EXHIBIT 10.31

                               THIRD AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT

         This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment"),
is dated as of February 23, 2007, by and between WELLS FARGO FOOTHILL, LLC, a
Delaware limited liability company and assignee of Wells Fargo Foothill, Inc., a
California corporation ("Lender"), and VELOCITY INVESTMENTS, L.L.C., a New
Jersey limited liability company ("Borrower").

                                   WITNESSETH:
                                   -----------

         WHEREAS, Borrower and Lender's predecessor-in-interest entered into
that certain Loan and Security Agreement, dated as of January 27, 2005, as
amended by that certain First Amendment to Loan and Security Agreement, dated as
of February 27, 2006, as amended by that certain Second Amendment to Loan and
Security Agreement, dated as of December 8, 2006 (as amended, restated,
supplemented or otherwise modified through the date hereof, the "Loan
Agreement");

         WHEREAS, Borrower has requested that the Lender amend certain covenants
set forth in the Loan Agreement and increase the Maximum Revolver Amount (as
defined in the Loan Agreement) as more fully set forth herein; and

         WHEREAS, Lender is willing to amend certain covenants set forth in the
Loan Agreement and is willing to increase the Maximum Revolver Amount, subject
to the terms hereof;

         NOW THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:

         SECTION 1. Defined Terms. Unless otherwise defined herein, all
capitalized terms used herein have the meanings assigned to such terms in the
Loan Agreement, as amended hereby.

         SECTION 2. Amendments. Upon the Third Amendment Effective Date (as
hereinafter defined), the Loan Agreement shall be amended as follows:

         (a)      The following definition in Section 1.1 of the Loan Agreement
is hereby deleted in its entirety and replaced with the following:

                  "`Maximum Revolver Amount' means $17,500,000.00"

         (b)      Clauses (c) and (d) of Section 7.17 of the Loan Agreement are
hereby deleted in their entirety and replaced with the following:


THIRD AMENDMENT TO
------------------
LOAN AND SECURITY AGREEMENT
---------------------------

<PAGE>

                  "(c)     at all times, the sum of Borrower's Subordinated Debt
         plus Borrower's member's equity at not less than the sum of (i)
         $6,500,000.00 plus (ii) fifty percent (50%) of the Net Income (if
         positive) of Borrower for each calendar quarter that ends on or after
         March 31, 2007.

                  "(d)     at all times, the sum of Parent's stockholder's
         equity plus Subordinated Debt at not less than the sum of (i)
         $21,000,000.00 plus (ii) fifty percent (50%) of the Net Income (if
         positive) of Parent for each calendar quarter that ends on or after
         March 31, 2007."

         (d)      Exhibit C-1 to the Loan Agreement is hereby deleted its
entirety and replaced with Exhibit C-1 attached hereto and incorporated herein.

         SECTION 3. Representations, Warranties and Covenants of the Borrower.
The Borrower represents and warrants to Lender and agrees that:

         (a)      the representations and warranties contained in the Loan
Agreement (as amended hereby) and the other outstanding Loan Documents are true
and correct in all material respects at and as of the date hereof as though made
on and as of the date hereof, except (i) to the extent specifically made with
regard to a particular date and (ii) for such changes as are a result of any act
or omission specifically permitted under the Loan Agreement (or under any Loan
Document), or as otherwise specifically permitted by the Lender;

         (b)      on the Third Amendment Effective Date, after giving effect to
this Amendment, no Default or Event of Default will have occurred and be
continuing;

         (c)      the execution, delivery and performance of this Amendment have
been duly authorized by all necessary action on the part of, and duly executed
and delivered by the Borrower, and this Amendment is a legal, valid and binding
obligation of the Borrower enforceable against Borrower in accordance with its
terms, except as the enforcement thereof may be subject to the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws
affecting creditors' rights generally and general principles of equity
(regardless of whether such enforcement is sought in a proceeding in equity or
at law); and

         (d)      the execution, delivery and performance of this Amendment do
not conflict with or result in a breach by Borrower of any term of any material
contract, loan agreement, indenture or other agreement or instrument to which
Borrower is a party or is subject.

