Exhibit
10.1

     

    ICG PARTICIPATION
AGREEMENT

     

    ICG
PARTICIPATION AGREEMENT (as amended, supplemented or otherwise modified from
time to time, this “Participation
Agreement”) made as of November 9, 2010, between NORTH MILL CAPITAL LLC,
a Delaware Limited Liability Company, having an office at c/o Monitor Clipper
Partners, Two Canal Park, Fourth Floor, Cambridge, Massachusetts 02141 (“North Mill”), and
INTEGRATED CONSULTING GROUP, INC. having an office c/o Tri State Employment
Services, Inc., 160 Broadway, 15th Floor, New York, NY 10038 (“ICG” or the “Participant”).

     

    WITNESSETH:

     

    WHEREAS,
on or about October 29, 2010, North Mill acquired from Summa certain secured
financing arrangements originally between Summa (as the original lender
thereunder) and INTEGRATED CONSULTING GROUP OF NY LLC (“Borrower”), pursuant
to which North Mill has acquired and/or may hereafter make Advances to, and/or
has acquired and may hereafter incur obligations on behalf of
Borrower;

     

    WHEREAS,
pursuant to a Participation Agreement, dated as of October 29, 2010, between
North Mill and Summa Capital Corp. (“Summa” and such
agreement, the “Original Summa Participation
Agreement”), Summa acquired from North Mill and North Mill granted to
Summa a participation interest in its transactions with Borrower, upon the terms
and conditions therein set forth;

     

    WHEREAS,
pursuant to Amendment No. 2 to the Financing and Security Agreement dates as of
November 9, 2010 between North Mill and Borrower (“Amendment No. 2”),
the Credit Line was increased to $3,500,000 and pursuant to an Amended and
Restated Participation Agreement between North Mill and Summa (the “Summa Participation
Agreement”) dated as of November 9, 2010, the parties thereto provided
that Summa’s participation is only in the Credit Line and not the Additional
Credit Line.

     

    WHEREAS,
ICG desires to acquire from North Mill, and North Mill is agreeable to granting
to ICG, a participation interest in its Transactions with Borrower solely in
respect to the Additional Credit Line, upon the terms and conditions set forth
in this Participation Agreement.

     

    WHEREAS,
pursuant to Amendment No. 2 to the Financing and Security Agreement dates as of
November 9, 2010 between North Mill and Borrower (“Amendment No. 2”),
the Credit Line was increased to $3,500,000 and the Additional Credit Line
remained at $500,000.  The parties hereto desire to provide that the
Participant’s participation is only in the Additional Credit Line.

     

    NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereinafter
set forth, the parties hereto agree as follows:

     

    I.            DEFINITIONS.

     

    1.1                 “Advances” shall mean
all loans, advances, guarantees, accommodations or other extensions of credit
acquired by, made or to be made by North Mill to or on behalf of Borrower
pursuant to the Agreements under the Additional Credit Line, or funds used by
the Borrower pursuant to an order of a court of competent jurisdiction, whether
prior to or subsequent to the commencement of any Bankruptcy Case, and all other
items chargeable to Borrower’s account pursuant thereto.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    1.2                 “Agreements” shall
mean the written documents acquired by North Mill or between North Mill and
Borrower as described on Schedule “A” hereto,
copies of which are available to Participant, as heretofore or hereafter
modified, amended, supplemented and/or renewed, including, without limitation,
any future agreements between North Mill and Borrower, as a debtor-in-possession
after the commencement of a Bankruptcy Case.

     

    1.3                 “Amendment” shall
mean, collectively,(a) the letter agreement between Summa and the Borrower dated
October 24, 2010, (b) the Amendment to Financing and Security Agreement dated as
of October 29, 2010, between North Mill and Borrower and (c) the Second
Amendment to Financing and Security Agreement dated as of November 9, 2010,
between North Mill and Borrower.  For purposes of this Participation
Agreement, the Amendment shall be included as part of the
Agreements.

     

    1.4                 “Availability” shall
have the meaning ascribed to such term in Section 4.2.

