolving Note, and the principal amount of each Revolving Advance shall be
      added to the principal balance due under the Revolving Note. All obligations
      of
      Borrower under this Agreement and the Revolving Note shall be secured by the
      Borrower Security Agreement and the Stock Pledge Agreement and shall be
      unconditionally and jointly and severally guarantied by the Guarantors pursuant
      to the Guaranties. The Guarantors’ obligations under the Guaranties shall be
      secured by the Guarantors Security Agreements. 

     

    (iii) Use
      of
      Revolving Advances.
      The
      Borrower shall use the Initial Revolving Advance, along with the proceeds of
      the
      Initial Term Loan Advance and the Junior Loan, to pay in full all amounts
      outstanding under the Existing Term Loan. 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (iv) Requests
      for and Funding of Revolving Advances.
      The
      Borrower shall give Lender telephonic or written notice by no later than 2:00
      p.m. on any Business Day on which it requests a Revolving Advance, specifying
      the amount of, the date of funding for, and the interest rate election for
      each
      Revolving Advance requested. Provided that Borrower has satisfied any conditions
      precedent for such Revolving Advance set forth in this Agreement, the Lender
      shall make the Revolving Advance to the Borrower by crediting the Borrower’s
      demand deposit account with the Lender or as otherwise directed in writing
      by
      the Borrower. 

    


    (v)
       Interest
      Rate Applicable to Revolving Advances.
      Each
      Revolving Advance shall accrue interest at a variable per annum rate of interest
      equal to either, at Borrower’s election in accordance with the terms and
      conditions of this Agreement, (i) the Prime Rate or (ii) the Adjusted LIBOR
      Rate, plus
      the
      Libor Rate Margin for Revolving Loan (the “LIBOR Option”). Changes in the
      interest rate applicable to any Revolving Advance occurring as a result of
      changes in the Prime Rate or the LIBOR Rate, as applicable, shall take place
      immediately without notice to Borrower or demand of any kind. Interest on each
      Revolving Advance shall at all times be calculated on a 360-day year of twelve
      30-day months, but shall accrue and be payable on the actual number of days
      elapsed.

    


    (vi) Payments.

    


    
      	 	
              (1)

            	
              Monthly
                Interest.
                The Borrower shall make monthly payments of accrued interest in arrears
                on
                the outstanding principal balance of each Revolving Advance on (x)
                each
                Payment Date, for Revolving Advances accruing interest at the Prime
                Rate
                and (y) each Interest Payment Date, for Revolving Advances accruing
                interest at the LIBOR Option. If interest is due and accrued for
                a period
                of more or less than one (1) month on any Payment Date or on any
                Interest
                Payment Date, as applicable, such payment shall be increased or decreased
                to the extent that the amount of interest then due under such payment
                exceeds or is less than one (1) month’s
                interest.

            


    

    


    
      	 	
              (2)

            	
              Compliance
                with Maximum Revolving Credit.
                The Borrower shall repay the Aggregate Revolving Advances in part
                from
                time to time in such principal amounts as may be necessary to ensure
                that
                the Aggregate Revolving Advances at no time exceeds the Maximum Revolving
                Credit.

            


    

    


    
      	 	
              (3)

            	
              Expiration
                Date.
                Upon the earlier to occur of (i) the Expiration Date and (ii) such
                other
                date as may be required by the terms of Section 6(b) of this Agreement,
                the Borrower shall pay to Lender the entire then unpaid balance of
                principal, interest, and other charges due under the Revolving
                Note.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (4)

            	
              Charge
                to Borrower’s Account.
                The Borrower hereby authorizes Lender to charge any account maintained
                by
                Borrower with Lender for any payment due from Borrower under the
                Revolving
                Note or any of the other Loan Documents. In any of the foregoing
                cases,
                such authorization, however, does not obligated Lender so to charge
                nor
                does it limit the Borrower’s obligation to make any payment when
                due.

            


    

    


    (vii) Loan
      Account.
      The
      Lender shall establish a loan account (the “Loan Account”) with respect to the
      Revolving Note, shall enter as debits to the Loan Account all Revolving Advances
      made, accrued interest, charges, fees, expenses and other items chargeable
      to
      the Borrower hereunder in connection with the Revolving Loan, and shall enter
      as
      credits to the Loan Account all payments made by the Borrower in cash or solvent
      credits on account of the Revolving Advances and other appropriate debits and
      credits. Once each month, the Lender shall render to the Borrower a written
      statement of the indebtedness evidenced by the Loan Account, which statement
      shall be deemed to be correct and conclusively binding upon the Borrower unless
      the Borrower provides to the Lender written notice to the contrary within thirty
      (30) days after the date of mailing of such statement.

    


    (b) Terms
      for Term Loan.

    


    (i) Term
      Loan.
      Subject
      to the terms and conditions of this Agreement (including any conditions
      precedent set forth herein), Lender hereby agrees to lend to Borrower, and
      Borrower hereby agree to borrow from Lender, a term loan in the amount of the
      Term Loan Amount. During the Availability Period, the Term Loan shall be
      advanced by Lender to Borrower as a non-revolving line of credit, and subject
      to
      the terms and conditions of this Agreement (including any conditions precedent
      set forth herein), the Lender will make loans to the Borrower (each, a “Term
      Loan Advance”), provided that no Term Loan Advance shall be made if such Term
      Loan Advance, together with the Aggregate Term Loan Advances, would
      exceed the Term Loan Amount. Provided that Borrower has satisfied the conditions
      precedent set forth in Section 4(a) below, Lender agrees to fund an Initial
      Term
      Loan Advance in the amount of $8,000,000.00. Notwithstanding the definition
      of
“Term Loan Amount” in Section 1(a), nothing contained in this Agreement shall be
      construed to obligate Lender to make any Term Loan Advance after the
      Availability Period or earlier termination of this Agreement under Section
      6(b),
      but Lender may choose to do so in its sole discretion.

    


    (ii) Evidence
      of Indebtedness under and Security for Term Loan.
      The
      Borrower’s obligation to repay each Term Loan Advance shall be evidenced by the
      Term Note, and the principal amount of each Term Loan Advance shall be added
      to
      the principal balance due under the Term Note. All obligations of Borrower
      under
      this Agreement and the Term Note shall be secured by the Borrower Security
      Agreement and the Stock Pledge Agreement and shall be unconditionally and
      jointly and severally guarantied by the Guarantors pursuant to the Guaranties.
      The Guarantors’ obligations under the Guaranties shall be secured by the
      Guarantors Security Agreements. 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (iii) Use
      of
      Term Loan Advances.
      The
      Borrower shall use the Initial Term Loan Advance, along with the proceeds of
      the
      Initial Revolving Advance and the Junior Loan, to pay in full all amounts
      outstanding under the Existing Term Loan, and shall use any subsequent Term
      Loan
      Advance for Financed Acquisitions with the consent of Lender. 

    


    (iv) Requests
      for and Funding of Term Loan Advances.
      During
      the Availability Period, the Borrower shall give Lender written notice of
      Borrower’s request for a Term Loan Advance, specifying the amount of, the date
      of funding for, and the interest rate election for each Term Loan Advance
      requested. Provided that Borrower has satisfied any conditions precedent for
      such Term Loan Advance set forth in this Agreement, the Lender shall make the
      Term Loan Advance to the Borrower by crediting the Borrower’s demand deposit
      account with the Lender or as otherwise directed in writing by the
      Borrower.

    


    (v)
       Interest
      Rate Applicable to Term Loan Advances.
      Each
      Term Loan Advance shall accrue interest at a variable per annum rate of interest
      equal to either, at Borrower’s election in accordance with the terms and
      conditions of this Agreement, (i) the Prime Rate or (ii) the Adjusted LIBOR
      Rate, plus
      the
      LIBOR Rate Margin for the Term Loan (the “LIBOR Option”). Changes in the
      interest rate applicable to any Term Loan Advance occurring as a result of
      changes in the Prime Rate or the Adjusted LIBOR Rate, as applicable, shall
      take
      place immediately without notice to Borrower or demand of any kind. At any
      time
      prior to the Term Loan Maturity Date and provided that no Event of Default
      has
      occurred under the Loan Documents, the Borrower shall have the option, upon
      written notice to Lender in each instance, to enter into one or more Hedging
      Contracts (as defined in Rider
      A)
      with
      respect to all or a portion of the then outstanding principal balance under
      the
      Term Note, which Hedging Contracts shall commence on the date of such Hedging
      Contract and shall continue for a period not to exceed the Term Loan Maturity
      Date. Any principal amount subject to a Hedging Contract shall accrue interest
      at the LIBOR Option. Interest on each Term Loan Advance shall at all times
      be
      calculated on a 360-day year of twelve 30-day months, but shall accrue and
      be
      payable on the actual number of days elapsed.

    


    (vi) Payments.

    


    
      	 	
              (1)

            	
              Availability
                Period.
                During the Availability Period, the Borrower shall make monthly payments
                of accrued interest in arrears on the outstanding principal balance
                of
                each Term Loan Advance on (x) each Payment Date, for Term Loan Advances
                accruing interest at the Prime Rate and (y) each Interest Payment
                Date,
                for Term Loan Advances accruing interest at the LIBOR Option. If
                interest
                is due and accrued for a period of more or less than one (1) month
                on any
                Payment Date or on any Interest Payment Date, as applicable, such
                payment
                shall be increased or decreased to the extent that the amount of
                interest
                then due under such payment exceeds or is less than one (1) month’s
                interest. 

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (2)

            	
              Amortization
                Period.
                During the Amortization Period, the Borrower shall make, on each
                Interest
                Payment Date, monthly payments of accrued interest on the outstanding
                principal balance of the Term Note, along with monthly payments of
                principal based upon a five (5) year straight-line amortization schedule
                as set forth in Schedule
                A
                attached to the Term Note.

            


    

    


    
      	 	
              (3)

            	
              Term
                Loan Maturity Date.
                On the Term Loan Maturity Date or such earlier date as may be required
                under the terms of the Loan Documents, the Borrower shall pay to
                Lender
                the entire then unpaid balance of principal, interest, and other
                charges
                due under the Term Note.

            


    

    


    
      	 	
              (4)

            	
              Charge
                to Borrower’s Account.
                The Borrower hereby authorizes Lender to charge any account maintained
                by
                Borrower with Lender for any payment due from Borrower under the
                Term Note
                or any of the other Loan Documents. In any of the foregoing cases,
                such
                authorization, however, does not obligated Lender so to charge nor
                does it
                limit the Borrower’s obligation to make any payment when
                due.

            


    

     

    (vii)
       Notations
      Reflecting Term Loan Advances.
      The
      Borrower hereby irrevocably authorizes the Lender to make or cause to be made
      on
      the books of the Lender, at or following the time of making each Term Loan
      Advance and of receiving any payment of principal under the Term Note, an
      appropriate notation reflecting such transaction and the then aggregate unpaid
      principal balance of the Term Loan. The amount so noted, and other regular
      entries by the Lender on its books with respect to interest and other charges,
      shall constitute presumptive evidence as to the amount owed by the Borrower
      with
      respect to principal of the Term Loan and with respect to interest and other
      charges.

    


    (c)
       Unused
      Commitment Fee.
      In
      addition to any other amounts payable under this Agreement, the Borrower shall
      also pay to Lender the Unused Commitment Fee on the first business day of each
      quarter commencing after the quarter ending on December 31, 2007 and continuing
      after the end of each three (3) month period thereafter during the Availability
      Period.

    


    3. Representations
      and Warranties.
      

    


    The
      Borrower represents and warrants to the Lender that: 

    


    (a) Organization.
      The
      Borrower is a duly organized, validly existing corporation in good standing
      under the laws of the State of Florida and under each other jurisdiction in
      which its business conducted or properties owned requires such qualification.
      The Guarantors are duly organized, validly existing entities in good standing
      under the laws of their respective states of organization and are duly qualified
      to do business as foreign entities and in good standing under the laws of each
      other jurisdiction in which their business conducted or properties owned
      requires such qualification.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (b) Authority.
      The
      Borrower and the Guarantors each have full power to enter into and perform
      their
      respective obligations under the Loan Documents and have taken all necessary
      corporate or other entity action to authorize the execution, delivery, and
      performance of the Loan Documents. 

    


    (c) Enforceability.
      The
      Loan Documents constitute the legal, valid and binding obligations of the
      Borrower and Guarantors, as applicable, enforceable in accordance with their
      terms. 

    


    (d) No
      Violation.
      The
      execution, delivery and performance of the Loan Documents will not violate
      any
      provision of (i) any existing law or regulation applicable to Borrower or
      Guarantors, (ii) the Borrower’s and Guarantors’ respective organizational and
      governing documents, (iii) any order or decree of any court, arbitrator or
      governmental authority applicable to Borrower or any of the Guarantors, or
      (iv)
      any contractual undertaking to which the Borrower or any of the Guarantors
      is a
      party or by which any may be bound. 

    


    (e) Consents.
      No
      consents, licenses, approvals or authorizations of, exemptions by or
      registrations or declarations with, any governmental authority are required
      with
      respect to the execution, delivery, and performance of the Loan Documents.
      

    


    (f) Taxes.
      The
      Borrower and each of the Guarantors have filed all federal and state income
      and
      other material tax returns required to be filed by them and have paid all taxes
      due under any assessment received by them, other than those being contested
      in
      good faith by appropriate proceedings where appropriate reserves have been
      established and Borrower has notified Lender in writing of such contest.


    


    (g) Litigation.
      Except
      as set forth on Schedule
      3(g)
      attached
      hereto, there is no action, suit or proceeding pending against, or to the
      Borrower’s knowledge, threatened against or affecting Borrower or any of the
      Guarantors, before any court, arbitrator, or governmental authority in which
      there is a reasonable possibility of an adverse decision which could adversely
      affect the business or financial condition of the Borrower or any of the
      Guarantors or the Borrower’s or Guarantors’ respective abilities to enter into
      and perform their obligations under the Loan Documents. 

    


    (h) Books
      and Records.
      All
      books and records of the Borrower and the Guarantors, including, but not limited
      to, minute books, by-laws and books of account, fairly reflect all matters
      and
      transactions which should currently be reflected therein, in accordance with
      GAAP.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (i) Financial
      Statements and Condition.
      The
      Borrower’s and Guarantors’ respective balance sheets as of their last fiscal
      year end and the related statements of operations for the fiscal period then
      ended, copies of which have been provided to the Lender, fairly present the
      financial condition and results of operations of the Borrower and Guarantors
      as
      of such date and for such period, and there has occurred no Material Adverse
      Effect since such date. Any financial information provided to Lender which
      project the future performance of the Borrower and the Guarantors constitute
      a
      reasonable basis for the assessment of the future performance of the Company
      and
      its Subsidiaries, on a consolidated basis, during the periods indicated therein,
      and all material assumptions used in the preparation of the Projections are
      set
      forth in the notes thereto. 