         SECTION 4. Conditions Precedent to Effectiveness of Amendment. This
Amendment shall become effective (the "Third Amendment Effective Date") upon
satisfaction of each of the following conditions:

         (a)      The Borrower and Lender shall have executed and delivered to
Lender this Amendment, a supplement to the Fee Letter in form and substance
acceptable to Lender and such other documents as Lender may reasonably request;


THIRD AMENDMENT TO
------------------
LOAN AND SECURITY AGREEMENT
---------------------------
                                       2
<PAGE>

         (b)      Each Guarantor shall reaffirm the Guaranty to which it or he
is a party;

         (c)      Parent and TLOP shall reaffirm the Security and Pledge
Agreement and Subordination Agreement to which each is a party;

         (d)      Lender shall have received a certificate from the Secretary of
Parent (i) attesting to the resolutions of Parent's Board of Directors
authorizing Borrower's execution, delivery, and performance of this Amendment,
(ii) authorizing specific officers of Parent, on behalf of Borrower, to execute
the same, and (iii) attesting to the incumbency and signatures of such specific
officers of Parent; and

         (e)      All legal matters incident to the transactions contemplated
hereby shall be reasonably satisfactory to counsel for the Lender.

         SECTION 5. Overadvance. In accordance with Section 2.4 of the Loan
Agreement, if, at any time for any reason, the amount of Obligations (other than
Bank Product Obligations) owed by Borrower to Lender pursuant to Section 2.1
(based on the Maximum Revolver Amount or Borrowing Base in effect at such time)
is greater than any of the limitations set forth in Section 2.1 (an
"Overadvance"), Borrower immediately shall pay to Lender, in cash, the amount of
such Overadvance, which amount shall be used by Lender to reduce the Obligations
in accordance with the priorities set forth in Section 2.3(b).

         SECTION 6. Execution in Counterparts. This Amendment may be executed in
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument.

         SECTION 7. Costs and Expenses. The Borrower hereby affirms its
obligation under the Loan Agreement to reimburse Lender for all reasonable
costs, internal charges and out-of-pocket expenses paid or incurred by Lender in
connection with the preparation, negotiation, execution and delivery of this
Amendment, including but not limited to the attorneys' fees and time charges of
attorneys for Lender with respect thereto.

         SECTION 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUCTED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
CALIFORNIA, WITHOUT REGARD TO THE INTERNAL CONFLICTS OF LAWS PROVISIONS THEREOF.

         SECTION 9. Effect of Amendment; Reaffirmation of Loan Documents. The
parties hereto agree and acknowledge that (i) nothing contained in this
Amendment in any manner or respect limits or terminates any of the provisions of
the Loan Agreement or the other outstanding Loan Documents other than as
expressly set forth herein and (ii) the Loan Agreement (as amended hereby) and
each of the other outstanding Loan Documents remain and continue in full force
and effect and are hereby ratified and reaffirmed in all respects. Upon the
effectiveness of this Amendment, each reference in the Loan Agreement to "this
Agreement", "hereunder", "hereof", "herein" or words of similar import shall
mean and be a reference to the Loan Agreement as amended hereby.


THIRD AMENDMENT TO
------------------
LOAN AND SECURITY AGREEMENT
---------------------------
                                       3
<PAGE>

         SECTION 10. Headings. Section headings in this Amendment are included
herein for convenience of any reference only and shall not constitute a part of
this Amendment for any other purposes.