     

    1.5                 “Bankruptcy Case”
shall mean any bankruptcy or insolvency case commenced by or against Borrower
under Title 11 of the United States Code, as amended (“Bankruptcy Code”) or
under any other Federal or State insolvency or bankruptcy statute.

     

    1.6                 “Collateral” shall
mean all property, security interests, and/or guarantees received by North Mill
pursuant to the Agreements or otherwise acquired by North Mill in connection
with the Transactions.

     

    1.7                 “Collections” shall
mean all monies received by North Mill as principal, interest, discount, bonus
or commissions on account of the Transactions or as proceeds of the
Collateral.

     

    1.8                 “Extraordinary
Expenses” shall have the meaning set forth in Section 3.9
hereof.

     

    1.9           
“Liquidation”
shall have the meaning set forth in Section 5.1
hereof.

     

    1.10                 
“Participant’s Agreed
Compensation” shall have the meaning set forth in paragraph
VIII(D).

     

    1.11                 “Participant’s Initial
Contribution” shall have the meaning set forth paragraph
VIII(B).

     

    1.12                 “Participant’s
Investment” shall mean all sums paid by Participant to North Mill on
account of its Participation hereunder, excluding Extraordinary Expenses, if
any, less all principal payments received by Participant in connection with the
Transactions.  The Participant’s Investment shall be adjusted, as
required on the Settlement Dates as set forth in paragraph VIII, ,such
that at all times, such Participant’s Investment shall be equal to 100% of all
Transactions, Advances, Collateral and Collections then due from the Borrower
under the Additional Credit Line to North Mill under the
Agreements.  For all purposes hereunder, the Participant’s Investment
is only in the Additional Credit Line and not the Credit Line.

     

    
      
         


      

      
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    1.13                 “Participant’s
Percentage” shall mean, with respect to the Additional Credit Line, one
hundred per cent (100%).

     

    1.14                 “Participation” shall
mean at any point in time Participant’s undivided pari passu 100%
interest in the Transactions, Advances, Collateral and Collections then due from
Borrower to North Mill under the Agreements but limited to the Additional Credit
Line.

     

    1.15                 “Transactions” shall
mean all actions taken and to be taken by North Mill, Borrower and/or any other
party in connection with the Agreements to the extent related to the Additional
Credit Line.

     

    Capitalized
terms not defined herein shall have the meanings set forth in either the
Amendment or in the Loan Agreement (as defined in the Amendment).

     

    II.          GRANT OF
PARTICIPATION.

     

    2.1                 North
Mill hereby grants to the Participant and Participant hereby accepts the
Participation.  Except as may otherwise be provided for in Section 3.9
of this Participation Agreement, or as the result of returned checks that were
previously applied to reduce the Borrower’s loan balance under the Agreements,
the Participant shall not be required to make contributions hereunder on account
of its Participation that would cause the aggregate principal amount of all such
contributions outstanding at any one point in time, to exceed Five Hundred
Thousand ($500,000.00) Dollars.

     

    III.         PROCEDURE.

     

    3.1                 North
Mill will keep records of all Advances under the Additional Credit Line and
Collateral appropriately marked so as to show the interest of Participant
therein and Participant or its designees may inspect same upon reasonable prior
notice, at reasonable times, during normal business hours.  North Mill
will, from time to time, at Participant’s request, furnish Participant with such
information as it may have with respect to the Agreements, the carrying out of
the provisions thereof and/or the financial condition and operations of the
Borrower.

     

    3.2                 North
Mill will deliver monthly statements to Participant showing the status of the
Transactions as of the end of the preceding month with each settlement of
Participant’s Participation or at such other times as North Mill and Participant
may agree.

     

    3.3                 Participant
acknowledges that North Mill has not made and does not make any representations
or warranties, express or implied, as to the Borrower’s financial conditions, or
with respect to the validity, enforceability, collectability, priority or
perfection of the Agreements, the Transactions or the Collateral, and that
Participant is fully familiar with, has made its own independent evaluation and
determination of, and approves of all the details thereof.

     

    3.4                 All
Collections received by North Mill in connection with the Transactions will be
applied to the Borrower’s account with North Mill at such time and manner
provided for in the Agreements.