     

    (j) Indebtedness;
      Liens.
      The
      Borrower and the Guarantors have not incurred any Indebtedness, other than
      the
      Permitted Indebtedness, and the Borrower’s and Guarantors’ respective assets are
      not subject to any Lien, other than the Permitted Liens.

    


    (k) Subsidiaries.
      The
      Persons set forth on Schedule
      A
      attached
      hereto represent all of the Subsidiaries of the Borrower and the Guarantors
      as
      of the date hereof, and neither Borrower nor any of the Guarantors owns any
      legal and/or beneficial interests in any other Person. Borrower hereby
      acknowledges that its subsidiary, Duncan Capital Financial Group, Inc., has
      no
      assets or operations and will be soon dissolved by Borrower.

    


    (l) Solvency.
      Prior
      to, upon, and immediately after consummation of the transactions contemplated
      hereby, including the incurrence of the Indebtedness evidenced hereby and by
      the
      Junior Loan Documents, the Borrower and each of the Guarantors is solvent,
      has
      tangible and intangible assets having a fair value in excess of the amount
      required to pay its probable liabilities on its existing debts as they become
      absolute and matured, and has access to adequate capital for the conduct of
      its
      business and the ability to pay its debts from time to time incurred in
      connection therewith as such debts mature.

    


    (m) Title
      to Assets; Leases.
      The
      Borrower and each of the Guarantors own all of the assets reflected in the
      financial statements referenced in Section 3(i) above, subject to no Liens
      other
      than Permitted Liens and except for assets disposed of since the date of such
      financial statements in the ordinary course of business and consistent with
      past
      practices of the Borrower and the Guarantors. Neither the Borrower nor any
      of
      the Guarantors owns any real property. The Guarantors and each of Guarantors
      enjoys peaceful and undisturbed possession, and is in compliance, in all
      material respects, with the terms, of all leases of real property on which
      facilities operated by it are situated or which the Borrower or any of the
      Guarantors keeps, maintain, or stores any Collateral (the "Real Property"),
      each
      of which is listed on Schedule
      3(m)
      attached
      hereto.

    


    (n) Material
      Contracts.
      Except
      for the contracts, agreements and arrangements listed in Schedule
      3(n)
      attached
      hereto and contracts, agreements or other arrangements that have been fully
      performed and with respect to which neither the Borrower nor any of the
      Guarantors has any further obligations or liabilities, neither the Borrowers
      nor
      any of the Guarantors is a party to or otherwise bound by (i)
      any
      agreement, instrument, or commitment that may affect its ability to consummate
      the transactions contemplated hereby, or (ii) any other material agreement,
      instrument, or commitment; including without limitation, any:

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (i) agreement
      for the purchase, sale, lease or license by or from it of (i) real estate
      requiring total payments in excess of $100,000 in any instance or (ii) other
      services, products, or assets, requiring total payments in excess of $100,000
      in
      any instance, other than agreements for the purchase of inventory in the
      ordinary course of its business;

     

    (ii) agreements
      requiring it to purchase all or substantially all of its requirements for a
      particular product or service from a particular supplier or suppliers, or
      requiring it to supply all of a particular customer's or customers' requirements
      for a certain service or product (including all management service
      agreements);

     

    (iii) agreement
      or other commitment pursuant to which it has agreed to indemnify or hold
      harmless any other person, to share tax liability of any other person, or to
      refrain from competing with any other person;

     

    (iv) (1)
      employment agreement, (2) consulting agreement, or (3) agreement providing
      for
      severance payments or other additional rights or benefits (whether or not
      optional) in the event of a sale or other change in control of it;

     

    (v) agreement
      with any current or former affiliated entity, stockholder, officer, director,
      employee, or consultant of the Borrower or any of the Guarantors, or with any
      person in which any such affiliated entity has an interest;

     

    (vi) joint
      venture, partnership or teaming agreement;

     

    (vii) agreement
      with any domestic or foreign government or agency or executive office thereof
      or
      any subcontract between it and any third party relating to a contract between
      such third party and any domestic or foreign government or agency or executive
      office thereof;

     

    (viii) agreement
      the performance of which is reasonably likely to result in a loss to it;
      or

     

    (ix) promissory
      note, indenture, mortgage, loan agreement, guaranty, security agreement, pledge
      or similar agreement with any lender. 

     

    The
      Borrower has delivered to the Lenders correct and complete copies of each
      agreement, instrument, and commitment listed in Schedule
      3(n),
      each as
      amended to date. Each such agreement, instrument, and commitment is a valid,
      binding and enforceable obligation of the Borrower or the Guarantors, as
      applicable, and is in full force and effect. Except as set forth in Schedule
      3(n),
      neither
      the Borrower nor any of the Guarantors is, nor to the Borrower's knowledge,
      is
      any other party thereto (nor is the Borrower or any of the Guarantors, to the
      Borrower's knowledge, considered by any other party thereto to be) in breach
      of
      or noncompliance with any term of any such agreement, instrument, or commitment
      (nor is there, to the Borrower's knowledge, any basis for any of the foregoing),
      except for breaches or non-compliances that singly or in the aggregate would
      not
      have a Material Adverse Effect. No claim, change order, request for equitable
      adjustment, or request for contract price or schedule adjustment, between the
      Borrower or any of the Guarantors and any supplier, client or customer, relating
      to any agreement, instrument, or commitment listed in Schedule
      3(n)
      is
      pending or, to the Borrower's knowledge, threatened, other than those claims,
      change orders or requests which could not result in a Material Adverse Effect.
      No agreement, instrument, or commitment listed in Schedule
      3(n)
      includes
      or incorporates any provision, the effect of which may be to enlarge or
      accelerate any of the obligations of the Borrower or any of the Guarantors
      or to
      give additional rights to any other party thereto, or will terminate, lapse,
      or
      in any other way be affected, by reason of the transactions contemplated by
      this
      Agreement.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (o) Intellectual
      Property.

     

    (i) The
      Company or one of the Guarantors is the sole and exclusive owner of or has
      the
      right to use, free and clear of any material obligations to pay royalties or
      any
      other similar obligations, and free and clear of all Liens, all (if any)
      franchises, patents, patent applications, patent licenses, patent rights, trade
      secrets, trademarks, trademark rights, trade names, trade name rights, brand
      names, copyrights, licenses, permits, authorizations and other rights as are
      necessary for the conduct of its business as currently conducted or currently
      proposed to be conducted. All of the foregoing are in full force and effect,
      and
      the Borrower and each of the Guarantors is in compliance with the foregoing
      without any known conflict with the valid rights of others which could affect
      or
      impair in a material manner the business, assets or financial condition of
      the
      Borrower or any of the Guarantors. Except as otherwise described in Schedule 3(o),
      there
      are no material licenses, sublicenses, covenants or agreements which have been
      entered into by the Borrower or any of the Guarantors with respect to any
      patents, trade secrets, trademarks, trade names, brand names or copyrights.
      None
      of the Borrower or any of the Guarantors is in default in any material respect
      under or in relation to any such license, sublicense, covenant or
      agreement.

     

    (ii) There
      is
      no claim by or demand of any Person pertaining to, and there is no pending
      or,
      to the best knowledge of the Borrower, threatened action, suit, proceeding
      or
      investigation relating to any rights of the Borrower or any of the Guarantors
      in
      respect of any patents, trade secrets, trademarks, trade names, brand names
      or
      copyrights used in the business or operations of the Borrower or any of the
      Guarantors.

     

    (iii) No
      patent, trade secret, trademark, trade name, brand name or copyright owned
      or
      used by the Borrower or any of the Guarantors (i) is, to the Borrower's
      knowledge, being infringed by any Person, or (ii) to the Borrower's knowledge,
      infringes any patent, trade secret, trademark, copyright or other intellectual
      property right of any Person.

     

    (iv) Except
      as
      otherwise described in Schedule 3(o),
      none of
      the Borrower or any of the Guarantors is a party to or bound by any agreement
      or
      contract (whether written or, to its knowledge, oral) containing any covenant
      prohibiting the Borrower or any of the Guarantors from competing in any business
      of any kind in any territory or from competing with any Person, or prohibiting
      the Borrower or any of the Guarantors from doing any kind of business with
      any
      Person.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (v) To
      the
      Borrower's knowledge: (i) None of the Borrower, any of the Guarantors, or any
      of
      their respective employees or consultants has infringed or made unlawful use
      of,
      or is infringing or making unlawful use of, any proprietary or confidential
      information of any Person, including without limitation any former employer
      of
      any past or present employee or consultant of the Borrower or any of the
      Guarantors; and (ii) the activities of the Borrower's and the Guarantors’
employees and consultants in connection with their employment or consulting
      do
      not violate any agreements or arrangements that any such employees or
      consultants have with any former employer or any other Person.

    


    (p) Brokers.
      Except
      as otherwise stated on Schedule
      3(p),
      no
      finder, broker, agent or other intermediary has acted for or on behalf of the
      Borrower or any or the Guarantors in connection with the negotiation or
      consummation of the transactions contemplated hereby, and no fee will be payable
      by the Borrower or any of the Guarantors to any such Person in connection with
      such transactions.

     

    (q) Disclosure.
      No
      representation, warranty or statement made in this Agreement or in any
      agreement, certificate, statement or document furnished by or on behalf of
      the
      Borrower or any of the Guarantors in connection herewith or therewith contains
      any untrue statement of material fact or omits to state a material fact
      necessary in order to make the statements contained herein or therein, in light
      of the circumstances in which they were made, not misleading

    


    (r) Defaults.
      No
      Default Event or Event of Default exists under any of the Loan Documents.
      Neither the Borrower nor any of the Guarantors is in default under any
      provisions of its respective organizational documents or by-laws or under any
      material provisions of any contract, agreement, lease or other instrument to
      which it is a party or by which it or its property is bound or in material
      violation of any law, judgment, decree or governmental order, rule or regulation
      applicable to the Borrower or any of the Guarantors.

    


    The
      Borrower acknowledges that Lender has entered into this Agreement in reliance
      upon the foregoing representations and warranties of the Borrower and that
      such
      representations and warranties are hereby deemed to be material. Each such
      representation and warranty shall be deemed to have been newly made on each
      day
      that Borrower requests a Revolving Advance or a Term Loan Advance and on each
      day that Lender advances a Revolving Advance or a Term Loan
      Advance.

    


    4. Conditions
      to Loans.

    


    (a) Conditions
      Precedent to Initial Advances.
      The
      Lender shall not be obligated to advance the Initial Revolving Advance or the
      Initial Term Loan Advance until the Lender shall have received and approved:
      

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

       

    

    (i) Organizational
      Documents.
      A true
      and correct copy of each of the following documents:

    


    
      	 	
              (1)

            	
              the
                articles of organization of the Borrower, certified by the Florida
                Secretary; 

            


    

    


    
      	 	
              (2)

            	
              the
                by-laws of the Borrower;

            


    

    


    
      	 	
              (3)

            	
              the
                articles of organization of each of the Guarantors, certified by
                the
                secretary of state of the state of organization for such Guarantors;
                and

            


    

    


    
      	
            	(4)	
              the
                by-laws of each of the Guarantors.

            


    

    


    (ii) Corporate
      Good Standing.
      Certificates from the Florida Secretary dated not more than thirty (30) days
      from the date hereof certifying as to the Borrower’s legal existence and
      corporate good standing in the State of Florida; certificates from the secretary
      of state of the state of organization for each of the Guarantors dated not
      more
      than thirty (30) days from the date hereof certifying as to each of the
      Guarantors’ legal existence and corporate good standing in its state of
      organization; and certificates from the secretary of state of each state where
      the Borrower and the Guarantors are qualified as foreign entities dated not
      more
      than thirty (30) days from the date hereof certifying as to the Borrower’s and
      each of the Guarantors’ legal existence and foreign corporate good standing in
      such states.

    


    (iii) Tax
      Good Standing.
      Certificates from the department of revenue or like state taxing agency in
      the
      state of organization as to the Borrower’s and each of the Guarantors’ tax good
      standing or, alternatively, certificates from the Borrower’s and each of the
      Guarantors’ treasurers in form and substance satisfactory to Lender certifying
      that Borrower and Guarantors, as applicable, have timely filed all tax returns
      and have paid all federal and state taxes assessed against them; 

    


    (iv) Evidence
      of Authority.
      Certificates of authority from the Borrower’s and each of the Guarantors’
corporate secretaries, along with copies of a vote from boards of directors
      or
      shareholders, authorizing and approving the execution, delivery and performance
      of the Loan Documents and each of the transactions contemplated hereunder;
      

    


    (v) Loan
      Documents.
      The
      duly executed Loan Documents in form and substance satisfactory to Lender;
      

    


    (vi)
       Legal
      Opinion.
      An
      opinion of legal counsel to Borrower and Guarantors in form and substance
      satisfactory to the Lender and Lender’s legal counsel, dated as of the date
      hereof, regarding the legal existence of the Borrower and the Guarantors, the
      authority of the Borrower and the Guarantors to execute and perform all Loan
      Documents to which each is a party, the enforceability of the Loan Documents,
      and the existence of any pending or threatened litigation against the Borrower
      and the Guarantors;

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (vii) Insurance.
      Evidence of the insurance coverage required by Section 5(l) of this Agreement
      and the Security Agreements;

    


    (viii) Searches.
      Searches of the appropriate Uniform Commercial Code filing offices showing
      no
      security interests affecting the Borrower or the Guarantors, other than those
      in
      favor of the Lender or approved by the Lender in writing, and searches
      evidencing that neither the Borrower nor the Guarantors are affected by any
      state or federal tax lien;

    


    (ix) Lender’s
      Fees.
      Payment
      by Borrower of a fee in the amount of $150,000.00 as consideration for Lender’s
      commitment to advance the Loans and any other fees and expenses incurred by
      Lender in connection with the Loans, including, but not limited to, the fees
      and
      expenses of legal counsel.

    


    (x) Cash
      Management.
      If
      applicable, evidence that Borrower has entered into a Cash Management Agreement
      with Lender post-closing, and has established with Lender the Cash Management
      Account;

    


    (xi) Existing
      Term Loan.
      Current
      payoff quotation for the Existing Term Loan; 

     

    (xii) Leases;
      Landlord Consent and Waiver.
      A copy
      of the leases referenced in Section 3(m) above; and an executed landlord consent
      and waiver of lien in form and substance satisfactory to Lender executed by
      the
      landlord under each such lease.

    


    (xiii) Junior
      Loan.
      A draft
      of the Junior Loan Documents in form and substance reasonably satisfactory
      to
      Lender prior to their execution and, upon their execution, a copy of the fully
      executed Junior Loan Documents; and evidence that the Junior Loan has been
      fully
      advanced by the Junior Lender. The Lender and the Junior Lender shall also
      have
      executed the Subordination Agreement in form and substance satisfactory to
      Lender. 