         SECTION 11. Release. BORROWER HEREBY ACKNOWLEDGES THAT AS OF THE DATE
HEREOF IT HAS NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND
OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL
OR ANY PART OF ITS LIABILITY TO REPAY THE OBLIGATIONS OR TO SEEK AFFIRMATIVE
RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM LENDER, ITS AFFILIATES,
PARTICIPANTS OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, EMPLOYEES
OR ATTORNEYS. BORROWER HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER
DISCHARGES LENDER, ITS AFFILIATES AND PARTICIPANTS, AND THEIR RESPECTIVE
PREDECESSORS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL
POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES,
AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED,
SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN
EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS
EXECUTED, WHICH BORROWER MAY NOW OR HEREAFTER HAVE AGAINST LENDER AND ITS
PREDECESSORS, OFFICERS, AGENTS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IF
ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT,
VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM THE LIABILITIES,
THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR OTHER LOAN
DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT. BORROWER HEREBY
COVENANTS AND AGREES NEVER TO INSTITUTE ANY ACTION OR SUIT AT LAW OR IN EQUITY,
NOR INSTITUTE, PROSECUTE, OR IN ANY WAY AID IN THE INSTITUTION OR PROSECUTION OF
ANY CLAIM, ACTION OR CAUSE OF ACTION, RIGHTS TO RECOVER DEBTS OR DEMANDS OF ANY
NATURE AGAINST LENDER, ITS AFFILIATES AND PARTICIPANTS, OR THEIR RESPECTIVE
SUCCESSORS, ATTORNEYS, OFFICERS, AGENTS, DIRECTORS, EMPLOYEES, AND PERSONAL AND
LEGAL REPRESENTATIVES ARISING ON OR BEFORE THE DATE HEREOF OUT OF OR RELATED TO
LENDER'S ACTIONS, OMISSIONS, STATEMENTS, REQUESTS OR DEMANDS IN ADMINISTERING,
ENFORCING, MONITORING, COLLECTING OR ATTEMPTING TO COLLECT THE OBLIGATIONS OF
BORROWER TO LENDER, WHICH OBLIGATIONS WERE EVIDENCED BY THE LOAN AGREEMENT AND
OTHER LOAN DOCUMENTS.


THIRD AMENDMENT TO
------------------
LOAN AND SECURITY AGREEMENT
---------------------------
                                       4
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered as of the date first above written.



                                       VELOCITY INVESTMENTS, L.L.C.,
                                       a New Jersey limited liability company

                                       By: /s/ W. PETER RAGAN, JR.
                                           -----------------------------------
                                       Name:   W. Peter Ragan, Jr.
                                             ---------------------------------
                                       Title:    President
                                              --------------------------------


                                       WELLS FARGO FOOTHILL, LLC, a Delaware
                                       limited liability company, as Lender


                                       By: /s/ DOUG FRASER
                                           -----------------------------------
                                       Name:   Doug Fraser
                                             ---------------------------------
                                       Title:    Vice President
                                              --------------------------------




SIGNATURE PAGE TO THIRD AMENDMENT TO
------------------------------------
LOAN AND SECURITY AGREEMENT
---------------------------

<PAGE>

    Reaffirmation of Guaranties, Pledge Agreement and Subordination Agreement
    -------------------------------------------------------------------------

         Each of Velocity Asset Management, Inc., a Delaware corporation
("Parent"), and TLOP Acquisition Company, LLC, a New Jersey limited liability
company ("TLOP" and, together with Parent, the "Entity Guarantors") hereby (i)
consents and agrees to the terms and provisions of the foregoing Amendment and
each of the transactions contemplated thereby, and confirms and agrees that all
references in the Loan Documents to the "Loan Agreement" shall mean the Loan
Agreement as amended by the foregoing Amendment, (ii) agrees that the General
Continuing Guaranty, dated as of January 27, 2005, executed by such Entity
Guarantor for the benefit of Lender (each, a "Guaranty"), remains in full force
and effect and continues to be the legal, valid and binding obligation of such
Entity Guarantor enforceable against such Entity Guarantor in accordance with
its terms, and acknowledges the increase in the obligations guaranteed, (iii)
agrees that the Security and Pledge Agreement, dated as of January 27, 2005,
executed by such Entity Guarantor for the benefit of Lender (each, a "Pledge
Agreement"), remains in full force and effect and continues to be the legal,
valid and binding obligation of such Entity Guarantor enforceable against such
Entity Guarantor in accordance with its terms and acknowledges the increase in
the obligations secured, and (iv) agrees that the Subordination Agreement, dated
as of January 27, 2005, executed by the Guarantors, for the benefit of Lender
(the "Subordination Agreement"), remains in full force and effect and continues
to be the legal, valid and binding obligation of each Entity Guarantor
enforceable against such Entity Guarantor in accordance with its terms, and
acknowledges the increase in the Senior Indebtedness (as defined in the
Subordination Agreement).