     

    
      
         


      

      
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    3.5                 Upon
North Mill’s receipt of a borrowing request from Borrower, it shall promptly
give notice of such borrowing request to Participant.  If the funding,
in whole or in part, of such borrowing request from Borrower would cause the
amount of all Transactions, Advances, and Collections due from Borrower to North
Mill under the Credit Line under the Agreements to exceed $3,500,000.00, and
provided that notice of such borrowing request from the Borrower shall have been
given to Participant by no later than 2:00 p.m. on a day when North Mill’s
primary lending source is open for business (a “Business Day”),
Participant shall remit to North Mill, so as to insure its receipt by North Mill
by no later than 4:30 p.m. on the same day (or if the same day is not a Business
Day then the next Business Day), its Participant’s Percentage of the amount of
such borrowing request from the Additional Credit Line, via wire transfer of
immediately available federal (U.S.) funds, pursuant to wire transfer
instructions provided by North Mill to Participant, from time to
time.  With respect to a borrowing request covered by this Section
3.5, North Mill shall be under no obligation to advance to Borrower any of its
own funds on account of Participant’s Percentage of a borrowing request under
the Additional Credit Line, unless it shall have first received, as herein above
provided, such amount from Participant prior to the funding of that day’s
borrowing request under the Additional Credit Line.  Without limiting
the foregoing obligation, if at any time during the term hereof, Participant
fails to remit amounts due to North Mill hereunder, Participant shall pay North
Mill interest on such amount at the same rate of interest due by Borrower under
the Agreements for the period from the date when such payment should have been
made through and including the date such amount is actually received by North
Mill.  Until such time as Participant remits the amount(s) due to
North Mill hereunder or under Section 3.6 below, any other amounts due to
Participant hereunder will be used to pay the amounts owed by Participant to
North Mill pursuant hereto.  All payments required by Participant
under this Participation Agreement shall be made without set-off, counterclaim
or deduction of any kind.   Notwithstanding anything to the
contrary contained herein, North Mill shall not provide notice to Participant
for any funding under the Additional Credit Line unless and until the amount of
all Transactions, Advances, and Collections due from Borrower to North Mill
under the Credit Line under the Agreements is $3,500,000.00 and Participant’s
obligation to fund any amounts under the Additional Credit Line shall be limited
to the amount by which any borrowing request by Borrower would cause the amount
of all Transactions, Advances, and Collections due from Borrower to North Mill
under the Credit Line under the Agreements to exceed $3,500,000.00.

     

    3.6                 Intentionally
Omitted

     

    3.7                 On
each Settlement Date, as defined in the Summa Participation Agreement, that
occurs after the second Business Day of the month, unless North Mill shall have
declared the Borrower’s account in Liquidation, North Mill shall pay to the
Participant the Participant’s Agreed Compensation, earned on Participant’s
Investment outstanding on each Settlement Date as set forth in paragraph VIII,
with respect to the preceding month, provided and to the extent the
Participant’s Agreed Compensation earned on Participant’s Investment has been
paid (either in cash or by way of a charge against availability in the
Borrower’s loan account which does not cause or create an over advance) to North
Mill by the Borrower.  Participant and Lender agree that subject to
the following sentence, all payments in respect of the principal of the
Revolving Loans and interest thereon received by the Lender shall be first
applied to Revolving Loans under the Credit Line until such Revolving Loans have
been paid in full and then to outstanding Revolving Loans under the Additional
Credit Line.  Notwithstanding the provisions of the preceding
sentence, upon the maturity of the Revolving Loans or earlier payment thereof as
a result of a foreclosure sale (or series of related sales), of the Collateral
or a sale of the Borrower or substantially all of the assets of the Borrower or
other liquidation of the Collateral, payments received at maturity or from such
sale (or series of related sales) or other liquidation of the Collateral shall
be applied ratably to each of North Mill’s, ICG’s and Summa’s pro rata interest
in the amounts outstanding under each of the Revolving Loans under the Credit
Line and Additional Credit Line, taken as a whole, net of Extraordinary
Expenses, based on the outstanding principal balance thereof immediately prior
to such maturity or sale (or series of related sales).  All payments
due from North Mill to the Participant shall be made without set-off,
counterclaim or deduction of any kind except as expressly set forth
herein.