    


    (xiv) Seller
      Financing.
      A copy
      of all documents and instrument evidencing the Seller Financing and an executed
      Seller Subordination Agreement from each of the holders of the Seller
      Financing.

    


    (xv) Debt
      to Equity Conversion.
      Evidence of the conversion by Laurus Master Fund, Ltd. (“Laurus”) of at least
      $1,000,000.00 of debt held by Laurus into equity interests in the Borrower
      and
      the investment of $2,000,000 in equity interests in the Borrower.

    


    (xvi) Interest
      Rate Elections.
      Written
      election by Borrower of the interest rate to apply to the Initial Revolving
      Advance (as more particularly provided in Section 2(a)(v)) and the interest
      rate
      to apply to the Initial Term Loan Advance (as more particularly provided in
      Section 2(b)(v)). The Borrower shall also have notified Lender in writing if
      Borrower shall have elected to enter into a Hedging Contract with respect to
      the
      Initial Term Loan Advance.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    (xvii) Additional
      Information.
      Such
      additional information regarding the Borrower, the Guarantors, or any of the
      transactions contemplated by this Agreement as may be reasonably requested
      by
      Lender. 

    


    (b) Conditions
      Precedent to Subsequent Revolving Advances.
      The
      Lender’s obligation to make any Revolving Advance after the Initial Revolving
      Advance is conditioned upon the following: 

    


    (i) Representations
      and Warranties.
      The
      Borrower’s representations and warranties set forth in Section 3 shall be true
      and correct in all material respects as of the date of each request for a
      Revolving Advance and as of the date that Lender is requested to fund each
      such
      Revolving Advance; 

    


    (ii) Default.
      There
      shall exist no Default Event or Event of Default on both the date of each
      request for a Revolving Advance and the date that Lender is requested to fund
      each such Revolving Advance; 

    


    (iii) Material
      Change.
      There
      shall have been no occurrence having a Material Adverse Effect upon the
      financial condition, business, or prospects of the Borrower;

    


    (iv) Secretary
      Certificate.
      If
      requested by Lender, the Lender shall have received a certification signed
      by
      the corporate secretary of the Borrower as to the foregoing clauses (i) through
      (iii) above; 

    


    (v) Interest
      Rate Election.
      The
      Borrower shall have provided to Lender written election of the interest rate
      to
      apply to each Revolving Advance (as more particularly provided in Section
      2(a)(v)); and 

    


    (vi)
       Covenant
      Compliance Certificate.
      If
      requested by Lender, an updated Covenant Compliance Certificate confirming
      compliance with all financial covenants set forth in this Agreement after giving
      effect to the requested advance. 

    


    The
      Borrower’s acceptance of any Revolving Advance shall constitute the Borrower’s
      representation and warranty to the effect set forth in clauses (i), (ii) and
      (iii) above.

    


    (c) Conditions
      Precedent to Subsequent Term Loan Advances.
      The
      Lender’s obligation to make any Term Loan Advance after the Initial Term Loan
      Advance is conditioned upon the following: 

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    (i) Representations
      and Warranties.
      The
      Borrower’s representations and warranties set forth in Section 3 shall be true
      and correct in all material respects as of the date of each request for a Term
      Loan Advance and as of the date that Lender is requested to fund each such
      Term
      Loan Advance; 

     

    (ii) Default.
      There
      shall exist no Default Event or Event of Default on both the date of each
      request for a Term Loan Advance and the date that Lender is requested to fund
      each such Term Loan Advance; 

    


    (iii) Material
      Change.
      There
      shall have been no occurrence having a Material Adverse Effect upon the
      financial condition, business, or prospects of the Borrower; 

    


    (iv) Secretary
      Certificate.
      If
      requested by Lender, the Lender shall have received a certification signed
      by
      the corporate secretary of the Borrower as to the foregoing clauses (i) through
      (iii) above;

    


    (v) Availability
      Period.
      The
      Availability Period shall not have expired;

    


    (vi) Interest
      Rate Election.
      The
      Borrower shall have provided to Lender written election of the interest rate
      to
      apply to each Term Loan Advance (as more particularly provided in Section
      2(b)(v)); 

    


    (vii) Financed
      Acquisition Conditions.
      The
      Borrower shall have satisfied the Financed Acquisition Conditions for each
      Term
      Loan Advance; and 

    


    (viii)
       Covenant
      Compliance Certificate.
      If
      requested by Lender, an updated Covenant Compliance Certificate confirming
      compliance with all financial covenants set forth in this Agreement after giving
      effect to the requested advance.

    


    The
      Borrower’s acceptance of any Term Loan Advance hereunder shall constitute the
      Borrower’s representation and warranty to the effect set forth in clauses (i),
      (ii) and (iii) above.

    


    5. Covenants
      of Borrower.
             

    


    The
      Borrower covenants and agrees with the Lender as follows:

    


    (a) Loan
      Payments.
      The
      Borrower shall pay all amounts due under the Notes at the times and places
      and
      in the manner provided by this Agreement and the Notes and shall promptly pay
      when due all other amounts owing to Lender with respect to fees and charges
      and
      otherwise as required by the Loan Documents. 

    


    (b) Loan
      Proceeds.
      The
      Borrower shall use the proceeds of the Initial Revolving Advance for the payment
      in full of all amounts outstanding under the Existing Term Loan. The Borrower
      shall use the proceeds of the Initial Term Loan Advance for the payment in
      full
      of all amounts outstanding under the Existing Term Loan and shall use the
      proceeds of any subsequent Term Loan Advance for the finance of Financed
      Acquisitions.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    (c)
       Financial
      Reporting.
      The
      Borrower shall furnish to Lender the following financial information
      (collectively, the “Financial Information”):

    


    
      	 	
              (i)
                

            	
              within
                one hundred twenty (120) days after the end of each fiscal year of
                Borrower and its Subsidiaries, annual unqualified financial statements
                for
                the Borrower and it Subsidiaries on a consolidated basis audited
                by a
                certified public accountant acceptable to Lender in its reasonable
                discretion; 

            


    

    


    
      	 	
              (ii)

            	
              within
                sixty (60) days after the end of each fiscal quarter of Borrower
                and its
                Subsidiaries, (i) management prepared quarterly financial statements
                for
                the Borrower and its Subsidiaries and (ii) a Covenant Compliance
                Certificate executed by the chief financial officer of Borrower in
                form
                and substance reasonably satisfactory to Lender with respect to the
                Borrower and its Subsidiaries; and

            


    

    


    
      	 	
              (iii)

            	
              such
                additional financial information regarding the Borrower, the Guarantors,
                or the Collateral as the Lender may reasonably request from time
                to
                time.

            


    

    


    Neither
      Lender, nor Lender’s officers, directors, employees, consultants or affiliates
      shall trade on any material, non-public information of the
      Borrower.

    


    (d) Licenses,
      etc.
      The
      Borrower shall preserve, and shall cause the Guarantors to preserve, their
      corporate existences and all licenses and franchises necessary or convenient
      for
      their businesses; shall comply, and shall cause the Guarantors to comply, with
      all applicable laws and regulations; shall maintain, and shall cause the
      Guarantors to maintain, all material property necessary or useful in their
      businesses in good working order and repair; and shall comply, and shall cause
      the Guarantors to comply, with all funding and other material requirements
      under
      ERISA.

    


    (e) Merger,
      Consolidation, Purchase or Sale of Assets, Change in Control. Neither the
      Borrower nor any of its Subsidiaries will (a) become a party to any merger
      or
      consolidation, (b) sell, lease, sublease or otherwise transfer or dispose
      (including, without limitation, pursuant to any sale-leaseback transactions)
      of
      any portion of its assets, (c) acquire all or substantially all of the assets
      of
      any Person or any portion of the capital stock (or other equity interests)
      of
      any Person or (d) acquire any assets outside the ordinary course of business;
      provided that
      notwithstanding the forgoing, (i) any Subsidiary of Borrower may merge or
      consolidate with Borrower or any other Subsidiary of Borrower so long as, in
      the
      case of any merger or consolidation with Borrower, Borrower is the surviving
      entity, (ii) Borrower and its Subsidiaries may sell inventory and dispose of
      obsolete or worn-out machinery and equipment, in each case, in the ordinary
      course of business, consistent with past practices,
      (iii)
      Borrower and any of its Subsidiaries may become a party to any merger or
      consolidation or sell or otherwise transfer or dispose of any portion of their
      assets so long as, in each case, contemporaneously with the closing of any
      such
      transaction, the loan obligations of Borrower to Lender are indefeasibly paid
      in
      full and this Agreement shall have been terminated, and (iv) Borrower
      may make Financed Acquisitions and Unfinanced Acquisitions pursuant to the
      terms
      of this Agreement. There
      shall be no Change of Control affecting Borrower without the prior written
      consent of Lender.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (f) Indebtedness.
      The
      Borrower shall not incur or become liable for any Indebtedness except (i)
      Indebtedness to the Lender, (ii) Indebtedness under the Junior Loan Documents,
      (iii) Indebtedness under the Seller Financing, (iv) the existing Indebtedness
      set forth on Schedule
      5(f)
      attached
      hereto, (v) Indebtedness consented to in writing by the Lender in advance of
      the
      incurrence of such Indebtedness, and (vi) Indebtedness secured by Permitted
      Liens (collectively, “Permitted Indebtedness”). The Borrower shall not
      materially amend the Junior Loan Documents or any documents or instruments
      evidencing the Seller Financing without the prior written consent of
      Lender.

    


    (g) Liens.
      The
      Borrower shall not, and shall cause the Guarantors not to, create, permit to
      be
      created, or suffer to exist any Lien upon any of the Collateral, except the
      Permitted Liens.

    


    (h) Loans.
      The
      Borrower shall not make, and shall cause the Guarantors not to make, any loans
      or advances to any Person, except (i) endorsement of negotiable instruments
      for
      deposit or collection in the ordinary course of business, and (ii) customary
      advances for reimbursable employee business expenses in the ordinary course
      of
      business.

    


    (i) Investments;
      Acquisitions.
      The
      Borrower shall not make, and shall cause the Guarantors not to make, any
      investments in securities or obligations of another Person, except (i) deposits
      with the Lender or other financial institution insured by the Federal Deposit
      Insurance Corporation, (ii) investments in U.S. Treasury securities, (iii)
      investments in money market mutual funds of nationally-recognized sponsors;
      provided, however, that no such investment shall be made if, after giving effect
      to such investment, a Default Event or Event of Default shall occur hereunder;
      and (iv) Acquisitions; provided that (1) Borrower has satisfied the terms and
      conditions of Section 4(c) for Financed Acquisitions and (2) Borrower has
      satisfied the Unfinanced Acquisitions Conditions for Unfinanced
      Acquisitions.

    


    (j) Restricted
      Payments.
      The
      Borrower shall not make or pay, and shall not permit the Guarantors to make
      or
      pay: (i) any Distributions, except any non-cash dividends declared in connection
      with the Borrower’s series of preferred stock; or (ii) any payment on account of
      the purchase, redemption, retirement, or acquisition of (a) any shares of its
      capital stock (except shares acquired upon the conversion thereof into other
      shares of its capital stock) or (b) any option, warrant, or other right to
      acquire shares of its capital stock; provided however that Borrower and
      Guarantors may declare (but not make or pay) such Distributions if such
      declaration shall not cause an Event of Default under this Agreement and does
      not cause the Borrower and Guarantors to fail to comply with any covenants
      required to be maintained by the Borrower and Guarantors pursuant to this
      Agreement. 

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    (k) Taxes.
      The
      Borrower shall pay and discharge, and shall cause the Guarantors to pay and
      discharge, all taxes, assessments, and governmental charges or levies imposed
      upon them, upon their income or profits, or upon any properties belonging to
      them, prior to the date on which penalties or interest would attach thereto,
      and
      all lawful claims which, if unpaid, might become a Lien upon any property of
      the
      Borrower or the Guarantors; provided
      that
      Borrower and Guarantors shall not be required to pay any such tax, assessment,
      charge, levy or claim which is being contested in good faith and by proper
      proceedings which serve as a matter of law to stay the enforcement of any remedy
      of the taxing authority or claimant and as to which the Borrower or Guarantors,
      as applicable, shall have set aside on their books adequate reserves and
      notified Lender in writing of such contest. 

    


    (l) Insurance.
      The
      Borrower shall keep, and shall cause the Guarantors to keep, all inventory,
      equipment, furnishings, and other tangible personal property owned by the
      Borrower and the Guarantors and kept or used for Borrower’s and Guarantors
      businesses fully insured against fire, lightning and extended coverage perils
      and against such other risks as the Lender may from time to time require, in
      an
      amount equal to the aggregate full insurable value thereof. The Borrower shall
      also comply, and shall cause the Guarantors to comply, with the requirements
      of
      the Security Agreements with respect to insurance. The Borrower shall maintain,
      and shall cause the Guarantors to maintain, such insurance with responsible
      and
      reputable insurance companies or associations satisfactory to Lender in such
      amounts and covering such risks as shall be satisfactory to Lender from time
      to
      time, but in any event in amounts sufficient to prevent the Borrower and the
      Guarantors from becoming a co-insurer. 

    


    (m) Minimum
      EBITDA.
      The
      Borrower and Guarantors shall not permit their EBITDA to be less than the
      following amounts for the periods there indicated, such covenant to be tested
      quarterly by Lender on a TTM basis based upon the Financial
      Information:

     

    
      	
              Fiscal
                Quarter:

            	 	
              Amount:

            	 
	
              Q.4
                2007

            	 	
              $

            	
              6,200,000.00

            	 
	
              Q.1
                2008

            	 	
              $

            	
              6,575,000.00

            	 
	
              Q.2
                2008

            	 	
              $

            	
              7,250,000.00

            	 
	
              Q.3
                2008

            	 	
              $

            	
              7,625.000.00

            	 
	
              Q.4
                2008

            	 	
              $

            	
              8,000,000.00

            	 
	
              Q.1
                2009

            	 	
              $

            	
              8,300,000.00

            	 
	
              Q.2
                2009

            	 	
              $

            	
              8,600,000.00

            	 
	
              Q.3
                2009

            	 	
              $

            	
              8,900,000.00

            	 
	
              Q.4
                2009

            	 	
              $

            	
              9,200,000.00

            	 
	
              Q.1
                2010

            	 	
              $

            	
              9,500,000.00

            	 
	
              Q.2
                2010

            	 	
              $

            	
              9,800,000.00

            	 
	
              Q.3
                2010

            	 	
              $

            	
              10,000,000.00

            	 


    

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    (n) Maximum
      Ratio of Total Funded Debt to Adjusted EBITDA.
      The
      Borrower and Guarantors shall not permit the ratio of their Total Funded Debt
      to
      its Adjusted EBITDA to exceed the following ratios for the periods there
      indicated, such covenant to be tested quarterly by Lender on a TTM basis based
      upon the Financial Information:

    

      
        	
                Fiscal
                  Quarter:

              	 	
                Ratio:

              	 
	
                Q.4
                  2007

              	 	 	
                3.30
                  to 1.0

              	 
	
                Q.1
                  2008

              	 	 	
                3.30
                  to 1.0

              	 
	
                Q.2
                  2008

              	 	 	
                3.30
                  to 1.0

              	 
	
                Q.3
                  2008

              	 	 	
                3.0
                  to 1.0

              	 
	
                Q.4
                  2008

              	 	 	
                3.0
                  to 1.0

              	 
	
                Q.1
                  2009

              	 	 	
                2.75
                  to 1.0

              	 
	
                Q.2
                  2009

              	 	 	
                2.75
                  to 1.0

              	 
	
                Q.3
                  2009

              	 	 	
                2.75
                  to 1.0

              	 
	
                Q.4
                  2009

              	 	 	
                2.75
                  to 1.0

              	 
	
                Q.1
                  2010

              	 	 	
                2.50
                  to 1.0

              	 
	
                Q.2
                  2010

              	 	 	
                2.50
                  to 1.0

              	 
	
                Q.3
                  2010

              	 	 	
                2.50
                  to 1.0

              	 


      

    

     

    (o) Minimum
      Fixed Charge Coverage Ratio.
      The
      Borrower and Guarantors shall not permit their Fixed Charge Coverage Ratio
      to be
      less than 1.25 to 1.0 at any time, such covenant to be tested quarterly by
      Lender on a TTM basis based upon the Financial Information.