         Furthermore, each Entity Guarantor hereby agrees and acknowledges that
(a) the Guaranty executed by such Entity Guarantor is not subject to any claims,
defenses or offsets, (b) nothing contained in the Amendment shall adversely
affect any right or remedy of Lender under the Guaranty executed by such Entity
Guarantor or any agreement executed by such Entity Guarantor in connection
therewith, (c) the execution and delivery of the Amendment or any agreement
entered into by Lender in connection therewith shall in no way reduce, impair or
discharge any obligations of such Entity Guarantor pursuant to the Guaranty
executed by such Entity Guarantor and shall not constitute a waiver by Lender of
any of Lender's rights against such Entity Guarantor under the Guaranty executed
by such Guarantor, (d) the Pledge Agreement executed by such Entity Guarantor is
not subject to any claims, defenses or offsets, (e) nothing contained in the
Amendment shall adversely affect any right or remedy of Lender under the Pledge
Agreement executed by such Entity Guarantor or any agreement executed by such
Entity Guarantor in connection therewith, (f) the execution and delivery of the
Amendment or any agreement entered into by Lender in connection therewith shall
in no way reduce, impair or discharge any obligations of such Entity Guarantor
pursuant to the Pledge Agreement executed by such Entity Guarantor and shall not
constitute a waiver by Lender of any of Lender's rights against such Entity
Guarantor under the Pledge Agreement executed by such Guarantor, (g) nothing
contained in the Amendment shall adversely affect any right or remedy of Lender
under the Subordination Agreement, (h) the execution and delivery of the
Amendment or any agreement entered into by Lender in connection therewith shall
in no way reduce, impair or discharge any obligations of such Entity Guarantor
pursuant to the Subordination Agreement and shall not constitute a waiver by
Lender of any of Lender's rights against such Entity Guarantor under the
Subordination Agreement, (i) the consent of such Entity Guarantor is not
required to the effectiveness of the Amendment and (j) no consent by such Entity


REAFFIRMATION OF GUARANTIES, PLEDGE AGREEMENT
---------------------------------------------
AND SUBORDINATION AGREEMENT
---------------------------

<PAGE>

Guarantor is required for the effectiveness of any future amendment,
modification, forbearance or other action with respect to the Loan Agreement or
any present or future Loan Document (other than the Guaranty, Pledge Agreement
or Subordination Agreement executed by such Guarantor).



                                       VELOCITY ASSET MANAGEMENT, INC.
                                       a Delaware corporation


                                       By: /s/ JAMES MASTRIANI
                                           -----------------------------------
                                       Name:    James Mastriani
                                            ----------------------------------
                                       Title:      CFO
                                             ---------------------------------



                                       TLOP ACQUISITION COMPANY, L.L.C.,
                                       a New Jersey limited liability company

                                       By: Velocity Asset Management, Inc.
                                           its sole member


                                           By: /s/ W. PETER RAGAN, SR.
                                               -------------------------------
                                           Name:    W. Peter Ragan, Sr.
                                                ------------------------------
                                           Title:    Vice President
                                                 -----------------------------




SIGNATURE PAGE TO
-----------------
REAFFIRMATION OF GUARANTIES, PLEDGE AGREEMENT
---------------------------------------------
AND SUBORDINATION AGREEMENT
---------------------------
                                       2
<PAGE>

                           Reaffirmation of Guaranties
                           ---------------------------

         Each of W. Peter Ragan, Jr., an individual ("Ragan, Jr."), W. Peter
Ragan, Sr., an individual ("Ragan, Sr."), and John C. Kleinert, an individual
("Kleinert", and, together with Ragan, Jr. and Ragan, Sr., the "Individual
Guarantors"), hereby (i) consents and agrees to the terms and provisions of the
foregoing Amendment and each of the transactions contemplated thereby and
confirms and agrees that all references in the Loan Documents to the "Loan
Agreement" shall mean the Loan Agreement as amended by the foregoing Amendment,
and (ii) agrees that the Amended and Restated Limited Continuing Guaranty
executed by such Individual Guarantor for the benefit of Lender (each, a
"Guaranty"), remains in full force and effect and continues to be the legal,
valid and binding obligation of such Individual Guarantor enforceable against
such Individual Guarantor in accordance with its terms, and acknowledges the
increase in the obligations guaranteed.