     

    
      
         


      

      
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    3.8                 North
Mill does not assume, and shall not have any  direct or contingent
liability to Participant for the repayment of any part of Participant’s
Investment or any of Participant’s Agreed Compensation, except to the extent
that North Mill has received such payments from the Borrower, except for losses
occasioned by North Mill’s gross negligence or willful misconduct

     

    3.9                 North
Mill shall bear all costs and expenses of managing and servicing the
Transactions except for Extraordinary Expenses.  Such Extraordinary
Expenses (to the extent not paid by Borrower in cash) shall be borne by North
Mill, Summa and the Participant as set forth herein.  For purposes
hereof, Extraordinary Expenses consist of out-of-pocket costs and expenses and
shall include, but no be limited to, reasonable attorneys’ fees and
disbursements, court costs and the fees of any outside agency, incurred in
connection with any amendments and supplements to and restatements and
replacements of any of the Agreements, enforcement of any rights or remedies
against the Borrower or any guarantor or with regard to any Collateral, or for
the protection and preservation of any Collateral, or in defending any action or
opposing any claim asserted at any time by Borrower or any stockholder,
guarantor, receiver, or trustee in bankruptcy or any alleged claim of usury,
ultra vires
action or invalidity or any alleged preferential or fraudulent transfer or any
other claim in connection with the validity or enforceability of the
Transactions or the Collateral or any claim alleging a violation of any federal,
state or local environmental law or regulation.  North Mill, Summa and
Participant shall each bear, as set forth herein, its pro rata share of all
amounts paid or incurred by North Mill on account of any such claim or action,
including, but not limited to, any payment, compromise or settlement made by
North Mill, after the commencement of any Bankruptcy Case, to the Borrower, as a
debtor-in-possession, any trustee, any creditor or creditor representative of
Borrower or any other party in interest in any such Bankruptcy Case, provided that any
settlement, compromise or payment by North Mill on account of any such claim or
action shall be with consent of Participant which consent shall not unreasonably
be withheld or delayed or shall be pursuant to a Final Order entered by a court
of competent jurisdiction.  Upon maturity of the Revolving Loans or
the earlier payment thereof as a result of a foreclosure sale (or series of
related sales) of the Collateral or a sale of the Borrower or substantially all
of the assets of the Borrower or other liquidation of the Collateral, payment of
Extraordinary Expenses, to the extent therefore not paid by the Borrower shall
be paid and/or netted out from payments received from such sale (or series of
related sales) or other liquidation of the Collateral.

     

    IV.         MANAGEMENT.

     

    4.1                 All
of the Advances and Transactions will be conducted in North Mill’s name and all
Collateral and Collections held by North Mill in its sole
name.  Participant shall have no direct or other interest in any
Collateral or right to enforce any claim with respect to any Collateral except
to the extent North Mill has liquidated and received the proceeds of Collateral,
in which event North Mill shall pay Participant’s Percentage as otherwise
provided for herein.  North Mill shall have the right to service,
manage, perform and enforce the terms of the Agreements and to exercise all
privileges and rights exercisable or enforceable by it thereunder, according to
North Mill’s discretion and the exercise of its normal business
judgment.  North Mill shall have the sole and exclusive right to make
all decisions in connection with the Agreements and Participant shall not take
or maintain any actions inconsistent with North Mill’s exclusive right to manage
the rights of the Lender under the Agreements.

     

    
      
         


      