    


    (p) Minimum
      Interest Coverage Ratio.
      The
      Borrower and Guarantors shall not permit their Interest Coverage Ratio to be
      less than the following ratios for the periods there indicated, such covenant
      to
      be tested quarterly by Lender on a TTM basis based upon the Financial
      Information:

     

    
      	
              Fiscal
                Quarter:

            	 	
              Ratio:

            	 
	
              Q.4
                2007

            	 	 	
              2.0
                to 1.0

            	 
	
              Q.1
                2008

            	 	 	
              2.0
                to 1.0

            	 
	
              Q.2
                2008

            	 	 	
              2.0
                to 1.0

            	 
	
              Q.3
                2008

            	 	 	
              2.0
                to 1.0

            	 
	
              Q.4
                2008

            	 	 	
              2.0
                to 1.0

            	 
	
              Q.1
                2009

            	 	 	
              2.25
                to 1.0

            	 
	
              Q.2
                2009

            	 	 	
              2.25
                to 1.0

            	 
	
              Q.3
                2009

            	 	 	
              2.25
                to 1.0

            	 
	
              Q.4
                2009

            	 	 	
              2.50
                to 1.0

            	 
	
              Q.1
                2010

            	 	 	
              2.50
                to 1.0

            	 
	
              Q.2
                2010

            	 	 	
              2.50
                to 1.0

            	 
	
              Q.3
                2010

            	 	 	
              2.50
                to 1.0

            	 


    

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    (q) Maximum
      Ratio of Total Funded Debt to Net Worth.
      The
      Borrower and Guarantors shall not permit the ratio of their Total Funded Debt
      to
      its Net Worth to exceed 2.50 to 1.0 at any time, such covenant to be tested
      quarterly by Lender on a TTM basis based upon the Financial
      Information.

    


    (r)
       Minimum
      Availability under Revolving Loan:
      Borrower shall be required to maintain a minimum availability under the
      Revolving Loan at all times sufficient to fund three (3) months of debt service
      payments on indebtedness under Seller Financing on a pro forma basis.


    


    (s) Junior
      Loan Documents.
      The
      Borrower shall not materially amend the Junior Loan Documents without the prior
      written consent of Lender.

    


    (t) Seller
      Financing.
      The
      Borrower shall not materially amend any documents or instrument evidencing,
      securing, and/or guarantying the Seller Financing without the prior written
      consent of Lender.

    


    (u) Cash
      Management.
      The
      Borrower shall comply with the terms and conditions of the Cash Management
      Agreement and shall maintain with Lender the Cash Management
      Account.

    


    (v) Costs
      and Expenses.
      The
      Borrower shall pay on demand all costs and expenses of Lender (including without
      limitation, legal fees and expenses) in connection with (i) the preparation,
      execution, and delivery of the Loan Documents and any amendments or
      modifications of any of the Loan Documents, (ii) the examination, review, or
      administration of any of the Loan Documents, and (iii) the interpretation,
      administration, preservation, enforcement, or exercise of any rights or remedies
      under the Loan Documents, all whether or not legal action is instituted.


    


    (w) Indemnification.
      The
      Borrower shall indemnify the Lender, its officers, directors, employees, agent,
      and affiliates (collectively, the “Indemnified Parties”) and hold the
      Indemnified Parties harmless against any claim or cause of action arising out
      of
      or in connection with the Loan, unless such claim or cause of action was caused
      by the gross negligence, bad faith, or willful misconduct of any of the
      Indemnified Parties.

    


    (x) Event
      of Default.
      The
      Borrower shall immediately notify the Lender of the occurrence of any Default
      Event or Event of Default.

    


    (y) Other
      Information.
      The
      Borrower shall provide the Lender with such other information regarding the
      transactions evidenced by the Loan Documents or the parties thereto, as the
      Lender may from time to time reasonably request.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    6. Events
      of Default; Remedies.

    


    (a) Events
      of Default.
      The
      occurrence of any of the following events set forth in this Section 6(a) shall
      constitute an “Event of Default” under this Agreement: 

    


    (i) The
      Borrower shall fail to make any payment under the Notes or any other payment
      obligation under the Loan Documents within ten (10) days of when due;
      or

    


    (ii) Any
      material representation or warranty of the Borrower or any of the Guarantors
      contained herein or in any of the other Loan Documents shall at any time prove
      to have been incorrect in any material respect when made, or any representation
      or warranty made by the Borrower or any of the Guarantors in connection with
      the
      execution and delivery of this Agreement or any other instrument, document,
      certificate or statement executed and delivered in connection with the Loans
      shall at any time prove to have been incorrect in any material respect when
      made; or

    


    (iii) The
      Borrower shall default in the performance of any other term, covenant, or
      agreement contained in this Agreement (other than as provided for in Sections
      6(a)(i) and (ii) above) or of any term, covenant or agreement contained in
      the
      other Loan Documents, and such default shall continue uncured for twenty (20)
      days after written notice thereof shall have been given by Lender to Borrower
      (unless a different grace or cure period is specifically provided for herein
      or
      in any other Loan Document and provided that there shall be no grace or cure
      period for Borrower’s failure to comply with the financial covenants set forth
      in Sections 5(m), 5(n), 5 (o), 5(p) and 5 (q) above); or

    


    (iv) Any
      default shall exist and remain unwaived or uncured after any applicable grace
      or
      cure period (i) under the Junior Loan, (ii) under the Seller Financing, or
      (iii)
      with respect to any other Indebtedness of the Borrower or any of the Guarantors
      owed to any other creditor in excess of $100,000.00, or any of the foregoing
      Indebtedness shall not have been paid when due, whether by acceleration or
      otherwise, or shall have been declared to be due and payable prior to its stated
      maturity, or any event or circumstance shall occur which permits, or with the
      lapse of time or giving of notice or both would permit, the acceleration of
      the
      maturity of any such Indebtedness by the holder or holders thereof;
      or

    


    (v) The
      Borrower or any of the Guarantors shall be dissolved, shall become insolvent
      or
      bankrupt, shall cease paying its debts as they mature, or shall make an
      assignment for the benefit of creditors; or a trustee, receiver or liquidator
      shall be appointed for the Borrower or any of the Guarantors or for a
      substantial part of any of their property; or bankruptcy, reorganization,
      arrangement, insolvency or similar proceedings shall be instituted by or against
      the Borrower or any of the Guarantors under the laws of any jurisdiction
      (provided
      that, if
      involuntary, such proceedings shall not be an Event of Default if they are
      dismissed within forty-five (45) days); or

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    (vi) Any
      writ,
      attachment, execution or similar process shall be issued or levied against the
      Borrower or any of the Guarantors or any of their property, and such writ,
      attachment, execution or similar process shall not be paid, released, vacated
      or
      fully bonded within twenty (20) days after its issue or levy; or any writ of
      attachment or trustee process shall be served upon the Lender relating to goods,
      effects or credits of the Borrower or any of the Guarantors in the possession
      of
      or maintained with the Lender; or

    


    (vii) The
      Borrower or any of the Guarantors shall fail to meet its minimum funding
      requirements under ERISA with respect to any employee benefit plan (or other
      class of benefit which the PBGC has elected to insure), or any such plan shall
      be the subject of termination proceedings (whether voluntary or involuntary),
      and there shall result from such termination proceedings a liability of the
      Borrower or any of the Guarantors to the PBGC, which in the reasonable opinion
      of the Lender may have a material adverse effect upon the business, operations
      or financial condition of the Borrower or any of the Guarantors; or

    


    (viii) The
      occurrence of a Material Adverse Effect; 

    


    (ix) There
      shall be entered against the Borrower or any of the Guarantors any final
      judgment not covered by insurance which, singly or with any other final judgment
      or judgments not covered by insurance then remaining unpaid, exceeds $250,000.00
      and which would have, in the reasonable judgment of Lender, a Material Adverse
      Effect; or

    


    (x) There
      shall be entered against the Borrower or any of the Guarantors any judicial
      or
      administrative order which enjoins, restrains or in any way prevents it from
      conducting all or any part of its business activities or materially interferes
      with the ownership, use or occupation of any if its assets, which order is
      not
      rescinded or dismissed within ten (10) days of its issuance; or

    


    (xi) An
      event
      of default shall occur under any Hedging Contracts or under any other
      Indebtedness owed by Borrower or any Guarantor to Lender or Lender’s
      affiliates.

    


    For
      purposes of clauses (viii) and (ix) above, a loss or liability shall not be
      deemed to be "not covered by insurance," notwithstanding that the insurer has
      not paid the claim, if a claim has been submitted in writing and the Borrower
      or
      any of the Guarantors, as applicable, reasonably believe that it is covered
      by
      the relevant insurance, provided
      that any
      claim not paid or agreed to be covered by the insurer within sixty (60) days
      after it is submitted shall be deemed to be not covered by
      insurance.

    


    (b) Rights
      and Remedies on Default.
      Upon
      the occurrence of any Event of Default and at any time thereafter, in addition
      to any other rights and remedies available to the Lender under this Agreement,
      any of the other Loan Documents, or otherwise, the Lender may exercise any
      one
      or more of the following rights and remedies (all of which shall be
      cumulative):

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    (i) Declare
      the entire unpaid principal amount of the Notes then outstanding, all interest
      accrued and unpaid thereon, all other amounts payable under this Agreement,
      and
      all other Indebtedness of the Borrower or any of the Guarantors to the Lender
      to
      be forthwith due and payable, whereupon the same shall become forthwith due
      and
      payable, without presentment, demand, protest or notice of any kind, all of
      which are hereby expressly waived by the Borrower and the
      Guarantors.

    


    (ii) Terminate
      both the Revolving Loan provided for in Section 2(a) without notice.


    


    (iii) Enforce
      the provisions of this Agreement or the other Loan Documents by legal
      proceedings for the specific performance of any covenant or agreement contained
      herein or therein or for the enforcement of any other appropriate legal or
      equitable remedy, and the Lender may recover damages caused by any breach by
      the
      Borrower or any of the Guarantors of the provisions of this Agreement or the
      other Loan Documents, including court costs, reasonable attorneys' fees, and
      other costs and expenses incurred in the enforcement of the obligations of
      the
      Borrower under this Agreement.

    


    (iv) Exercise
      all rights and remedies under this Agreement and the other Loan Documents and
      any other agreement with the Lender and exercise all other rights and remedies
      which the Lender may have under applicable law.

    


    (c)  Set-off.
      In
      addition to any rights now or hereafter granted under applicable law and not
      by
      way of limitation of any such rights, the Lender is hereby authorized at any
      time or from time to time, without presentment, demand, protest or other notice
      of any kind to the Borrower or any of the Guarantors, all of which are hereby
      expressly waived, to set off and to appropriate and apply any and all deposits
      (general or special) and any other Indebtedness at any time held or owing by
      the
      Lender to or for the credit or the account of the Borrower or any of the
      Guarantors against and on account of the obligations and liabilities of the
      Borrower and the Guarantors to the Lender under the Loan Documents or otherwise,
      irrespective of whether or not the Lender shall have made any demand under
      this
      Agreement and although said obligations, liabilities or claims, or any of them,
      may then be contingent or unmatured and without regard for the availability
      or
      adequacy of other collateral. The Borrower hereby grants to the Lender a
      security interest with respect to all its deposits and all securities or other
      property in the possession of the Lender from time to time, and, upon the
      occurrence of any Event of Default or Default Event, the Lender may exercise
      all
      rights and remedies of a secured party under the Uniform Commercial Code with
      respect thereto.

    


    7. Miscellaneous
      Provisions. 

    


    (a) Entire
      Agreement.
      This
      Agreement and the other Loan Documents constitute the entire agreement of the
      parties with respect to the subject matter hereof and supersede any prior
      correspondence or agreements relating thereto. 

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    (b) Section
      Headings.
      The
      headings herein are for convenience of reference only and shall not affect
      the
      interpretation hereof. 

    


    (c) Amendment
      and Waiver.
      No
      provision of this Agreement or the other Loan Documents may be amended or waived
      except by a written instrument signed by the party or parties to be charged.
      No
      failure or delay by the Lender in exercising any right, power or privilege
      under
      this Agreement or under the other Loan Documents shall operate as a waiver
      thereof, nor shall any single or partial exercise thereof preclude any other
      right, power or privilege. 

    


    (d) Assignment.
      This
      Agreement and the other Loan Documents shall inure to the benefit of and be
      binding upon the parties’ respective successors and assigns, provided
      that the
      Borrower may not assign any rights or obligations under this Agreement or the
      other Loan Documents without the prior written consent of the Lender. The Lender
      may assign this Agreement and the other Loan Documents and may grant to other
      financial institutions participations in loans made or to be made under this
      Agreement.

    


    (e) Cumulative
      Remedies.
      The
      rights and remedies provided in the Loan Documents shall be cumulative and
      not
      exclusive of any rights or remedies provided by law. 

    


    (f) Severability.
      If any
      provision in the Loan Documents is prohibited or unenforceable in any
      jurisdiction, such provision shall not affect the remaining provisions of the
      Loan Documents or affect the validity or enforceability of such provision in
      any
      other jurisdiction. 

    


    (g) Term
      of Agreement.
      This
      Agreement shall remain in effect as long as there remains outstanding any amount
      under any of the Notes. 

    


    (h) Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      Commonwealth of Massachusetts and shall take effect as a sealed instrument.
      