         Furthermore, each Individual Guarantor hereby agrees and acknowledges
that (a) the Guaranty executed by such Individual Guarantor is not subject to
any claims, defenses or offsets, (b) nothing contained in the Amendment shall
adversely affect any right or remedy of Lender under the Guaranty executed by
such Individual Guarantor or any agreement executed by such Individual Guarantor
in connection therewith, (c) the execution and delivery of the Amendment or any
agreement entered into by Lender in connection therewith shall in no way reduce,
impair or discharge any obligations of such Individual Guarantor pursuant to the
Guaranty executed by such Individual Guarantor and shall not constitute a waiver
by Lender of any of Lender's rights against such Individual Guarantor under the
Guaranty executed by such Individual Guarantor, (d) the consent of such
Individual Guarantor is not required to the effectiveness of the Amendment, and
(e) no consent by such Individual Guarantor is required for the effectiveness of
any future amendment, modification, forbearance or other action with respect to
the Loan Agreement or any present or future Loan Document (other than the
Guaranty executed by such Individual Guarantor).


                                       /s/ W. PETER RAGAN, JR.
                                       -----------------------------------------
                                       W. Peter Ragan, Jr., an individual


                                       /s/ W. PETER RAGAN, SR.
                                       -----------------------------------------
                                       W. Peter Ragan, Sr., an individual


                                       /s/ JOHN C. KLEINERT
                                       -----------------------------------------
                                       John C. Kleinert, an individual



SIGNATURE PAGE TO REAFFIRMATION OF
----------------------------------
GUARANTIES
----------

<PAGE>

                                   EXHIBIT C-1

                         Form of Compliance Certificate

                 [on letterhead of Velocity Investments, L.L.C.]

To:      Wells Fargo Foothill, LLC
         13727 Noel Road, Suite 1020
         Dallas, Texas  75240
         Attn: Loan Portfolio Manager--Velocity Investments

         Re:   Compliance Certificate for the month/quarter ended ______________

Ladies and Gentlemen:

         Reference is made to that certain Loan and Security Agreement, dated as
of January 27, 2005, between Velocity Investments, L.L.C., a New Jersey limited
liability company ("Borrower"), and WELLS FARGO FOOTHILL, INC. (together with
its successors and permitted assigns, the "Lender"), as amended, restated,
renewed, replaced, supplemented or otherwise modified from time to time (the
"Loan Agreement"). Capitalized terms used in this Compliance Certificate have
the meanings set forth in the Loan Agreement unless specifically defined herein.

         Pursuant to Section 6.3 of the Loan Agreement, the undersigned officer
of Borrower hereby certifies that:

         1.       The financial statements of Borrower furnished in Schedule 1
attached hereto, have been prepared in accordance with GAAP (except for the lack
of footnotes and being subject to year-end audit adjustments, in the case of
financial statements other than those as of the fiscal year end of Borrower) and
fairly present in all material respects the financial condition of Borrower.

         2.       The representations and warranties of Borrower contained in
the Loan Agreement and the other Loan Documents are true and correct in all
material respects on and as of the date of this Certificate, as though made on
and as of such date (except to the extent that such representations and
warranties (x) relate solely to an earlier date or (y) relate to an action or
omission permitted by Lender to the extent of such permission).

         3.       Such officer has reviewed the terms of the Loan Agreement and
has made, or caused to be made under his supervision, a review in reasonable
detail of the transactions and condition of Borrower during the accounting
period covered by the financial statements delivered pursuant to Section 6.3 of
the Loan Agreement.

         4.       Such review has not disclosed the existence on and as of the
date hereof, and the undersigned does not have knowledge of the existence as of
the date hereof, of any event or condition that constitutes a Default or Event
of Default, except for such conditions or events listed on Schedule 2 attached
hereto, specifying the nature and period of existence thereof and what action
Borrower has taken, is taking, or proposes to take with respect thereto.

EXHIBIT C-1
-----------

<PAGE>

         5.       The representations and warranties of Borrower set forth in
the Loan Agreement and the other Loan Documents are true and correct in all
material respects on and as of the date hereof (except to the extent they relate
to a specified date), except as set forth on Schedule 2 attached hereto.

         6.       Borrower is in compliance with the applicable covenants
contained in Section 7.17 of the Loan Agreement, all as demonstrated on Schedule
3 hereof.

         IN WITNESS WHEREOF, this Compliance Certificate is executed by the
undersigned this _____ day of _______________, ________.



                                       Velocity Investments, L.L.C.