      
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    4.2                 North
Mill shall not, intentionally and with actual knowledge, make Advances to the
Borrower under the Additional Credit Line pursuant to the Agreements which would
knowingly cause the aggregate amount of the total outstanding Advances under the
Additional Credit Line to exceed the maximum amount of such Advances available
to the Borrower pursuant to the advance formulas with respect to Eligible
Receivables set forth in the Agreements (the “Availability”),
except: (a) in the event North Mill first obtains actual knowledge that total
outstanding Advances exceed the Availability after the date such Advances were
made, or in the event that, in connection with an order of a court of competent
jurisdiction authorizing the use of cash collateral during the pendency of a
Bankruptcy Case, the total outstanding Advances exceed the Availability, North
Mill shall use all reasonable efforts to make arrangements with the Borrower,
acceptable to North Mill, intended to eliminate such excess amounts within a
reasonable time; and (b) North Mill may, from time to time and without
Participant’s consent, make Advances under the Additional Credit Line with
actual knowledge that such Advances will cause the total outstanding Advances
under the Additional Credit Line to exceed the Availability by an amount which
shall not exceed Ten Thousand ($10,000) Dollars in the aggregate, nor shall the
aggregate amount of North Mill’s Advances under the Additional Credit Line to
Borrower exceed Five Hundred Thousand ($500,000.00) Dollars outstanding at any
time.

     

    4.3                 Any
Advances under the Additional Credit Line made by North Mill in excess of the
limitation set forth herein and without Participant’s consent shall be for North
Mill’s sole account and risk and as between North Mill and Participant,
repayment thereof to North Mill shall be junior to that portion of the Advances
under the Additional Credit Line made within such limitations.

     

    4.4                 North
Mill shall use normal prudence and judgment in the servicing of the Transactions
and in the carrying out of the terms of the Agreements.  North Mill
shall not have any liability to Participant with respect to any action taken or
omitted to be taken by North Mill, its employees or agents, in connection with
the Agreements or for any error in judgment, except for its own gross negligence
or willful misconduct.  North Mill does not assume, and shall not
have, any responsibility or liability, express or implied, for the
enforceability or collectibility of the Agreements, the Collateral or the
condition of Borrower or of any guarantor, financial or otherwise, for the
accuracy of any credit or other information furnished by Borrower or a
guarantor, unless North Mill has acted with gross negligence or willful
misconduct.  Participant acknowledges that it has made its own
independent investigation of Borrower and all guarantors, that it has had access
to all information with respect to Borrower and all guarantors and North Mill
that it wished to have and an opportunity to make such inquiry of Borrower as to
Borrower’s condition and the condition of all guarantors, financial or
otherwise, and the arrangements between Borrower and North Mill and inquiry of
North Mill in connection therewith as Participant determined to be necessary or
appropriate.

     

    
      
         


      

      
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    4.5                 North
Mill shall not, without the Participant’s prior written consent, modify amend or
supplement the Agreements in any material respect, or release or discharge
Borrower, any of the Collateral or any Guarantors, except as provided for in the
Agreements.  Notwithstanding any provision of this Participation
Agreement to the contrary, North Mill shall not, without the prior written
consent of the Participant, (a) waive the repayment of or compromise the
principal or interest payable with respect to any Advances or other amounts due
under the Agreements other than in connection with a non-consensual
foreclosure sale of Collateral to which Borrower is not a party or to which it
has not consented in writing, (b) extend the maturity date of any Advance
under the Additional Credit Line or the termination date of the credit facility
established under the Agreements or (c) in the connection with any consensual foreclosure sale of Collateral to which Borrower is a party or to which it has
consented in writing, accept any purchase price that will not result in
North Mill (and therefore the Participant’s) receiving payment in full of all
amounts due North Mill under the Agreements.

     

    4.6                 Nothing
herein contained shall confer upon either North Mill or Participant any
proprietary interest in, or subject either of them to any liability for or in
respect of, the business, assets, profits, losses or obligations of the other,
except only as to the Transactions with Borrower to the extent of the
Participation.  Participant shall not sell, pledge, assign,
sub-participate or otherwise transfer all or any part of its Participation to
any party other than an affiliate, without North Mill’s prior written
consent.  Participant warrants and represents to North Mill that no
part of the funds that it has or may hereafter invest in its Participation
Interest have been borrowed from or otherwise advanced by Borrower, any
Guarantor or any affiliate or related party to the Borrower or a
Guarantor.  North Mill agrees that except for (i) sales, pledges,
assignments or transfers made pursuant to any of its secured credit facilitates,
in place from time to time, and (ii) as part of a sale, assignment or transfer
of all or substantially all of North Mill’s loan portfolio, North Mill shall not
otherwise sell, pledge, assign, sub-participate or otherwise transfer all or any
part of its interest in the Agreements to any party other than or affiliate,
without Participant’s prior written consent.

