Exhibit
10.27


[EXECUTION
COPY]


AMENDMENT AGREEMENT UNDER WOODRIDGE LABS CREDIT AGREEMENT


AMENDMENT AGREEMENT, dated as of April
17, 2007 (“this Agreement”), under the Credit Agreement, dated as of March 9, 2006
(as amended, supplemented, amended and restated or otherwise modified from time
to time, the “Credit Agreement”), by and
among: (a) WOODRIDGE LABS, INC. (formerly
known as “W Lab Acquisition Corp.”), a Delaware corporation (hereinafter,
together with its successors in title and assigns, called the “Borrower”);
(b) NEXTERA ENTERPRISES, INC., a Delaware
corporation (hereinafter, together with its successors in title and assigns,
called the “Parent Company”
and, together with the Borrower, called, collectively, the “Principal Companies” and, singly, a
“Principal Company”); (c)
the several financial institutions from time to time party to the Credit
Agreement as lenders thereunder (collectively, “Lenders” and, individually, a “Lender”); and (d) NEWSTAR
FINANCIAL, INC., as the administrative agent for the Lenders
(hereinafter, together with its successors as the administrative agent for the
Lenders, called the “Administrative Agent”).  Capitalized terms used in this Agreement and
not otherwise defined herein have the meanings assigned to such terms in or by reference
in the Credit Agreement.


SECTION 1.                            Background.  The
Borrower and the Parent Company have requested that the Lenders agree to amend
certain provisions of the Credit Agreement, and the Lenders have agreed to
amend the Credit Agreement on the terms and subject to the conditions set forth
in this Agreement.


SECTION 2.                            Amendment of Credit
Agreement.  Effective on and as of April 17, 2007 (“Effective Date”), but, subject, always,
to the execution and delivery of this Agreement by the Principal Companies and
each of the Lenders and to the satisfaction of each of the other conditions
precedent set forth in Section 3, the Lenders hereby agree with the
Principal Companies to amend the Credit Agreement as follows:


(a)                                        New Defined Terms.  Article 1 of the Credit Agreement is
hereby amended by inserting the following new definitions in the appropriate
alphabetical order in Article 1:


“Intercompany
Subordination Agreement” means the Intercompany Subordination Agreement, in or substantially in
the form of Exhibit B to the 2007 Amendment, to be executed and
delivered to the Administrative Agent by the Parent Company and the Borrower.


“Liquidity” means, in relation to any Person as at any
date, the aggregate amount of the Unrestricted Cash of such Person as at such date,
as determined on a stand-alone basis in accordance with GAAP.


“Overhead Expenses” means, in relation to any Person,
collectively, (a) all corporate overhead costs and expenses (including, without
limitation, legal, auditing and accounting expenses and other similar costs and
expenses) of such Person, and (b) all franchise taxes and federal, state and
local income taxes, and interest and penalties with respect thereto, of such
Person, all as determined in accordance with GAAP.


“Permitted Intercompany
Loan” means any
loan or advance made to the Borrower in cash by the Parent Company prior to, on
or after the 2007 Amendment Effective Date; provided, however,
that, for purposes of this Agreement, any such loan or advance shall constitute
a “Permitted Intercompany Loan” only if each of the following conditions shall
be satisfied with respect to such loan or advance and also with respect to any
Indebtedness of the Borrower with respect to such loan or advance, and any













Indebtedness
of the Borrower under or with respect to any Instruments evidencing or
governing such loan or advance:


(a)                              such Indebtedness shall not be Guaranteed by
any of the other Subsidiary Loan Parties or secured by any Property of the
Borrower or any of the other Subsidiary Loan Parties;


(b)                             such Indebtedness shall not be subject to any
mandatory prepayment or mandatory repayment of any principal thereof, or
otherwise subject to any mandatory redemption or repurchase agreements, at any
time prior to the first anniversary of the Final Maturity Date;


(c)                              the annual interest rate from time to time
applicable to such Indebtedness shall not exceed the annual rate of seven
percent (7%);


(d)                             the making by the Borrower of any payments in
cash of (i) any principal of or interest on any such Indebtedness, or (ii) any
fees, commissions or other transaction costs or expenses in connection with the
making of any such loans or advances, shall at all times remain subject to the
restrictions and limitations set forth in Section 7.6 of this Agreement;