    


    (i) Jurisdiction.
      The
      Borrower and the Guarantors irrevocably submit to the jurisdiction of any
      Massachusetts court or any federal court sitting within the Commonwealth of
      Massachusetts over any suit, action or proceeding arising out of or relating
      to
      this Agreement. The Borrower and the Guarantors irrevocably waive, to the
      fullest extent permitted by law, any objection which they may now or hereafter
      have to the laying of venue of any such suit, action or proceeding brought
      in
      such a court and any claim that any such suit, action or proceeding has been
      brought in an inconvenient forum.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    (j) Waiver
      Of Jury Trial.
      The
      Lender, the Borrower, and the guarantors agree that none of them nor any
      assignee or successor shall (a) seek a jury trial in any lawsuit, proceeding,
      counterclaim or any other action based upon, or arising out of, this agreement,
      any related instruments, any collateral or the dealings or the relationship
      between them, or (b) seek to consolidate any such action with any other action
      in which a jury trial cannot be or has not been waived. The provisions of this
      paragraph have been fully discussed by the Lender the borrower, and the
      guarantors, and these provisions shall be subject to no exceptions. None of
      the
      Lender, the borrower, or the guarantors have agreed with or represented to
      any
      other that the provisions of this paragraph will not be fully enforced in all
      instances.

    


    (k) Notices.
      Any
      notice, request, demand or other communication required or permitted under
      this
      Agreement shall be given in writing by delivering the same in person to the
      intended addressee, by overnight courier service with guaranteed next day
      delivery or by certified United States Mail, postage prepaid or telegram sent
      to
      the intended addressee at the applicable address set forth on Page 1 hereof
      or
      to such different address as either Borrower or Lender shall have designated
      by
      written notice to the other sent in accordance herewith. Such notices shall
      be
      deemed given when received or, if earlier, in the case of delivery by courier
      service with guaranteed next day delivery, the next day or the day designated
      for delivery, or in the case of delivery by certified United States Mail, two
      days after deposit therein.

    


    [Signatures
      appear on the following page 33.]

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    


    EXECUTED
      under seal as of the date first above written.

    


    
      	 	
              LENDER:

            
	 	 
	 	
              RBS
                CITIZENS, NATIONAL ASSOCIATION

            
	 	 
	 	 
	
               

            	 	
              By:/s/David
                Bugbee

            
	
              Witness

            	 	
              Name:
                David Bugbee

            
	 	 	
              Title:
                Senior Vice President

            
	 	 	 
	 	 	
              BORROWER:

            
	 	 	 
	 	
              NATIONAL
                INVESTMENT MANAGERS INC.

            
	 	 	 
	 	 	 
	
               

            	 	
              By:/s/Steven
                Ross

            
	
              Witness

            	 	
              Name:
                Steven Ross

            
	 	 	
              Title:
                CEO

            


    

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    FORM
      OF

    COMPLIANCE
      CERTIFICATE

     

    National
      Investment Managers, Inc

     

    Compliance
      Certificate dated __________

     

    I,
      _________________, solely in my capacity as _________________ of National
      Investment Managers, Inc
      (“Borrower”),
      certify that as of ________________, the Borrower is in compliance with Section
      5 of the Revolving Line of Credit and Term Loan Agreement dated as of November
      30, 2007 (as amended and in effect from time to time, the “Loan
      Agreement”),
      between the Borrower and RBS Citizens, National Association. 

     

    Computations
      to evidence the Borrowers’ compliance with section 5 of the Loan Agreement are
      detailed in the attachment.

     

    


    
      	 	
              National
                Investment Managers, Inc.

            
	 	 
	 	 
	 	
              By:

            	 	 
	 	
              Name:

            	 	 
	 	
              Title:

            	 	 


    

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    FORM
      OF COVENANT COMPLIANCE CERTIFICATE ATTACHMENT

    


    National
      Investment Managers, Inc

    Covenant
      Compliance Calculations for period ending ___________

    


     

    


    
      	 	 	
              Amount
                
($'000)

            	 
	(I)
              Minimum EBITDA	 	 	 	 
	 	 	 	 	 
	
              Net
                Income

            	 	
              $

            	
              -

            	 
	
              +
                Consoliated Interest Charges for such period

            	 	 	
              
              

            	 
	
              +
                Provision for Taxes

            	 	 	
              
              

            	 
	
              +
                Depreciation & Amortization

            	 	 	
              
              

            	 
	
              +
                Non-cash stock based compensation

            	 	 	
              
              

            	 
	
              +
                Non-cash extraordinary & unusual or non-recurring writedowns or
                writeoffs

            	 	 	
              
              

            	 
	
              -
                extraordinary, unusual, non-recurring or non-operating
                gains

            	 	 	
                
                

            	 
	
               

            	 	 	
              
              

            	 
	
              EBITDA

            	 	
              $

            	
              -

            	 
	
              Covenant

            	 	
              $

            	
            	 


    

    


    (II)
      Maximum Ratio of Total Funded Debt to Adjusted EBITDA

    


    
      	
              Bank
                Loans

            	 	
              $

            	
              -

            	 
	
              Junior
                Loan

            	 	 	
              
              

            	 
	
              Seller
                Financing

            	 	 	
              
              

            	 
	
              Other
                Indebtedness

            	 	 	
              
              

            	 
	
              Total
                Funded Debt (A)

            	 	
              $

            	
              -

            	 
	
               

            	 	 	
              
              

            	 
	
              EBITDA
                

            	 	 	
              
              

            	 
	
              +
                Acquired EBITDA

            	 	 	
              
              

            	 
	
              +
                Addback of one-time expenses (allowed per Section 1 of loan
                agreement)

            	 	 	
              
              

            	 
	
              Adjusted
                EBITDA (B)

            	 	
              $

            	
              -

            	 
	
               

            	 	 	
              
              

            	 
	
              A
                divided by B

            	 	 	
              #DIV/0!

            	 
	
              Covenant

            	 	 	
              
              

            	 


    

    


    (III)
      Minimum Fixed Charge Coverage Ratio

    


    
      	
              Adjusted
                EBITDA

            	 	 	
              
              

            	 
	
              -
                Cash Taxes

            	 	 	
              
              

            	 
	
              -
                Capital Expenditures

            	 	 	
              
              

            	 
	
              Operating
                Cash Flow (A)

            	 	
              $

            	
              -

            	 
	
               

            	 	 	
              
              

            	 
	
              Current
                Portion of Long Term Indebtedness 

            	 	 	
              
              

            	 
	
              +
                Interest Payments on Indebtedness #

            	 	 	
              
              

            	 
	
              Debt
                Service (B)

            	 	
              $

            	
              -

            	 
	
               

            	 	 	
              
              

            	 
	
              A
                divided by B

            	 	 	
              #DIV/0!

            	 
	
              Covenant

            	 	 	
              1.25:1
                

            	 


    

    #
      Interest
      payments will be annualized for the first 3 quarters that the ratio is
      tested

    


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    (IV)
      Minimum Interest Coverage Ratio

    


    
      	
              Adjusted
                EBITDA less Acquired EBITDA (A)

            	 	
              $

            	
              -

            	 
	
              Interest
                Payments on Indebtedness #

            	 	
              $

            	
              -

            	 
	
              A
                divided by B

            	 	 	
              #DIV/0!

            	 
	
              Covenant

            	 	 	
              
              

            	 


    

    #
      Interest
      payments will be annualized for the first 3 quarters that the ratio is
      tested

    


    (V)
      Maximum Ratio of Total Funded Debt to Net Worth

    


    
      	
              Total
                Funded Debt - as defined above (A)

            	 	
              $

            	
              -

            	 
	
               

            	 	 	
              
              

            	 
	
              Total
                Assets

            	 	 	
              
              

            	 
	
              -
                Total Liabilities

            	 	 	
              
              

            	 
	
              +
                Accumulated amortization of Intangible Assets subsequent the loan
                agreement date

            	 	 	
              
              

            	 
	
              Net
                Worth (B)

            	 	
              $

            	
              -

            	 
	
               

            	 	 	
              
              

            	 
	
              A
                divided by B

            	 	 	
              #DIV/0!

            	 
	
              Covenant

            	 	 	
              2.5:1

            	 


    

    


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    FORM
      OF GUARANTY OF ACQUIRED ENTITY

    


    GUARANTY

    


    
      	
              1.

            	
              Identification.
                This Guaranty (the “Guaranty”)
                is made as of the ___ day of ________, 200_ by __________________,
                a
                ________ corporation with its principal place of business at
                ______________________________________________ (the “Guarantor”)
                in favor of RBS Citizens, National Association, having
                a lending office at 28 State Street, Boston, MA 02109 (the “Lender”).

            


    

    


    
      	2.	
              Background
                and Reasons for Guaranty.

            


    

    


    
      	 	
              2.1

            	
              Loan.
                On
                the date hereof, National Investment Managers Inc., a Florida corporation,
                having an address of 545 Metro Place South, Suite 100, Dublin, OH
                43017
                (the “Borrower”)
                executed and delivered (a) a certain Term Promissory Note dated as
                of
                November 30, 2007 from the Borrower to the Lender in the maximum
                principal
                amount of up to $13,000,000.00 and (b) a certain Revolving Line of
                Credit
                Note dated as of November 30, 2007 from the Borrower to the Lender
                in the
                maximum principal amount of $2,000,000.00 (together, the “Notes”).
                The obligations of the Borrower are further evidenced by a certain
                Revolving Line of Credit and Term Loan Agreement dated as of November
                30,
                2007 by and between the Borrower and Lender (the “Loan
                Agreement”).
                The Notes are secured by, among other things, a certain Security
                Agreement
                dated as of November 30, 2007 from the Borrower to Lender (the
                “Security
                Agreement”).
                In addition, the obligations of Guarantor under this Guaranty shall
                be
                secured by a certain Security Agreement of even date herewith from
                Guarantor to Lender (the “Guarantor
                Security Agreement”)
                granting to Lender a first priority security interest in all assets
                of
                Guarantor. The Notes, the Loan Agreement, the Security Agreement,
                this
                Guaranty, the Guarantor Security Agreement, the Guaranties of the
                other
                Guarantors and all other documents executed in connection with or
                related
                to such documents are sometimes collectively referred to herein as
                the
                “Loan
                Documents”.
                The obligations evidenced by the Loan Documents are sometimes collectively
                referred to herein as the “Loans”.
                All capitalized terms used herein and not otherwise defined herein
                shall
                have the meanings as set forth in the Loan
                Agreement.

            


    

    


    
      	 	
              2.2

            	
              Requirement
                of Guaranty.
                As a condition precedent to the making of the Loan to Borrower, Lender
                has
                required that Guarantor execute and deliver this Guaranty to
                Lender.

            


    

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    
      	 	
              2.3

            	
              Consideration
                to Guarantor.
                Guarantor desires to execute and deliver the Guaranty to Lender because
                the Borrower has a substantial interest in Guarantor and Guarantor
                will
                receive a direct financial benefit from the credit extended to
                Borrower.

            


    

    


    
      	
              3.

            	
              Guaranty.
                Guarantor, in consideration of Lender entering into the Loan Documents
                and
                other good and valuable consideration, the receipt and sufficiency
                of
                which are hereby acknowledged, and for the purpose of inducing Lender
                to
                enter into the Loan Documents, hereby irrevocably and unconditionally
                guarantees to Lender (a) the full, punctual and prompt payment of
                all sums
                payable under the terms of the Notes and the other Loan Documents,
                whether
                at maturity or by acceleration or otherwise, in immediately available
                coin
                and currency of the United States which is legal tender for the payment
                of
                all public and private debts; (b) the performance of all of Borrower’s
                other obligations under the Notes and the other Loan Documents; and
                (c)
                all other obligations of every kind and description now existing
                or
                hereafter arising, direct or indirect, absolute or contingent, secured
                or
                unsecured, matured or unmatured, primary
                or secondary, of Borrower to Lender including, without limitation,
                any
                Hedging Obligations (as defined in Rider
                A
                to
                the Notes). The obligations referenced in subsections (a), (b) and
                (c)
                above are collectively referred to herein as the “Guaranteed
                Obligations”.

            


    

    


    
      	
              4.

            	
              Warranties
                and Representations.
                Guarantor hereby warrants and represents to Lender
                that:

            


    

    


    
      	 	
              4.1

            	
              The
                Board of Directors of the Guarantor have determined the execution,
                delivery and performance of this Guaranty to be necessary or convenient
                to
                the conduct, promotion or attainment of the business of the Borrower
                and
                the Guarantor, and to be in the best interests of the Guarantor and
                in
                pursuance of its corporate purposes as an integral part of the business
                now conducted and proposed to be conducted by the Guarantor. The
                Guarantor
                expects to receive substantial direct and indirect benefits from
                the
                making of the Loan to the Borrower. By virtue of the foregoing, after
                considering the Guarantor’s probable liability hereunder, the Guarantor is
                receiving at least reasonably equivalent value from Lender for its
                guaranty and will not be rendered insolvent thereby; and after giving
                effect to the transactions contemplated hereby, the Guarantor does
                not,
                and will not, have an unreasonably small capital for the conduct
                of its
                business and has, and will have, the ability to pay its debts from
                time to
                time incurred in connection therewith as such debts
                mature.

            


    

    


    
      	 	
              4.2

            	
              The
                execution, delivery, and performance by the Guarantor of this Guaranty
                do
                not and will not:

            


    

    


    
      	 	 	
              (i)

            	
              violate
                any provision of, or require any filings, registration, consent or
                approval under, any law, rule, regulation (including, without limitation,
                Regulation U), order, writ, judgment, injunction, decree, determination
                or
                award presently in effect having applicability to the Guarantor or
                the
                Borrower;

            


    

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              result
                in a breach of or constitute a default or require any consent under
                any
                indenture or loan or credit agreement or any other agreement, lease
                or
                instrument to which the Guarantor is a party or by which Guarantor
                or any
                of its properties may be bound or
                affected;

            


    

    


    
      	 	 	
              (iii)

            	
              result
                in, or require, the creation or imposition of any lien, security
                interest
                or other encumbrance (other than as created hereunder), upon or with
                respect to any of the properties now owned or hereafter acquired
                by the
                Guarantor; or

            


    

    


    
      	 	 	
              (iv)

            	
              cause
                the Guarantor to be in default under any such law, rule, regulation,
                order, writ, judgment, injunction, decree, determination or award
                or any
                such indenture, agreement, lease or
                instrument.

            


    

    


    
      	 	
              4.3

            	
              The
                Guarantor is a corporation duly organized, validly existing and in
                good
                standing under the laws of the ____________ of _____________ and
                has the
                legal power and authority to execute, deliver and fulfill its obligations
                set forth in this Guaranty. The Guarantor has all requisite corporate
                power to own and operate its properties and to carry on its business
                as
                now conducted and as proposed to be conducted and is duly qualified
                to do
                business and in good standing in such other jurisdictions where the
                failure to so qualify would have a material adverse effect on the
                Guarantor’s business, prospects, operations or financial
                condition.