     

    V.          LIQUIDATION.

     

    5.1                 At
any time when Borrower shall be in default under the Agreements, North Mill may,
at its option, declare the Borrower’s account in “Liquidation” and exercise all
of North Mill’s other rights under the Agreements.  Thereafter, all
Collections received shall be applied first to the payment of Extraordinary
Expenses in accordance with the terms hereof, then to the unpaid balance of the
Advances under the Credit Line, then to unpaid balances under the Additional
Credit Line and any surplus to which North Mill is entitled under the Agreements
shall be shared by North Mill, Summa and Participant in the proportion that the
aggregate unpaid amount of each of Summa’s Agreed Compensation (as such term is
defined in the Summa Participation Agreement), Participant’s Agreed Compensation
and North Mill’s 85.72% share of all Transactions, Collateral and Collections
under the Credit Line each bear to the aggregate amount of compensation that
should have been paid by Borrower pursuant to the
Agreements.  Notwithstanding the preceding provisions of this
sentence, upon the date on which final settlement of all amounts due under this
Participation Agreement and the Summa Participation Agreement are to be
determined as the result of the maturity of the Revolving Loans or if, earlier,
as a result of a foreclosure sale (or series of related sales), of the
Collateral or the Borrower or other liquidation of the Collateral, payments
received at maturity or from such sale (or series of related sales) or other
liquidation of the Collateral net of Extraordinary Expenses permitted to be
charged thereto pursuant to Section 3.9, shall be applied ratably to Revolving
Loans under the Credit Line and Additional Credit Line based on the outstanding
principal balance thereof immediately prior to such maturity or sale (or series
of related sales) or other liquidation of the Collateral.  After the
occurrence of a declared Event of Default under the Agreements, North Mill shall
not be obligated to make additional Advances under the Additional Credit Line,
nor shall Participant be obligated to make additional contributions, except as
provided in Section
3.9 above.  North Mill agrees to promptly provide Participant
with copies of all notices of default or other material notices issued to
Borrower under the Agreements and all amendments or modifications to the
Agreements.

     

    
      
         


      

      
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    5.2                 In
the event that it appears likely that the Transactions will result in a loss of
principal of income by either North Mill or Participant, then any property,
monies or security held by or on deposit with either North Mill or Participant
in connection with other transactions with Borrower arising independently of the
Agreements, shall, to the extent permitted by law, and after said other
transactions have been repaid in full, be applied as Collections
hereunder.

     

    5.3                 In
the event that North Mill charges to Borrower’s account any liabilities,
indebtedness or obligations of Borrower arising independently of the Agreements,
such as Borrower’s liability for purchases from other concerns factored or
financed by North Mill, same shall not be deemed Advances for the purposes of
this Agreement and the Collections shall be applied first to payment in full of
the Borrower’s obligations arising out of the Agreements.

     

    VI.         TERM;
TERMINATION.

     

    
      6.1         (a)          
This Participation Agreement shall have a term ending on the Additional Credit
Line Termination Date (as such term is defined in Amendment No. 2) unless
terminated by North Mill at any time, upon not less than ten (10) days notice to
Participant provided, that the
terms and conditions hereof shall continue to govern the rights of the parties
hereto with respect to all amounts advanced hereunder as of such Additional
Credit Line Termination Date.  As of the effective date set forth in
such notice, Participant shall cease to be obligated to make and North Mill
shall cease to be obligated to accept additional contributions
hereunder.