(e)                              such Indebtedness shall at all times be and
remain subordinated to the Obligations upon the terms and subject to the
conditions contained in the Intercompany Subordination Agreement, and the other
terms and conditions applicable to such Indebtedness, including terms and
conditions relating to covenants, defaults and other provisions, shall (when
taken as a whole) be satisfactory in all material respects to the
Administrative Agent;


(f)                                such Indebtedness shall at all times be
evidenced by one or more promissory notes of the Borrower payable to the order
of the Parent Company, and each of such promissory notes shall, promptly after
the execution and delivery thereof by the Borrower, be delivered in pledge by
the Parent Company to the Administrative Agent in accordance with the terms
contained in the Pledge Agreement, together with undated Instruments of
transfer signed in blank by the Parent Company;


(g)                             the aggregate principal amount of all of such
loans or advances from time to time outstanding shall not exceed the sum
of (i) the aggregate unpaid principal amount outstanding from time to time of
all Permitted Intercompany Loans made to the Borrower on or prior to the 2007
Amendment Effective Date, all as contemplated by Section 3(d)(iii) of
the 2007 Amendment, plus (ii) $1,000,000; and


(h)                             after giving effect to the making of each
such loan or advance, the Parent Company shall have Unrestricted Cash in an
aggregate amount not less than $200,000.


“Permitted Investments” means, collectively, in relation to the
Parent Company, cash Investments in the Parent Company made by way of (a)
Permitted Investor Loans to the Parent Company, or (b) the purchase from the
Parent Company of Permitted Equity Interests of the Parent Company.


“Permitted Investor
Debt” means any
Indebtedness of the Parent Company with respect to any loan or advance made in
cash to the Parent Company by any member



 2
 









or
members of the Existing Investor Group or any of their Affiliates, and any
Indebtedness of the Parent Company under or with respect to any Instruments
evidencing or governing any such loan or advance; provided, however,
that, for purposes of this Agreement, any such Indebtedness shall constitute “Permitted
Investor Debt” only if:


(a)                              such Indebtedness shall not be Guaranteed by
the Borrower or any of the other Subsidiary Loan Parties or secured by any
Property of the Parent Company, the Borrower or any of the other Subsidiary
Loan Parties;


(b)                             such Indebtedness shall not be subject to any
mandatory prepayment or mandatory repayment of any principal thereof (other
than prepayments or repayments constituting Permitted Investor Debt Exchanges
of such Indebtedness), or otherwise subject to any mandatory redemption or
repurchase agreements (other than redemptions or repurchases constituting
Permitted Investor Debt Exchanges of such Indebtedness), at any time prior to
the first anniversary of the Final Maturity Date;


(c)                              the annual interest rate from time to time
applicable to such Indebtedness shall not exceed the annual rate of seven
percent (7%);


(d)                             the making by the Parent Company of any
payment in cash of any principal of or interest on any such Indebtedness shall
at all times remain subject to the restrictions and limitations set forth in Section
7.6 of this Agreement;


(e)                              each of the holders of any such Indebtedness
shall at all times remain bound by a Standstill Agreement, and the exercise by
any holder or holders thereof of any remedies with respect to any such
Indebtedness or Liens securing any such Indebtedness shall at all times remain
subject to the restrictions and limitations set forth in a Standstill
Agreement;


(f)                                the other terms and conditions applicable to
such Indebtedness, including terms and conditions relating to covenants,
defaults and other provisions, shall (when taken as a whole) be satisfactory in
all material respects to the Administrative Agent; and


(g)                             the entire proceeds of each loan or advance
to which such Indebtedness relates shall (except as and to the extent that the
Administrative Agent shall otherwise expressly agree) be used by the
Parent Company only for any of the following purposes:  (i) making
Permitted Intercompany Loans to the Borrower; (ii) paying Overhead Expenses of
the Parent Company; (iii) making Investments in the Borrower or any of the
other Subsidiary Loan Parties by way of (A) capital contributions, or (B) the
purchase of Permitted Equity Interests; or (iv) financing the Amount of any
Permitted Acquisitions and any related transaction costs.