            


    

    


    
      	 	
              4.4

            	
              This
                Guaranty has been duly authorized by all necessary corporate action
                and is
                a legal, valid and binding obligation of the Guarantor, enforceable
                against the Guarantor in accordance with its
                terms.

            


    

    


    
      	 	
              4.5

            	
              Any
                and all financial statements and other financial data which have
                previously been furnished to Lender with respect to Guarantor are
                true and
                correct in all material respects, fairly, completely and accurately
                representing the financial condition of Guarantor as of the date
                thereof
                and, since the date thereof, there have been no additional borrowings
                of
                Guarantor, nor has there been any material adverse change in the
                financial
                condition of Guarantor; there are no legal proceedings, material
                claims or
                demands pending against, or to the best of Guarantor’s knowledge,
                threatened against Guarantor or any of Guarantor’s assets; there are no
                federal or state liens filed or threatened against Guarantor or any
                of
                Guarantor’s assets; and Guarantor is not in default or claimed default
                under any agreement for borrowed
                money.

            


    

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    
      	 	
              4.6

            	
              Guarantor
                has reviewed and approved the Loan Documents to be signed by Borrower
                in
                connection with the Loan, and each and every warranty and representation
                made by Borrower in the Loan Documents is, to the best of Guarantor’s
                knowledge, true and correct.

            


    

    


    
      	 	
              4.7

            	
              Guarantor
                shall, within five (5) business days after receipt thereof, deliver
                to
                Lender copies of any notices of default served on such Guarantor
                pursuant
                to the terms of any other material agreement to which such Guarantor
                is a
                party.

            


    

    


    
      	
              5.

            	
              Primary
                Nature of Guaranty.
                In giving this Guaranty, Guarantor hereby acknowledges that this
                Guaranty
                is a guarantee of (i) performance by Borrower under the Loan Documents;
                and (ii) payment and not of collection, and that the liability of
                Guarantor hereunder is present, absolute, unconditional, continuing,
                primary, direct and independent of the obligations of Borrower. Lender
                shall not be required to pursue any other remedies before invoking
                the
                benefits of this Guaranty, including, without limitation, its remedies
                under the Loan Documents. With regard to any rights which may accrue
                to
                Lender under or in connection with the Loan Documents, Lender may,
                at its
                option, look to Guarantor for the performance of the Guaranteed
                Obligations to the extent provided herein, without having first commenced
                any action or proceeding against Borrower or any other guarantor
                or any
                other parties or other security, and without having obtained any
                judgment
                against Borrower or against any other guarantor. Enforcement of Lender’s
                rights against the security given by Borrower for the Loan shall
                not
                impair the right of Lender to enforce this Guaranty, Guarantor expressly
                agreeing that any such action by Lender shall never operate as a
                release
                of Guarantor’s liability hereunder. Guarantor shall be conclusively bound,
                in any jurisdiction, by the judgment rendered in any action by Lender
                against Borrower or against any other guarantor, wherever instituted,
                as
                if Guarantor was a party to such action, even if not actually joined
                as a
                party.

            


    

    


    
      	
              6.

            	
              Continuing
                Nature of Guaranty.
                The liability of Guarantor shall remain and continue in full force
                and
                effect notwithstanding:

            


    

    


    
      	 	
              6.1

            	
              The
                non-liability of Borrower for any reason whatsoever for the payment
                and
                performance of the Guaranteed Obligations or any part
                thereof;

            


    

    


    
      	 	
              6.2

            	
              The
                voluntary or involuntary liquidation, dissolution, sale of all or
                substantially all of the property described in the Loan Documents,
                marshaling of assets and liabilities, receivership, insolvency,
                bankruptcy, assignment for the benefit of creditors, reorganization,
                arrangement, composition or readjustment or any similar proceeding,
                affecting Borrower or any of their
                assets;

            


    

    


    
      	
            	6.3	
              The
                assignment or transfer of the Notes or other Loan
                Documents;

            


    

    


    
      	 	
              6.4

            	
              The
                release of Borrower from the observance of any of the agreements,
                covenants, terms or conditions contained in the Loan Documents by
                operation of law;

            


    

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    
      	 	
              6.5

            	
              Any
                defenses or rights of set-off or counter-claims which Borrower may
                have or
                assert; or

            


    

    


    
      	 	
              6.6

            	
              Any
                failure by Lender to inform Guarantor of any facts Lender may now
                or
                hereafter know about Borrower, the Loan or the transactions contemplated
                in connection therewith, it being understood and agreed that Lender
                has no
                duty so to inform; it being the intention hereof that Guarantor shall
                remain liable hereunder until the Guaranteed Obligations of Borrower
                shall
                have been fully paid, performed and observed by Borrower, notwithstanding
                any act, omission or thing that might otherwise operate as a legal
                or
                equitable discharge of Guarantor.

            


    

    


    
      	
              7.

            	
              Certain
                Rights of Lender.
                Lender may at any time and from time to time, with or without
                consideration, without prejudice to any claim against Guarantor hereunder,
                without in any way changing, releasing or discharging Guarantor from
                its
                liabilities and obligations hereunder and without notice to or the
                consent
                of Guarantor:

            


    

    


    
      	 	
              7.1

            	
              Exchange,
                release or surrender all or any part of the security for the Loan
                which
                Lender may at any time hold;

            


    

    


    
      	 	
              7.2

            	
              Sell
                all or any part of the security for the Loan and become the purchaser
                thereof at any such sale;

            


    

    


    
      	 	
              7.3

            	
              Settle
                or compromise with Borrower, or any other person primarily or secondarily
                liable with Borrower, the Guaranteed Obligations or any renewal or
                extension thereof;

            


    

    


    
      	 	
              7.4

            	
              Renew,
                rearrange or extend the time, manner, place or terms of payment and
                performance of the Guaranteed Obligations or any renewal or extension
                thereof;

            


    

    


    
      	 	
              7.5

            	
              Forbear,
                extend the time for, or grant indulgences with respect to the enforcement
                of any of the Guaranteed Obligations or the exercise by Lender of
                any
                right or remedy contained in the Loan Documents or available under
                applicable law, whether such enforcement be fully prosecuted or
                otherwise;

            


    

    


    
      	 	
              7.6

            	
              Supplement,
                change, amend, substitute, modify, alter or cancel the Guaranteed
                Obligations or any other Loan Documents;
                and

            


    

    


    
      	 	
              7.7

            	
              Take
                other guarantees, collateral or security with respect to the Guaranteed
                Obligations.

            


    

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    
      	8.	
              Certain
                Waivers by Guarantor.
                Guarantor hereby waives:

            


    

    


    
      	 	
              8.1

            	
              Any
                right to require Lender to (i) proceed against Borrower; (ii) proceed
                against, exhaust or participate in any security held by Lender for
                the
                payment and performance of the Guaranteed Obligations, or (iii) pursue
                any
                other remedy that Lender has or to which it may be
                entitled;

            


    

    


    
      	 	
              8.2

            	
              Notice
                of the acceptance of this Guaranty, presentment, demand, protest
                and
                notice of protest, nonpayment, default or dishonor of the Guaranteed
                Obligations or any renewal or extension thereof and any and all other
                rights and remedies now or hereafter accorded to guarantors by applicable
                law;

            


    

    


    
      	 	
              8.3

            	
              Diligence
                on the part of Lender in the collection of the monetary sums included
                in
                the Guaranteed Obligations, notice of intention to accelerate the
                maturity
                of any of the Guaranteed Obligations, notice of the failure of Borrower
                to
                pay or perform all or any of the Guaranteed Obligations in a timely
                manner
                and diligence on the part of Lender in preserving the liability of
                any
                person on any of the Guaranteed Obligations;
                and

            


    

    


    
      	 	
              8.4

            	
              Any
                right that Guarantor has or to which Guarantor may be entitled to
                cause a
                marshaling of Borrower’s assets.

            


    

    


    
      	
              9.

            	
              No
                Waiver by Lender.
                No failure, omission or delay on the part of Lender in exercising
                any
                rights hereunder or in taking any action to collect or enforce payment
                or
                performance of the Guaranteed Obligations or in enforcing observance
                or
                performance of any agreement, covenant, term or condition to be performed
                or observed under the Loan Documents, either against Borrower or
                any other
                person liable therefor, shall operate as a waiver of any such right
                or in
                any manner prejudice the rights of Lender against
                Guarantor.

            


    

    


    
      	
              10.

            	
              Subordination
                of Subrogation.
                Guarantor hereby unconditionally and irrevocably agrees that it will
                not
                at any time exert or exercise against Borrower, and does hereby
                subordinate any right of or claim to subrogation, reimbursement,
                indemnity, contribution or payment (including any right to proceed
                upon
                any collateral pledged by Borrower to Guarantor) for or with respect
                to
                any amounts which Guarantor may pay or be obligated to pay to Lender,
                including, without limitation, any right to enforce any remedy which
                Guarantor now or hereafter shall have against Borrower by reason
                of
                obligations which Guarantor may perform, satisfy or discharge under
                or
                with respect to this Guaranty. The payment of any amounts due with
                respect
                to any indebtedness of the Borrower now or hereafter held by the
                Guarantor
                is hereby subordinated to the prior payment in full of the Guaranteed
                Obligations, provided that so long as no default in the payment or
                performance of the Guaranteed Obligations has occurred and is continuing,
                or no demand for payment of any of the Guaranteed Obligations has
                been
                made that remains unsatisfied, the Borrower may make, and the Guarantor
                may demand and accept, payments of principal and interest on such
                subordinated indebtedness. The Guarantor agrees that after the occurrence
                of any default in the payment or performance of the Guaranteed
                Obligations, the Guarantor will not demand, sue for or otherwise
                attempt
                to collect any such indebtedness of the Borrower to the Guarantor
                until
                the Guaranteed Obligations shall have been paid in full. If,
                notwithstanding the foregoing sentence, the Guarantor shall collect,
                enforce or receive any amounts in respect of such indebtedness, such
                amounts shall be collected, enforced and received by the Guarantor
                as
                trustee for the Lender and be paid over to the Lender on account
                of the
                Guaranteed Obligations without affecting in any manner the liability
                of
                the Guarantor under the other provisions of this
                Guaranty.

            


    

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    
      	
              11.

            	
              Financial
                Information and Condition.
                Guarantor shall furnish to Lender all such financial information
                as set
                forth in the Loan Agreement. At any time during the term of the Loan,
                Guarantor shall provide Lender with any additional financial information
                reasonably requested by Lender. Guarantor shall immediately notify
                Lender
                of any material adverse change in the financial condition of the
                Guarantor.

            


    

    


    
      	
              12.

            	
              Right
                of Set-Off.
                Upon the occurrence of a default under the Loan Documents, Lender
                is
                hereby authorized, at any time and from time to time, without notice
                to
                Guarantor or to any other person, any such notice being hereby expressly
                waived, to set-off, appropriate and apply any and all deposits (general
                or
                special), and any other indebtedness at any time held or owing by
                Lender
                to or for the credit or the account of Guarantor (collectively, the
                “Deposits”),
                against and on account of any obligations and liabilities of Guarantor
                hereunder, although said obligations and liabilities, or any of them,
                shall be contingent or unmatured. The Guarantor hereby grants to
                Lender a
                security interest in such Deposits.

            


    

    


    
      	
              13.

            	
              Mandatory
                Refunds.
                If, for any reason, any payment to Lender on account of the Guaranteed
                Obligations is required to be refunded to Borrower, or paid over
                to any
                other party, including, without limitation, by reason of the operation
                of
                bankruptcy laws now or hereafter enacted, Guarantor agrees to pay
                the
                amounts so required to be refunded or paid over upon demand, it being
                acknowledged and agreed that the Guaranteed Obligations shall not
                be
                treated as having been discharged by reason of any payment to Lender
                giving rise to an obligation on the part of Lender to repay the same,
                and
                this Guaranty shall be treated as remaining in full force and effect
                with
                respect to any such repayment so made by Lender, as well as for any
                amounts not previously paid to Lender on account of the Guaranteed
                Obligations.

            


    

    


    
      	
              14.

            	
              Multiple
                Guarantors.
                If there is more than one guarantor of the Guaranteed Obligations:
                (a) the
                obligations, covenants, warranties and representations of each guarantor
                shall be joint and several; (b) the granting of a written release
                of
                liability hereunder of less than all of the guarantors shall be effective
                with respect to the liability hereunder of only those specifically
                so
                released, but shall in no way affect the liability hereunder of any
                guarantor not so released; and (c) each guarantor waives any right
                to
                require Lender to proceed against any other guarantor. Any prior
                or
                subsequent guaranty to Lender shall not be deemed to be in lieu of
                or to
                supersede or terminate this Guaranty, but shall be construed as an
                additional or supplementary guaranty unless otherwise expressly provided
                herein.

            


    

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    
      	
              15.

            	
              Default.
                Failure of Guarantor to keep, observe or perform any term, covenant
                or
                agreement made under this Guaranty by Guarantor or under any other
                obligations of Guarantor to Lender after the expiration of any applicable
                cure period shall constitute an Event of Default under this Guaranty
                and
                under the Loan Documents, whether or not provision therefor is made
                in
                such documents. In addition to the Events of Default described in
                this
                Section 15, the following events, after the expiration of any applicable
                grace periods, shall also constitute “Events of Default” under this
                Guaranty:

            


    

    


    
      	 	
              15.1

            	
              If
                any representation or warranty by the undersigned or in any writing
                furnished by the undersigned in connection with or pursuant to this
                Guaranty shall be false in any material respect with respect to the
                undersigned on the date as of which made;
                or

            


    

    


    
      	 	
              15.2

            	
              If
                the Guarantor makes an assignment for the benefit of creditors;
                or

            


    

    


    
      	 	
              15.3

            	
              If
                the Guarantor petitions or applies to any tribunal for the appointment
                of
                a trustee or receiver of the business, estate or assets or of any
                substantial portion of the business, estate or assets of the undersigned,
                or commences any proceedings relating to the Guarantor under any
                bankruptcy, reorganization, arrangement, insolvency, readjustment
                of debt,
                dissolution or liquidation law of any jurisdiction, whether now or
                hereafter in effect; or

            


    

    


    
      	 	
              15.4

            	
              If
                any such petition or application is filed or any such proceedings
                are
                commenced against the Guarantor and the Guarantor by any act indicates
                its
                approval thereof, consent thereto, or acquiescence therein, or any
                order
                is entered appointing any such trustee or receiver, or declaring
                the
                Guarantor bankrupt or insolvent, or approving the petition in any
                such
                proceedings; or

            


    

    


    
      	 	
              15.5

            	
              If
                the Guarantor shall dissolve, terminate or otherwise fail to maintain
                its
                legal existence, as the case may
                be.

            


    

    


    If
      an
      Event of Default shall occur, then or at any time thereafter, while such Event
      of Default shall continue, the Lender may declare all Guaranteed Obligations,
      together with all obligations of the undersigned hereunder, to be immediately
      due and payable.