       

    

    (b)           Notwithstanding
the foregoing; this Participation Agreement shall be applicable both before and
after the commencement of any Bankruptcy Case and all converted and succeeding
cases in respect thereof.  The relative rights, as provided for in
this Participation Agreement, of North Mill and Participant to payment of the
Advances and in or to any distributions from or in respect of any Collateral or
proceeds of Collateral or other Collections shall continue after the
commencement of any such Bankruptcy Case on the same basis as prior to the date
of the commencement of any such Bankruptcy Case, as provided in this Agreement,
subject to any court order approving the financing of Borrower on the same terms
and conditions presently set forth in the Agreements or use of cash collateral
by Borrower as a debtor-in-possession.  If Borrower shall become
subject of a Bankruptcy Case and an Order is entered authorizing the use of cash
collateral or if North Mill wishes to provide financing to Borrower secured by
the Collateral and other property of Borrower as debtor-in-possession under
either Section 363 or 364 of the Bankruptcy Code (“DIP Financing”), then
Participant’s Participation shall continue with respect to the DIP Financing and
Participant shall have all of the rights and obligations with respect to the DIP
Financing as are set forth in this Agreement.

     

    6.2                 North
Mill shall have the option as of the effective date of such notice described in
Section 6.1(a)
to repay to Participant the outstanding balance of the Participant’s Investment,
plus Participant’s Agreed Compensation at the rate provided for in paragraph
VIII hereto.  The parties shall thereupon be relieved of any further
liability to the other in connection herewith, except that the provisions of
Section 3.9 shall subsist after termination hereof.  North Mill may
enter into additional Transactions with Borrower after the effective date of
such notice and such additional Transactions shall be for North Mill’s own
account, and Participant shall have no rights or interest therein or liability
therefor.

     

    
      
         


      

      
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    VII.        GENERAL.

     

    7.1                 All
notices provided for herein shall be in writing and hand-delivered, telecopied.
electronic mail or mailed by United States first class mail to the respective
parties at the addresses first set forth above, or at such other addresses as
either of them shall have specified to the other in writing.

     

    7.2                 This
Participation Agreement: (a) shall be binding upon and inure to the benefit of
the parties hereunder and their respective legal representatives, successors and
assigns; (b) shall be governed, constructed and interpreted in all respects in
accordance with the laws of the State of New York; and (c) may not be modified,
amended, terminated or otherwise changed orally or by any course of dealing or
in any manner except by an agreement in writing signed by the duly authorized
officer of the party to be charged.

     

    7.3                 Each
of the parties hereby expressly submits and consents in advance to the
jurisdiction of the Supreme Court of the State of New York in the County of New
York in any action or proceeding commenced by the other in such court with
reference to any claim or this Agreement or to any matter arising
therefrom.  Each of
the parties hereby waives the right to trial by jury in any such action or
proceeding and personal service of any summons, complain, writ, process and/or
papers may be made by registered or certified mail addressed to the party to be
served at the address to which notices are to be sent pursuant to Section 7.1
hereof.  The party so served shall have 30 days to appear to
answer thereto.

     

    VIII.       MISCELLANEOUS.

     

    A.           The
Agreements consist of the following:

     

    See Schedule “A” attached hereto and
made a part hereof.

     

    B.           “Participant’s Initial
Contribution”:  $0 which was paid on November 9,
2010.

     

    C           Settlement
Date:  As set forth in Sections 3.5 and 3.7, as
applicable.

     

    D.           “Participant’s Agreed
Compensation”:  Interest on Participant’s Investment as the
same may be outstanding from time to time, from the date hereof shall be at the
same rate as the rate charged by North Mill to Borrower pursuant to the
Agreements.

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have caused these presents to be executed as of the
day and year first above written.

     

    
      
        
          	 
      	
                  NORTH
      MILL CAPITAL LLC

                
	 
      	 
      
	 
      	
                  By:

                	
                     /s/  Jeffrey
      Goldrich

                
	 
      	
                  Name:

                	
                  Jeffrey
      Goldrich

                
	 
      	
                  Title:

                	
                  President

                


        

      

    

    


    
      
        
          
            	 
      	
                    INTEGRATED
      CONSULTING GROUP, INC.

                  
	 	 
	 
      	
                    By:

                  	
                       /s/  Jay
      Schecter

                  
	 
      	
                    Name:

                  	
                    Jay
      Schecter

                  
	 
      	
                    Title:

                  	
                    Chief
      Executive Officer

                  


          

        

      

    

     

    [Signature
Page to the ICG Participation Agreement]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
A

     

    
      	
              1.