“Permitted Investor Debt Exchange”
means, in relation to any Permitted Investor Debt at any time remaining unpaid,
(a) the exchange or surrender of such Permitted Investor Debt by the holder or
holders thereof for Permitted Equity Interests of the Parent Company, or (b)
the redemption or repurchase of such Permitted Investor Debt by the Parent
Company in exchange for Permitted Equity Interests of the Parent Company.



 3
 









“Permitted Investor
Loan” means any
loan or advance made in cash to the Parent Company by any member or members of
the Existing Investor Group or any of their Affiliates; provided, however,
that, for purposes of this Agreement, any such loan or advance shall constitute
a “Permitted Investor Loan” only if all Indebtedness of the Parent Company with
respect to such loan or advance, and all Indebtedness of the Parent Company
under or with respect to any Instruments evidencing or governing such loan or
advance, shall at all times be and remain Permitted Investor Debt of the Parent
Company.


“Restricted Cash” means, in relation to any Person, all cash
and cash equivalents of such Person that: 
(a) are held in trust for any other Person or Persons; (b) are subject
to escrow or other similar arrangements in connection with Acquisition
transactions or otherwise; (c) are subject to any Liens of the kind described clause
(e) or clause (f) of Section 7.1; or (d) are pledged as cash
collateral or the like to secure any Indebtedness of such Person other than the
Obligations, all as determined in accordance with GAAP.


“Restriction
Termination Date”
means the later of: (a) the date on which the Administrative Agent shall
receive from the Parent Company the audited consolidated financial statements
of the Parent Company and its Subsidiaries, complying with the provisions of Section
6.1(a), for the Parent Company’s Fiscal Year ending December 31, 2007; or
(b) the date on which the Administrative Agent shall receive from the Principal
Companies a Compliance Certificate, complying with the provisions of Section
6.2(a)(i), showing to the reasonable satisfaction of the Administrative
Agent that the Consolidated Leverage Ratio of the Borrower and the other
Subsidiary Loan Parties as of the last day of the Measurement Period covered by
such Compliance Certificate is 2.75:1.00 or less.


“Standstill
Agreement” means any Standstill Agreement, in or substantially in
the form of Exhibit C to the 2007 Amendment, executed and delivered by
any holder or holders of any Permitted Investor Debt, the Parent Company and
the Administrative Agent.


“2007 Amendment” means the Amendment Agreement, dated as of
April 17, 2007, by and among the Principal Companies, the Lenders and the
Administrative Agent.


“2007 Amendment
Effective Date”
means April 17, 2007.


“2007 Investment
Agreement” means
the Funding Agreement, dated as of April 16, 2007, by and among the Parent
Company, the Borrower and certain members of the Existing Investor Group and
their Affiliates, upon the terms and subject to the conditions of which (among
other things) the Parent Company is to receive certain Permitted Investor
Loans.


“2007 Investment
Documents” means,
collectively, (a) the 2007 Investment Agreement, and (b) all material
agreements, Instruments, certificates and Governing Documents executed and/or
delivered in connection therewith.


“2007 Investments” means, collectively, (a) the Investments in
the Parent Company made or to be made upon the terms and subject to the
conditions contained in the 2007 Investment Documents, (b) the $500,000 cash
deposit transferred to the Parent Company on or about March 29, 2007 out of the
escrow arrangements created under the WL Purchase Agreement, and (c) the
$1,500,000 cash deposit transferred to the Parent



 4
 









Company
on or immediately prior to the 2007 Amendment Effective Date out of the escrow
arrangements created under the WL Purchase Agreement.


“Unrestricted Cash” means, in relation to any Person, all cash
and cash equivalents of such Person, other than Restricted Cash of such Person,
all as determined in accordance with GAAP.


(b)                               Amended and Restated Defined Terms.  Article 1 of the Credit Agreement is
hereby further amended by amending and restating in its entirety each of the
following defined terms:


“Aggregate
Revolving Commitment” means the combined Revolving Commitments of all
of the Revolving Lenders: (a) in the maximum aggregate amount of $5,000,000 at
all times prior to the 2007 Amendment Effective Date; and (b) in the maximum
aggregate amount of $2,750,000 from and after the 2007 Amendment Effective
Date.  The amount of the Aggregate
Revolving Commitment may be reduced from time to time upon the terms contained
in this Agreement.