                                       By:        ____________________________
                                       Name:      ____________________________
                                       Title:     ____________________________





EXHIBIT C-1
-----------
                                       2
<PAGE>

                                   SCHEDULE 1

                              Financial Statements
                              --------------------

                                   [Attached]


                                   SCHEDULE 2

                          Defaults or Events of Default
                          -----------------------------

                                   [Attached]


                                   SCHEDULE 3

                               FINANCIAL COVENANTS


<PAGE>
<TABLE>
<CAPTION>

                                   SCHEDULE 3

                               FINANCIAL COVENANTS
            For the month/quarter ended _______________ (the "Date")

1.    Compliance with Debt to ERRV Ratio.

-------------------------------------------------------------------------------------------------------------------
   PORTFOLIO                LOAN SUB-ACCOUNT       ERRV(2)       RATIO OF LOAN SUB-ACCOUNT         IS RATIO IN
    POOL NO.                   BALANCE(1)                            BALANCE TO ERRV(3)           COMPLIANCE?(4)
-------------------------------------------------------------------------------------------------------------------
<S>                       <C>                    <C>                    <C>                      <C>
-------------------------------------------------------------------------------------------------------------------

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

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

-------------------------------------------------------------------------------------------------------------------
         TOTAL
-------------------------------------------------------------------------------------------------------------------
</TABLE>

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

(1)  Outstanding balance of the Loan Sub-Account for the corresponding Portfolio
     Pool
(2)  ERRV for the corresponding Portfolio Pool
(3)  Number in second column divided by number in third column
(4)  Is the value in the fourth column less than or equal to .30?

EXHIBIT C-1
-----------
                                       4
<PAGE>

2.   Minimum Net Worth and Subordinated Debt of Borrower.
     ---------------------------------------------------

     (a) The Minimum Net Worth and Subordinated Debt of Borrower, as of the
Date, is calculated as follows:

         (i)      Borrower's member's equity on the Date is:    $_______________

         (ii)     Borrower's Subordinated Debt on the Date is:  $_______________

         (iii)    The sum of Item (a)(i) and Item (a)(ii) is:   $_______________

     (b) The Net Worth and Subordinated Debt of Borrower required under Section
7.18(c) of the Loan Agreement, as amended, is to be at least the amount set
forth below:

         (i)      Beginning Amount is equal to:                 $   6,500,000.00

         (ii)     The net income (if positive) for Borrower for
                  the calendar quarter ended on the Date is:    $_______________

         (iii)    The product of (A) 50% times (B) Item (b)(ii)
                  is:                                           $_______________

         (iv)     The cumulative sum of Item 2(b)(iii) for all
                  calendar quarters ended on or after
                  March 31, 2007, and prior to the Date is:     $_______________

         (v)      The sum of Item (b)(i) plus Item (b)(iii)
                  plus Item (b)(iv) is:                         $_______________

     (c) The amount in Item (a)(iii) [is/is not] greater than or equal to the
amount in Item (b)(v).

3.   Minimum Net Worth and Subordinated Debt of Parent.
     -------------------------------------------------

     (a) The Minimum Net Worth and Subordinated Debt of Parent, as of the Date,
is calculated as follows:

         (i)      Parent's stockholders' equity on the Date is: $_______________

         (ii)     Parent's Subordinated Debt on the Date is:    $_______________

         (iii)    The sum of Item (a)(i) and Item (a)(ii) is:   $_______________

     (b) The Net Worth and Subordinated Debt of Parent required under Section
7.18(d) of the Loan Agreement, as amended, is to be at least the amount set
forth below:

         (i)      Beginning Amount is equal to:                 $  21,000,000.00


EXHIBIT C-1
-----------
                                       5
<PAGE>

         (ii)     The net income (if positive) for Parent for
                  the calendar quarter ended on the Date is:    $_______________

         (iii)    The product of (A) 50% times (B) Item
                  (b)(ii) is:                                   $_______________

         (iv)     The cumulative sum of Item 3(b)(iii) for all
                  calendar quarters ended on or after March 31,
                  2007, and prior to the Date is:               $_______________

         (v)      The sum of Item (b)(i) plus Item (b)(iii)
                  plus Item (b)(iv) is:                         $_______________

     (c) The amount in Item (a)(iii) [is/is not] greater than or equal to the
amount in Item (b)(v).


EXHIBIT C-1
-----------
                                       6