            	
              Financing
      and Security Agreement between Borrower and Summa Capital Corp (“Summa”), dated
      as of October 23, 2009, as amended by a letter agreement between Summa and
      the Borrower dated October 24, 2010, an Amendment thereto, dated as of
      October 29, 2010, and a Second Amendment thereto, dated as of November 8,
      2010.

            


    

     

    
      	
              2.

            	
              Limited
      Liability Company Interest Pledge Agreement from each The Tuttle Agency,
      Inc., Tuttle Agency of New Jersey, Inc., Tuttle Specialty Services Inc.
      and Segue Search of New Jersey Inc. (“Transferors”)
      to Summa, each dated as of October 23,
2009.

            


    

     

    
      	
              3.

            	
              Pledge
      Security Agreement in connection with Limited Liability Company Interest
      Pledge Agreement from each Transferor to Summa, dated as of October 23,
      2009.

            


    

     

    
      	
              4.

            	
              Guaranty
      of Eric Goldstein to Summa, dated October 23,
  2009.

            


    

     

    
      	
              5.

            	
              Joint
      and Several Guaranty by each Transferor of to Summa, dated October 23,
      2009.

            


    

     

    
      	
              6.

            	
              Integrated’s
      Survival Letter Agreement with Summa, dated October 23,
    2009.

            


    

     

    
      	
              7.

            	
              Tax
      Information Authorization from Integrated to Summa, dated October 23,
      2009.

            


    

     

    
      	
              8.

            	
              Collections
      Agreement by and among GT System, Inc. and its affiliates (“GT”), Rosenthal
      & Rosenthal Inc. (“Rosenthal”) and
      Summa, dated October 23, 2009.

            


    

     

    
      	
              9.

            	
              Commission
      Agreement between Transferors and Integrated, dated October 23,
      2009.

            


    

     

    
      	
              10.

            	
              Collateral
      Assignment of Commission Agreement from Transferors to Rosenthal, dated as
      of October 23, 2009.

            


    

     

    
      	
              11.

            	
              Side
      Letter, dated October 23, 2009, regarding Commission
    Agreement

            


    

     

    
      	
              12.

            	
              Intercreditor
      Agreement, dated as if October 23, 2009, by and among Summa, Rosenthal and
      Transferors

            


    

     

    
      	
              13.

            	
              Service
      Agreement between GT and Integrated, dated October 23,
    2009.

            


    

     

    
      	
              14.

            	
              Bills
      of Sale from Transferors to Integrated, each dated as of dated October 23,
      2009.

            


    

     

    
      	
              15.

            	
              Operating
      Agreement of Integrated, dated October 23,
2009.

            


    

     

    
      	
              16.

            	
              Subordination
      Agreement between Eric Goldstein and the Transferors, dated October 23,
      2009.

            


    

     

    
      	
              17.

            	
              Subordinated
      Security Agreement, by and among Integrated, Transferors and The Tuttle
      Agency, Inc., dated as of October 23,
2009.

            


    

     

    
      	
              18.

            	
              Consent
      Agreement, by and among GT Systems Inc. and certain of its affiliates
      (collectively, “GT”) and
      Rosenthal, dated as of October 23,
2009.

            


    

     

    
      	
              19.

            	
              Assumption
      Agreement by and among Diversity Staffing, Inc., Personnel Touch Resources
      LLC, JD & Tuttle Hospitality Staffing Inc., TDF Consulting Group,
      Inc., Accounteknology Group Inc., Noor Associates, Inc. and Tuttle
      Specialty Services, Inc. in favor of Rosenthal, dated as of October 23,
      2009.

            


    

     

    
      	
              20.

            	
              Pledge
      Security Agreement by and among the Transferors and Rosenthal, dated as of
      October 23, 2009

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              21.

            	
              Letter
      agreement dated October 24, 2010 between Summa and
    Integrated.

            


    

     

    
      	
              22.

            	
              Assignment
      and Assumption Agreement among GT, Corporate Resource Development, Inc.,
      Rosenthal, Integrated and Summa – April 5,
2010

            


    

     

    
      	
              23.

            	
              Amended
      and Restated Service Agreement-April 5,
2010

            


    

     

    
      	
              24.

            	
              Modification
      Agreement-April 5, 2010