“Applicable
Margin” means, with respect to any of the Loans, a percentage,
per annum, determined by reference to the
Consolidated Adjusted Leverage Ratio with respect to the Parent Company and its
Subsidiaries in effect from time to time, all as set forth in the Pricing Grid  below:


	
  PRICING GRID

  	
   

  
	
  Consolidated Adjusted

  Leverage Ratio

  	
   

  	
  Base Rate

  Loans

  	
   

  	
  Eurodollar

  Rate Loans

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  > 4.00:1.00

  	
   

  	
  3.250

  	
  %

  	
  4.500

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  < 4.00:1.00  > 3.50:1.00

  	
   

  	
  2.750

  	
  %

  	
  4.000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  < 3.50:1.00 > 3.00:1.00

  	
   

  	
  2.500

  	
  %

  	
  3.750

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  < 3.00:1.00 > 2.50:1.00

  	
   

  	
  2.250

  	
  %

  	
  3.500

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  < 2.50:1.00 > 1.50:1.00

  	
   

  	
  2.000

  	
  %

  	
  3.250

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  <
  1.50:1.00

  	
   

  	
  1.750

  	
  %

  	
  3.000

  	
  %

  



 


The “Applicable Margin” shall be determined by reference
to the Consolidated Adjusted Leverage Ratio with respect to the Parent Company
and its Subsidiaries set forth in the most recent Compliance Certificate
delivered pursuant to Section 6.2(a). 
Any increase or decrease in the Applicable Margin resulting from a
change in the Consolidated Adjusted Leverage Ratio shall be effective as of the
first Business Day after the date on which the Administrative Agent shall have
received a Compliance Certificate



 5
 









pursuant to Section
6.2(a). Promptly following receipt of the applicable information as and
when required under Section 6.2(a), the Administrative Agent shall give
each Lender facsimile or telephonic notice (confirmed in writing) of the
Applicable Margin in effect from such date. 
For purposes of this Agreement, the Applicable Margin during the period
beginning on the 2007 Amendment Effective Date and ending on the first Business
Day after the date on which the Administrative Agent shall receive a Compliance
Certificate for the Fiscal Quarter ending June 30, 2007 shall be determined on
the basis of a Consolidated Adjusted Leverage Ratio with respect to the Parent
Company and its Subsidiaries greater than 4.00:1.00.


“Compliance
Certificate” means a Compliance Certificate, in or substantially in
the form of Exhibit J (as amended by the 2007 Amendment) or otherwise in
such other form as shall from time to time be agreed by the Principal Companies
and the Administrative Agent in accordance with the terms of this Agreement,
duly executed by a Responsible Officer of each Principal Company and delivered
pursuant to Section 6.2(a) or (as the case may be) other provisions of
this Agreement.


“Consolidated
Adjusted Leverage Ratio” means, in relation to the Parent Company and its
Subsidiaries as of the last day of any Fiscal Quarter, the ratio
of (a) the Consolidated Total Debt of the Parent Company and its Subsidiaries
as of such date, net of the aggregate principal amount of the Permitted
Investor Debt of the Parent Company as at such date, to (b) the Consolidated
EBITDA of the Parent Company and its Subsidiaries for the Measurement Period
ending on such date.


“Permitted
Acquisition” means any Acquisition by any of the Subsidiary Loan
Parties; provided  however, that: (a) each of the applicable
Permitted Acquisition Conditions with respect to such Acquisition shall have
been satisfied at the time such Acquisition is consummated; and (b) unless the
entire cash portion of the Amount of such Acquisition shall be financed with
cash proceeds from the issuance by the Parent Company to members of the
Existing Investor Group or any of their Affiliates of Permitted Equity
Interests of the Parent Company or Indebtedness of the Parent Company permitted
by clause (k) of Section 7.3, then the Borrower shall also have
obtained the prior written consent of the Administrative Agent for such
Acquisition (which consent by the Administrative Agent shall not be
unreasonably withheld or delayed).  For
purposes of this Agreement, the so-called “Heavy Duty” Acquisition by the
Borrower, for an Amount not exceeding in the aggregate the sum of $200,000 plus
all reasonable related transaction costs, shall be deemed to be a “Permitted
Acquisition”.