    


    
      	16.	
              General.

            


    

    


    
      	 	
              16.1

            	
              Costs
                and Expenses.
                Guarantor shall pay all reasonable attorneys’ fees and disbursements,
                costs and expenses incurred by Lender in the enforcement of this
                Guaranty.
                “Attorneys’ fees” and “counsel fees” and the like as used herein shall
                include reasonable fees for the attorneys’ services whether outside or
                within judicial proceedings, including also appellate and bankruptcy
                court
                proceedings.

            


    

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    
      	 	
              16.2

            	
              Governing
                Law.
                This Guaranty shall be enforced and construed in accordance with
                the laws
                of the Commonwealth of Massachusetts, and Guarantor waives the right
                to be
                sued elsewhere. In the event suit is brought by Lender, Guarantor
                agrees
                that service of process may be made, and personal jurisdiction obtained,
                by service of a copy of the summons, complaint and other pleadings
                required to commence such litigation upon Guarantor at the address
                designated in Paragraph 1 above.

            


    

    


    
      	 	
              16.3

            	
              Jury
                Trial Waiver.
                GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A JURY IN ANY PROCEEDINGS
                HEREAFTER INSTITUTED BY OR AGAINST GUARANTOR IN RESPECT OF THIS GUARANTY
                OR ARISING OUT OF ANY DOCUMENT, INSTRUMENT OR AGREEMENT EVIDENCING,
                GOVERNING OR SECURING THE NOTES OR GUARANTY, INCLUDING ALL LOAN
                DOCUMENTS.

            


    

    


    
      	 	
              16.4

            	
              Successors
                and Assigns.
                This Guaranty shall be binding upon Guarantor and the successors,
                assigns
                and legal representatives of Guarantor, and shall inure to the benefit
                of
                Lender and the successors, assigns and legal representatives of Lender.
                Guarantor may not assign its rights or delegate its duties under
                this
                Guaranty. The transfer or assignment by Lender of the Notes shall
                operate
                as a transfer or assignment to the transferee or assignee of this
                Guaranty
                and all rights and privileges
                hereunder.

            


    

    


    
      	 	
              16.5

            	
              Cumulative
                Remedies.
                All of Lender’s rights, remedies and recourse under the Loan Documents or
                this Guaranty are separate and cumulative and may be pursued separately,
                successively or concurrently, are non-exclusive and the exercise
                of any
                one or more of them shall in no way limit or prejudice any other
                legal or
                equitable right, remedy or recourse to which Lender may be
                entitled.

            


    

    


    
      	 	
              16.6

            	
              Gender
                and Number.
                Whenever the context so requires the masculine gender shall include
                the
                feminine and/or neuter and the singular number shall include the
                plural
                and conversely in each case.

            


    

    


    
      	 	
              16.7

            	
              Modifications.
                No provision hereof shall be modified or limited except by a written
                agreement expressly referring to this Guaranty and to the provision
                so
                modified or limited and signed by Guarantor and
                Lender.

            


    

    


    
      	 	
              16.8

            	
              Severability.
                In case any one or more of the provisions contained in this Guaranty
                shall
                for any reason be held to be invalid, illegal or unenforceable in
                any
                respect, such invalidity, illegality or unenforceability shall not
                affect
                any other provision hereof, and this Guaranty shall be construed
                as if
                such invalid, illegal or unenforceable provision had never been contained
                herein.

            


    

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    
      	 	
              16.9

            	
              Notices.
                Any notice, request, demand or other communication required or permitted
                hereunder shall be given in writing by delivering the same in person
                to
                the intended addressee, by overnight courier service with guaranteed
                next
                day delivery or by certified United States Mail, postage prepaid
                or
                telegram sent to the intended addressee at the applicable address
                set
                forth on Page 1 hereof or to such different address as either Guarantor
                or
                Lender shall have designated by written notice to the other sent
                in
                accordance herewith.
                Copies of all notices to Lender shall also be sent to Brian F. Plunkett,
                Esquire, Bartlett Hackett Feinberg P.C., 155 Federal Street, 9th
                Floor, Boston, MA 02110.
                Such notices shall be deemed given when received or, if earlier,
                in the
                case of delivery by courier service with guaranteed next day delivery,
                the
                next day or the day designated for delivery, or in the case of delivery
                by
                certified United States Mail, two days after deposit
                therein.

            


    

    


    
      	 	
              16.10

            	
              Headings.
                The headings of sections herein are inserted only for convenience
                and
                shall in no way define, describe or limit the scope or intent of
                any
                provisions of this Guaranty.

            


    

     

    [Signature
      on following page]

    


    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, Guarantor has executed this Guaranty under seal as of the
      date
      first above written.

    


    


    
      	 	
              GUARANTOR:

            
	 	 
	 	
               

            	 
	 	 
	 	 
	
               

            	 	
              By:

            	
               

            	 
	
              Witness

            	
              Name:

            
	 	
              Title:

            


    

    


    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    


    FORM
      OF
      SECURITY AGREEMENT TO BE PROVIDED BY ACQUIRED ENTITY

    


    SECURITY
      AGREEMENT

    


    This
      Security Agreement (the “Agreement”),
      dated
      this ___ day of ________, 200_ is by and between __________________, a ________
      corporation with its principal place of business at
      ______________________________________________ (the “Guarantor”),
      and
      RBS Citizens, National Association, a
      national bank having a lending office at 28 State Street, Boston, MA 02109
      (the
“Secured
      Party”).

    


    WITNESSETH
      THAT:

    


    WHEREAS,
      the Guarantor has duly authorized, executed and delivered to the Secured Party
      a
      certain Guaranty of even date herewith (the “Guaranty”),
      guaranteeing the payment and performance of all obligations of National
      Investment Managers Inc., a Florida corporation having an address of 545 Metro
      Place South, Suite 100, Dublin, OH 43017 (the “Borrower”)
      to the
      Secured Party, including without limitation the obligations of Borrower under
      (a) a certain Term Promissory Note dated as of November 30, 2007 from the
      Borrower to the Secured Party in the maximum principal amount of up to
      $13,000,000.00 and (b) a certain Revolving Line of Credit Note dated as of
      November 30, 2007 from the Borrower to the Secured Party in the maximum
      principal amount of $2,000,000.00 (together, the “Notes”)
      and
      any amendments, extensions or renewals of such Notes;

    


    WHEREAS,
      the obligation of the Secured Party to make the loans evidenced by the Notes
      (the “Loans”) is subject to the condition, among others, that the Guarantor
      grant to and create in favor of the Secured Party a security interest in and
      lien upon all business assets and rights of the Guarantor as hereinafter
      provided; and

    


    WHEREAS,
      in order to induce the Secured Party to make the Loans, the Guarantor has agreed
      to join with the Secured Party in this Agreement.

    


    NOW,
      THEREFORE, in consideration of and as an inducement to the Secured Party to
      make
      the Loans, the parties hereto, intending to be legally bound, covenant and
      agree
      as follows:

    


    
      	Section
              1.	
              Definitions.

            


    

    


    
      	 	
              (a)

            	
              Certain
                Definitions.
                In addition to the words and terms defined elsewhere in this Agreement,
                the following words and terms shall have the following meanings,
                respectively, unless the context hereof otherwise clearly
                requires:

            


    

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

     

    
      	
            	(i)	
              “Collateral”
                shall mean all personal property of Guarantor including, without
                limitation, all of the following items, whether now owned or now
                due, or
                in which the Guarantor has an interest or hereafter, at anytime in
                the
                future, acquired, arising or to become due, or in which the Guarantor
                obtains an interest, and all products, proceeds, replacements,
                substitutions and accessions of or to any of the following, which
                to the
                extent not defined below, shall have the meanings given to them under
                the
                Uniform Commercial Code as enacted in the Commonwealth of Massachusetts
                or
                as enacted in the state in which such Collateral is
                located:

            


    

    


    
      	
            	A.	
              all
                accounts and accounts receivable;

            


    

    


    
      	 	
              B.

            	
              all
                inventory (including raw materials, work-in-process, finished goods
                and
                supplies);

            


    

    


    
      	
            	C.	
              all
                contract rights;

            


    

    


    
      	 	
              D.

            	
              all
                general intangibles (including, without limitation, payment intangibles,
                software, trademarks, patents, copyrights or other intellectual property
                rights of Guarantor);

            


    

    


    
      	
            	E.	
              all
                equipment (including all machinery, furniture and
                fixtures);

            


    

    


    
      	
            	F.	
              all
                farm products;

            


    

    


    
      	
            	G.	
              all
                goods;

            


    

    


    
      	
            	H.	
              all
                chattel paper (whether tangible or
                electronic);

            


    

    


    
      	
            	I.	
              all
                fixtures;

            


    

    


    
      	 	
              J.

            	
              all
                investment property (including, without limitation, all financial
                assets,
                certificated and uncertificated securities, securities accounts and
                security entitlements);

            


    

    


    
      	
            	K.	
              all
                letter-of-credit rights;

            


    

    


    
      	 	
              L.

            	
              all
                rights under judgments, all commercial tort claims and choses in
                action;

            


    

    


    
      	 	
              M.

            	
              all
                books, records and information relating to the Collateral and/or
                to the
                operation of the Guarantor’s business and all rights of access to such
                books, records and information and all property in which such books,
                records and information are stored, recorded and
                maintained;

            


    

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

     

    
      	 	
              N.

            	
              all
                instruments, promissory notes, documents of title, documents, policies
                and
                certificates of insurance, securities, deposits, deposit accounts,
                money,
                cash or other property;

            


    

    


    
      	 	
              O.

            	
              all
                federal, state and local tax refunds and/or abatements to which the
                Guarantor is or becomes entitled no matter how or when arising, including,
                but not limited to, any loss carryback tax
                refunds;

            


    

    


    
      	 	
              P.

            	
              all
                insurance proceeds, refunds and premium rebates, including without
                limitation proceeds of fire and credit insurance, whether any of
                such
                proceeds, refunds and premium rebates arise out of any of the foregoing
                (A-O) or otherwise;

            


    

    


    
      	 	
              Q.

            	
              all
                liens, guaranties, rights, remedies and privileges pertaining to
                any of
                the foregoing (A-O) including the right of stoppage in
                transit.

            


    

    


    
      	 	
              (ii)

            	
              “Event(s)
                of Default”
                shall mean any default or breach of the terms, conditions or covenants
                of
                this Agreement that remains uncured for thirty (30) days after written
                notice of such default from Lender to Borrower, or any Event of Default
                under and as defined in the Loan Agreement, the Notes, or the other
                Loan
                Documents (as defined in the Loan
                Agreement).

            


    

    


    
      	 	
              (iii)

            	
              “Loan
                Agreement”
                shall mean a certain Revolving
                Line of Credit and Term Loan Agreement dated as of November 30, 2007
                by
                and between the Borrower and the Secured
                Party.

            


    

    


    
      	 	
              (iv)

            	
              “Obligations”
                shall mean the
                payment and performance of all obligations of Guarantor under the
                Guaranty.

            


    

    


    
      	 	
              (b)

            	
              Construction.
                Unless the context of this Agreement otherwise clearly requires,
                references to the plural include the singular, the singular the plural
                and
                the part the whole, and “or” has the inclusive meaning represented by the
                phrase “and/or”. The words “hereof”, “herein”, “hereunder” and similar
                terms in this Agreement refer to this Agreement as a whole and not
                to any
                particular provision of this Agreement. The section and other headings
                contained in this Agreement are for reference purposes only and shall
                not
                control or affect the construction of this Agreement or the interpretation
                hereof in any respect. Section, subsection and exhibit references
                are to
                this Agreement unless otherwise
                specified.

            


    

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

    
      	Section
              2.	
              Security
                Interest.
                Guarantor, on the terms set forth in this Agreement and as security
                for
                the full and timely payment of the Obligations in accordance with
                the
                terms thereof and of the instruments now or hereafter evidencing
                the
                Obligations, hereby grants to the Secured Party a continuing security
                interest, under the Uniform Commercial Code (as in effect on the
                date
                hereof and as amended from time to time hereafter) of each state
                having
                jurisdiction from time to time with respect to all or any portion
                of the
                Collateral (the “Code”),
                in and a lien on the Collateral. In addition to all the rights given
                to
                the Secured Party by the Loan Agreement, the Notes, the other Loan
                Documents, and this Agreement, the Secured Party shall have all the
                rights
                and remedies of a secured party under the Code. In connection with
                the
                grant of security interest made hereby, Guarantor hereby authorizes
                Secured Party to file or cause to be filed one or more financing
                statements, amendments to financing statements and/or in lieu financing
                statements with any filing office for the purpose of perfecting or
                continuing the perfection of the security interest in the
                Collateral.

            


    

    


    
      	Section
              3.	
              Principles
                Applicable to the Collateral.
                The parties agree that, at all times during the term of this Agreement,
                the following provisions shall be applicable to the
                Collateral:

            


    

    


    
      	 	
              (a)

            	
              The
                Guarantor covenants and agrees that it will keep accurate and complete
                books and records concerning the Collateral owned by it in accordance
                with
                generally accepted accounting principles, consistently
                applied.

            


    

    


    
      	 	
              (b)

            	
              The
                Secured Party shall have the right to review the books and records
                of the
                Guarantor pertaining to the Collateral and to copy and make excerpts
                therefrom, all at such times and as often as the Secured Party may
                reasonably request upon three (3) business days’ written
                notice.

            


    

    


    
      	 	
              (c)

            	
              The
                Guarantor shall maintain and keep (i) its principal place of business
                and
                its chief executive office, (ii) its records concerning the Collateral
                and
                (iii) its Collateral at the address set forth on the first page of
                this
                Agreement and at no other location, without the prior written consent
                of
                the Secured Party.

            


    

    


    
      	 	
              (d)

            	
              Notwithstanding
                the security interest in the Collateral granted to and created in
                favor of
                the Secured Party under this Agreement, the Guarantor shall have
                the
                right, until one or more Events of Default shall occur, to sell,
                lease or
                otherwise dispose of the Collateral in the ordinary course of the
                Guarantor’s business.

            


    

    


    
      	 	
              (e)

            	
              Notwithstanding
                the security interest in the Collateral granted to and created in
                favor of
                the Secured Party under this Agreement, the Guarantor shall have
                the
                right, until such time as the Secured Party shall have notified the
                Guarantor that it has revoked such right based upon an Event of Default
                at
                its own cost and expense to collect any and all accounts of the Guarantor
                comprising the Collateral (the “Accounts”).

            


    

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (f)

            	
              The
                Secured Party shall have the right after an Event of Default has
                occurred
                (i) to revoke the right of the Guarantor granted under subsection
                (e) of
                this Section 3 by written notice to the Guarantor to such effect,
                (ii) to
                take over and direct collection of any and all Accounts of the Guarantor,
                (iii) to give notice of the Secured Party’s security interest in such
                Accounts to any or all persons obligated to the Guarantor thereon,
                (iv) to
                direct such persons to make payment of such Accounts directly to
                the
                Secured Party and (v) to take control of such Accounts and any proceeds
                thereof.