(c)                                      Consolidated Fixed Charges.  Article 1 of the Credit Agreement is
hereby further amended: (i) by deleting in its entirety the first sentence of
the definition of the term “Consolidated Fixed
Charges”; and (ii) by inserting in place of the sentence so
deleted, the following sentence:


“Consolidated Fixed
Charges” means, in
relation to any Person and its Subsidiaries for any period, the sum (without duplication) of (a)
Consolidated Cash Interest Expense of such Person and its Subsidiaries for such
period, plus (b) the aggregate amount
paid or required to be paid in cash in respect of income taxes by such Person
or any of its Subsidiaries on a consolidated basis during such period, plus (c) Consolidated Capital
Expenditures of such Person and its Subsidiaries for such period, plus (d) all regularly scheduled
payments required to be made during such period on account of principal of
Indebtedness of such Person or of any of its Subsidiaries (including regularly
scheduled principal payments in respect of the Loans, and also



 6
 









including
the principal component of any scheduled payments in respect of Capital Lease
Obligations), plus (e) the
aggregate amount of all Restricted Payments paid in cash by such Person and its
Subsidiaries during such period (determined on a consolidated basis), other
than the aggregate amount of all (if any) Restricted Payments paid in cash by
the Borrower pursuant to Section 7.6(c), plus (f) foreign exchange losses during such period, and minus (g) foreign exchange gains during
such period, all as determined for such period on a consolidated basis in
accordance with GAAP.


(d)                                       Indebtedness.  Article 1 of the Credit Agreement
is hereby further amended by inserting in clause (g) of the definition
of the term “Indebtedness”, in two
places immediately after the words “Equity Interests” which appear in two
places in such clause (g), the following parenthetical:


(other than any Permitted Equity Interests)


(e)                                      Permitted Equity Interests.  Article 1 of the Credit Agreement is
hereby further amended by inserting the following new sentence in the
definition of “Permitted Equity Interests”
immediately after the existing first sentence of such definition:


For
all purposes of this Agreement, the Equity Interests issued and sold by the
Parent Company pursuant to the 2007 Investment Documents shall be deemed to be “Permitted
Equity Interests”.


(f)                                        Restricted Payments.  Article 1 of the Credit Agreement is
hereby further amended (i) by deleting the “and” appearing immediately before clause
(c) of the definition of the term “Restricted Payments”,
and (ii) inserting the following immediately after existing clause (c)
of such defined term:


;
and (d) the making by the Parent Company of any payment or prepayment (whether
of principal, premium, interest or any other sum) of or on account of, or any
payment or other distribution by the Parent Company on account of the
redemption, repurchase, defeasance or other acquisition for value of, any
Indebtedness of any kind whatsoever (including any Permitted Investor Debt) of
the Parent Company to any Affiliates of the Parent Company or to any other
member or members of the Existing Investor Group or any their Affiliates.


(g)                                     Deletion of Certain Defined Terms.  Article 1 of the Credit Agreement is
hereby further amended by deleting the definitions for the term “Borrower Overhead Expense Items” and the term “Parent Company Overhead Expense Items”.


(h)                                     Revolving Loans.  Section 2.1 of the Credit Agreement is
hereby amended by amending paragraph (b) of Section 2.1: (i) by
deleting the Dollar amount “$5,000,000” appearing in such paragraph (b);
and (ii) by inserting the phrase “the Aggregate Revolving Commitment from time
to time in effect” in place thereof.


(i)                                         Reduction and Termination of Commitments.
Paragraph (a) of Section 2.4 of the Credit Agreement is hereby
amended by inserting the following new sentence in paragraph (a) of Section 2.4
immediately after the existing first sentence thereof:


The Revolving Commitment of
each Revolving Lender in effect from time to time shall be in the maximum
amount shown opposite the name of such Lender in Schedule 2.1 (as
amended by the 2007 Amendment).