            


    

    


    
      	 	
              (g)

            	
              The
                Secured Party shall have the right after an Event of Default to cause
                a
                non-interest bearing bank account entitled “Cash Collateral Account” (the
                “Collateral
                Account”)
                to be opened and maintained for the Guarantor at the principal office
                of
                the Secured Party. All cash proceeds received by the Secured Party
                from
                the Guarantor pursuant to subsection (h) of this Section 3 or directly
                from persons obligated on Accounts pursuant to subsection (f) of
                this
                Section 3 shall be deposited in the Collateral Account as further
                security
                for the payment of the Obligations. The Secured Party shall have
                sole
                dominion and control over all funds deposited in the Collateral Account,
                and such funds may be withdrawn therefrom only by the Secured
                Party.

            


    

    


    
      	 	
              (h)

            	
              Upon
                notice by the Secured Party to the Guarantor that the Collateral
                Account
                has been opened in accordance with subsection (g) of this Section
                3, the
                Guarantor shall cause all cash proceeds collected by it to be delivered
                to
                the Secured Party forthwith upon receipt, in the original form in
                which
                received, bearing such endorsements or assignments by the Guarantor
                as may
                be necessary to permit collection thereof by the Secured Party, and
                for
                such purpose the Guarantor hereby irrevocably authorizes and empowers
                the
                Secured Party, its officers, employees and authorized agents, to
                endorse
                and sign the name of the Guarantor on all checks, drafts, money orders
                or
                other media of payment so delivered and such endorsements or assignments
                shall, for all purposes, be deemed to have been made by the Guarantor
                prior to any endorsement or assignment thereof by the Secured Party.
                The
                Secured Party may use any convenient or customary means for the purpose
                of
                collecting such checks, drafts, money orders or other media of
                payment.

            


    

    


    
      	Section
              4.	
              Certain
                Covenants.
                Until payment in full of the Obligations, the Guarantor agrees
                that:

            


    

    


    
      	 	
              (a)

            	
              The
                Guarantor has and will have good and marketable title to the Collateral
                from time to time owned or acquired by it, free and clear of all
                liens,
                encumbrances and security interests, except security interests granted
                to
                and created in favor of the Secured Party and as otherwise set forth
                in
                that certain Revolving Line of Credit and Term Loan Agreement of
                even date
                herewith by and between Borrower and Secured Party. The Guarantor
                shall
                defend such title against the claims and demands of all
                persons.

            


    

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              The
                Guarantor shall not, without the prior written consent of the Secured
                Party, (i) borrow against the Collateral from any person, firm or
                corporation other than the Secured Party, (ii) create, incur, assume
                or
                suffer to exist any mortgage, lien, charge or encumbrance on, or
                security
                interest in, or pledge of or conditional sale or other title retention
                agreement with respect to any of the Collateral, except the security
                interest created hereunder, (iii) permit any levy or attachment to
                be made
                against any of the Collateral except a levy or attachment relating
                to this
                Agreement, unless removed within sixty (60) days after written notice
                by
                Secured Party to Guarantor, (iv) permit any financing statement to
                be on
                file with respect to any of the Collateral, except financing statements
                in
                favor of the Secured Party, or (v) permit any transfer of Collateral
                without the consent of the Secured
                Party.

            


    

    


    
      	 	
              (c)

            	
              The
                Guarantor shall faithfully preserve and protect the Secured Party’s
                security interest in the Collateral and shall, at its own cost and
                expense, cause said security interest to be perfected and continued
                perfected, and for such purpose, the Guarantor shall from time to
                time at
                the request of the Secured Party execute and file or record, or cause
                to
                be filed or recorded, or authorize the Secured Party to execute and
                file
                or record, such instruments, documents and notices, including, without
                limitation, financing statements and continuation statements, as
                the
                Secured Party may deem necessary or advisable in order to perfect
                and
                continue perfected said security interest. The Guarantor shall do
                all such
                other acts and things and execute and deliver all such other instruments
                and documents, including, without limitation, further security agreements,
                pledges and assignments, as the Secured Party may reasonably deem
                necessary or advisable from time to time in order to perfect and
                preserve
                the priority of said security interest as a first lien security interest
                in the Collateral prior to the rights of all persons therein or thereto.
                The Secured Party is hereby appointed attorney-in-fact for the Guarantor
                to do all acts and things which it may deem necessary or advisable
                to
                preserve, perfect and continue perfected its security interest in
                the
                Collateral, including, without limitation, the signing and recording
                of
                financing and other similar
                statements.

            


    

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              Risk
                of loss of, damage to or destruction of the Collateral is on the
                Guarantor. The Guarantor shall insure the Collateral against such
                risks
                and casualties and in such amounts and with such insurers as acceptable
                to
                Secured Party in its reasonable discretion. All such policies of
                insurance
                shall contain loss payable clauses in favor of the Guarantor and
                the
                Secured Party as their respective interests may appear, and show
                Secured
                Party as an additional insured on the liability portion of said policy,
                and such policies or certificates evidencing the same shall be deposited
                with the Secured Party immediately upon the request of the Secured
                Party.
                If the Guarantor fails to effect and keep in full force and effect
                such
                insurance or fails to pay the premiums thereon when due, the Secured
                Party
                may do so for the account of the Guarantor and add the cost thereof
                to the
                Obligations. The Guarantor hereby assigns and sets over unto the
                Secured
                Party all monies which may become payable on account of such insurance,
                including, without limitation, any return of unearned premiums which
                may
                be due upon cancellation of any such insurance, and authorizes the
                Secured
                Party to direct the insurers to pay the Secured Party any amount
                so due.
                The Secured Party, its officers, employees and authorized agents,
                are
                hereby irrevocably appointed attorney-in-fact of the Guarantor to
                endorse
                any draft or check which may be payable to the Guarantor in order
                to
                collect the proceeds of such insurance or any return of unearned
                premiums.
                Such proceeds shall be applied to the payment or prepayment of the
                Obligations. Any balance of insurance proceeds remaining in the possession
                of the Secured Party after payment in full of the Obligations shall
                be
                paid to the Guarantor or order.

            


    

    


    
      	 	
              (e)

            	
              The
                Guarantor assumes full responsibility for taking any and all necessary
                steps to preserve its rights in the Accounts against account debtors.
                The
                Secured Party shall be deemed to have exercised reasonable care in
                the
                custody and preservation of such of the Collateral as may be in its
                possession if it takes such action for that purpose as the Guarantor
                shall
                request in writing, provided that such requested action shall not,
                in the
                reasonable judgment of the Secured Party, impair the Secured Party’s
                security interest in the Collateral or its rights in, or the value
                of, the
                Collateral, and provided further that such written request is received
                by
                the Secured Party in sufficient time to permit it to take the requested
                action.

            


    

    


    
      	 	
              (f)

            	
              The
                Guarantor shall maintain each item of Collateral in good condition
                and
                repair and shall pay and discharge all taxes, levies and other impositions
                levied or assessed thereon as well as the cost of repairs to or
                maintenance of the same. If the Guarantor fails to do so, the Secured
                Party may pay the cost of such repairs or maintenance and such taxes,
                levies or other impositions for the account of the Guarantor and
                add the
                amount thereof to the Obligations.

            


    

    


    
      	Section
              5.	
              Events
                of Default.

            


    

    


    
      	 	
              (a)

            	
              If
                one or more Events of Default shall occur, then, and in any such
                event,
                the Secured Party may forthwith proceed to exercise any one or more
                of the
                rights and remedies afforded a secured party by the Code and such
                other
                rights and remedies which it may have at law or in equity, under
                this
                Agreement, all of which rights and remedies shall, to the full extent
                permitted by law, be cumulative. Without limitation upon the foregoing,
                the Secured Party shall have the right without demand or prior notice
                to
                the Guarantor or any other person, except as otherwise required by
                law
                (and if notice is required by law, after ten (10) days’ prior written
                notice to the Guarantor at its address hereinafter set forth) and
                without
                prior judicial hearing or legal proceedings, all of which the Guarantor
                hereby expressly waives:

            


    

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (i)

            	
              to
                enter any premises where Collateral is located and to take possession
                and
                control of the same;

            


    

    


    
      	 	
              (ii)

            	
              to
                enforce collection, at the Guarantor’s expense and either in the name of
                the Secured Party or the name of the Guarantor, of any or all of
                the
                Accounts by suit or otherwise, to surrender, release or exchange
                all or
                any part thereof, or to compromise or extend or renew (whether or
                not
                longer than the original period) any indebtedness
                thereunder;

            


    

    


    
      	 	
              (iii)

            	
              to
                take over and perform any contract of the Guarantor and to take control
                of
                any and all Accounts and proceeds arising
                therefrom;

            


    

    


    
      	 	
              (iv)

            	
              to
                sell all or any portion of the Collateral at public or private sale
                at
                such place or places and at such time or times and in such manner
                and upon
                such terms, whether for cash or credit, as the Secured Party in its
                sole
                discretion may determine; and

            


    

    


    
      	 	
              (v)

            	
              to
                endorse in the name of the Guarantor any instrument, howsoever received
                by
                the Secured Party, representing proceeds of any of the
                Collateral.

            


    

    


    The
      Secured Party shall apply the proceeds of any sale or other disposition of
      any
      realization of the Collateral after default first to the payment of the
      reasonable costs and expenses incurred by the Secured Party in connection with
      such sale or other disposition or realization, including reasonable attorneys’
fees and legal expenses, second to the repayment of the Obligations to the
      Secured Party, whether on account of principal or interest or otherwise as
      the
      Secured Party in its sole discretion may elect, and then to the payment of
      the
      balance, if any, as required by law. If the proceeds of any such sale or other
      disposition of the Collateral are insufficient to pay the Obligations and the
      Secured Party’s reasonable costs hereunder, the Guarantor shall be liable for
      any deficiency.

    


    
      	 	
              (b)

            	
              Upon
                the occurrence of any Event of Default, the Guarantor shall promptly
                upon
                demand by the Secured Party assemble the Collateral and make it available
                to the Secured Party at a place to be designated by the Secured Party
                which shall be reasonably convenient to both parties. The right of
                the
                Secured Party under this Section to have the Collateral assembled
                and made
                available to it is the essence of this Agreement, and the Secured
                Party
                may, at its election, enforce such right by a bill in equity for
                specific
                performance.

            


    

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

     

    
      	Section
              6.	
              Defeasance.
                Upon payment in full of the Obligations, this Agreement shall terminate
                and be of no further force or effect. Until such time, however, this
                Agreement shall be binding upon and inure to the benefit of the parties
                hereto and their respective successors and
                assigns.

            


    

    


    
      	Section
              7.	
              Subrogation
                and Marshaling.
                The Guarantor hereby waives, surrenders and agrees not to claim or
                enforce, so long as the Obligations or any portion thereof remains
                outstanding, (a) any right to be subrogated in whole or in part to
                any
                right or claim of the holder of any part of the Obligations and (b)
                any
                right to require marshaling of any assets of the Guarantor which
                right of
                subrogation or marshaling might otherwise arise from any payment
                to the
                holder of any part of the Obligations arising out of the enforcement
                of
                the security interest granted hereby, or any other mortgage or security
                interest granted by the Guarantor or any other person to the Secured
                Party, or the liquidation of or the realization upon the Collateral,
                any
                other collateral granted by the Guarantor or any other person to
                the
                Secured Party, or any part thereof.

            


    

    


    
      	Section
              8.	
              Severability.
                If any provision of this Agreement shall for any reason be held invalid
                or
                unenforceable, such invalidity or unenforceability shall not affect
                any
                other provision hereof, but this Agreement shall be construed as
                if such
                invalid or unenforceable provision had never been contained
                herein.

            


    

    


    
      	Section
              9.	
              No
                Waiver; Rights Cumulative.
                No failure or delay on the part of the Secured Party in exercising
                any
                right, remedy, power or privilege hereunder shall operate as a waiver
                thereof or of any other right, remedy, power or privilege hereunder;
                nor
                shall any single or partial exercise of any such right, remedy, power
                or
                privilege preclude any other or further exercise thereof or of any
                other
                right, remedy, power or privilege. The rights and remedies of the
                Secured
                Party under this Agreement are cumulative and not exclusive of any
                rights
                or remedies which it may otherwise have. No modification or waiver
                of any
                provision of this Agreement nor consent to any departure by the Guarantor
                therefrom shall be effective unless the same shall be in writing,
                and then
                such waiver or consent shall be effective only in the specified instance
                and for the specific purpose for which
                given.

            


    

    


    
      	Section
              10.	
              Notices.
                Any notice, request, demand or other communication required or permitted
                hereunder shall be given in writing by delivering the same in person
                to
                the intended addressee, by overnight courier service with guaranteed
                next
                day delivery or by certified United States Mail, postage prepaid
                or
                telegram sent to the intended addressee at the applicable address
                set
                forth on Page 1 hereof or to such different address as either Guarantor
                or
                Secured Party shall have designated by written notice to the other
                sent in
                accordance herewith. Such notices shall be deemed given when received
                or,
                if earlier, in the case of delivery by courier service with guaranteed
                next day delivery, the next day or the day designated for delivery,
                or in
                the case of delivery by certified United States mail, two days after
                deposit therein.

            


    

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

     

    
      	Section
              11.	
              Governing
                Law.
                The Code shall govern the attachment, perfection and the effect of
                attachment and perfection of the Secured Party’s interest in the
                Collateral, and the rights, duties and obligations of the Guarantor
                and
                the Secured Party with respect thereto. This Agreement shall be deemed
                to
                be a contract under the laws of the Commonwealth of Massachusetts,
                and the
                execution and delivery hereof and, to the extent not inconsistent
                with the
                preceding sentence, the terms and provisions hereof, shall be governed
                by
                and construed in accordance with the laws of the Commonwealth of
                Massachusetts.

            


    

    


    
      	Section
              12.	
              Survival.
                All representations, warranties, covenants and agreements contained
                herein
                or made in writing in connection herewith shall survive the execution
                and
                delivery of this Agreement and the extension of the
                Loans.

            


    

    


    


    [Signatures
      on following page]

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement under seal the day
      and
      year first above written.

    


    
      	 	
              GUARANTOR:

            
	 	 
	 	
               

            	 
	 	 
	 	 
	
               

            	 	
              By:

            	
               

            	 
	
              Witness

            	 	
              Name:

            
	 	 	
              Title:

            
	 	 
	 	 
	 	
              SECURED
                PARTY:

            
	 	 
	 	
              RBS
                CITIZENS, NATIONAL ASSOCIATION

            
	 	 
	 	 
	
               

            	 	
              By:

            	
               

            	 
	
              Witness
                

            	 	
              David
                J. Bugbee, Senior Vice President

            


    

    


    
      
        
        

      

      
        60