 7
 









(j)                                         Repayments of Principal of Term Loans.  Section 2.7 of the Credit Agreement is
hereby amended by amending and restating in its entirety as follows existing paragraph
(b) of Section 2.7 of the Credit Agreement:


(b)                             Term Loan.  The Outstanding Amount of the Term Loans on
and as of the 2007 Amendment Effective Date is $9,500,000.  The Borrower shall repay the Outstanding
Amount of the Term Loans remaining unpaid on and as of the 2007 Amendment
Effective Date in thirteen (13) installments of principal, payable on the
principal payment dates specified in the table below, in an amount for each
such scheduled installment equal to the amount set forth opposite the scheduled
principal payment date in the table below:


	
  Principal Payment Date

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  03/31/08

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  06/30/08

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  09/30/08

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  12/31/08

  	
   

  	
  $

  	
  250,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  03/31/09

  	
   

  	
  $

  	
  312,500

  	
   

  
	
  06/30/09

  	
   

  	
  $

  	
  312,500

  	
   

  
	
  09/30/09

  	
   

  	
  $

  	
  312,500

  	
   

  
	
  12/31/09

  	
   

  	
  $

  	
  312,500

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  03/31/10

  	
   

  	
  $

  	
  437,500

  	
   

  
	
  06/30/10

  	
   

  	
  $

  	
  437,500

  	
   

  
	
  09/30/10

  	
   

  	
  $

  	
  437,500

  	
   

  
	
  12/31/10

  	
   

  	
  $

  	
  437,500

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  03/31/11

  	
   

  	
  $

  	
  5,500,000

  	
   

  



(k)                                      Certain Financial Information.  Section 6.2 of the Credit Agreement is
hereby amended: (i) by amending and restating in its entirety as follows
existing subclause (B) of clause (ii) of Section 6.2(a) of
the Credit Agreement:


(B) a written report prepared by a
Responsible Officer of the Parent Company setting forth (in each case) in
reasonable detail: (1) all Unrestricted Cash owned by the Parent Company on a
stand-alone basis as at the last day of such month; (2) the Overhead Expenses
of the Parent Company (determined on a stand-alone basis) actually paid in such
month; (3) all Unrestricted Cash of the Borrower and the other Subsidiary Loan
Parties, determined on a consolidated basis, as at the last day of such month;
(4) all Restricted Payments actually made to the Parent Company by the Borrower
in such month; (5) all Restricted Payments actually made by the Parent Company
in such month; (6) the aggregate unpaid principal amount of all Permitted
Investor Debt as at the last day of such month; and (7) the aggregate unpaid
principal amount of all Permitted Intercompany Loans as at the last day of such
month;


;
and (ii) by inserting into Section 6.2(a) of the Credit Agreement,
immediately after clause (ii) thereof, the following new clause (iii):



 8
 









and
(iii)     concurrently with the delivery of the
financial statements referred to in Sections 6.1(a) and 6.1(b),
true and complete copies (unless the same has been previously delivered to the
Administrative Agent) of each Investor Debt Document (as defined in the
Standstill Agreements) and each Subordinated Debt Document (as defined in the
Intercompany Subordination Agreement) to which any of the Loan Parties has
become a party or by which any of the Loan Parties has become bound during the
Measurement Period or portion thereof covered by the financial statements so
delivered;


(l)                                         Investments.  Section 7.2 of the Credit Agreement is
hereby amended by amending and restating in its entirety as follows clause (d)
of Section 7.2 of the Credit Agreement:


(d)                             Investments
of the Parent Company in the Borrower or any of the Subsidiary Guarantors made
by way of capital contributions made in cash or the purchase for cash of
Permitted Equity Interests; Investments of the Parent Company in the Borrower
made by way of Permitted Intercompany Loans; Investments of the Parent Company
in the Borrower or any of the Subsidiary Guarantors by way of any Guarantees
made by the Parent Company that are permitted by Section 7.3(c); Investments
of the Borrower in any of the Subsidiary Guarantors; and Investments of any
Subsidiary Guarantors in the Borrower or in any Subsidiary Guarantors,
including Investments consisting of intercompany Indebtedness permitted by Section
7.3(c);


(m)                                   Indebtedness.  Section 7.3 of the Credit Agreement is
hereby amended by amending and restating in its entirety as follows clause
(c) of Section 7.3 of the Credit Agreement:


(c)                              (i)                                     Guarantees by the Borrower or any of the
Subsidiary Guarantors in respect of any Indebtedness of the Borrower or any of
the Subsidiary Guarantors otherwise permitted hereunder; (ii) Indebtedness of
any Subsidiary Loan Party to another Subsidiary Loan Party; (iii) Permitted
Intercompany Loans made by the Parent Company to the Borrower; and (iv)
Guarantees by the Parent Company in respect of any Indebtedness of the Borrower
or any of the Subsidiary Guarantors; provided, however, that the
terms of any reimbursement obligations of the Borrower or any of the Subsidiary
Guarantors with respect to any such Guarantees made by the Parent Company shall
be satisfactory in all material respects to the Administrative Agent and
Required Lenders;


Section
7.3 of the Credit
Agreement is hereby further amended (i) by deleting the word “and” at the end of
clause (i) of Section 7.3, (ii) by substituting “; and” for the
period at the end of clause (j) of Section 7.3, and (iii) by
adding the following new clause (k) immediately after clause (j)
of Section 7.3 of the Credit Agreement:


(k)                              Permitted Investor Debt of the Parent
Company.


(n)                                     Restricted Payments.  Section 7.6 of the Credit Agreement is
hereby amended and restated in its entirety as follow:


7.6.                        Restricted Payments. 
Declare or make, directly or indirectly, any Restricted Payment, or
incur any obligation (contingent or otherwise) to do so, except:


(a)                              the declaration and
payment by the Parent Company of dividends or other distributions on its Equity
Interests in the form of Permitted Equity Interests of the Parent Company;



 9
 









(b)                             the declaration and payment by the Borrower
of dividends or other distributions on its Equity Interests in the form of
Permitted Equity Interests of the Borrower, and the declaration and payment by
any Subsidiary of the Borrower of any dividends or other distributions on the Equity
Interests of such Subsidiary;


(c)                              Restricted Payments by the Borrower to the
Parent Company in the form of payments in cash of any principal of or interest
on any Permitted Intercompany Loans or any fees, commissions or other
transaction costs or expenses relating thereto; provided, however,
that both immediately before and immediately after giving effect to any such
Restricted Payments: (i) the Unrestricted Cash of the Borrower (determined on a
stand-alone basis) shall not be less than $500,000; and (ii) no Defaults shall
be continuing or shall result therefrom;


(d)                             Restricted Payments by the Borrower to the
Parent Company in the form of cash distributions declared or paid by the
Borrower on its Equity Interests in (but not before) the Borrower’s 2008 Fiscal
Year ending December 31, 2008 or in any Fiscal Year thereafter; provided,
however, that: (i) the maximum aggregate amount of all Restricted
Payments made in cash by the Borrower pursuant to this paragraph (d) in
any Fiscal Year of the Borrower (beginning with its 2008 Fiscal Year ending
December 31, 2008) shall not exceed fifty percent (50%) of the Borrower’s
Consolidated Excess Cash Flow for the Borrower’s immediately preceding Fiscal
Year; (ii) the Borrower shall not make any Restricted Payments pursuant to this
paragraph (d) in any Fiscal Year of the Borrower unless and until the
Borrower shall have paid to the Administrative Agent, pursuant to Section
2.6(c), a mandatory prepayment of principal of the outstanding Loans equal
in aggregate amount to fifty percent (50%) of the Borrower’s Consolidated
Excess Cash Flow for the Borrower’s immediately preceding Fiscal Year; and
(iii) both immediately before and immediately after giving effect to any such
Restricted Payments, no Defaults shall be continuing or shall result therefrom;


(e)                              Restricted Payments in the form of cash
distributions declared or paid by the Borrower on its Equity Interests at any
time after the Restriction Termination Date; provided, however,
that:


(i)                                     immediately
after giving effect to any payment of such cash distributions pursuant to this paragraph
(e), the aggregate amount of all cash distributions so paid by the Borrower
to the Parent Company in any Fiscal Year of the Borrower shall not exceed:
(A) $1,125,000 in the aggregate in the 2008 Fiscal Year of the Borrower ending
December 31, 2008, such Restricted Payments not to exceed $281,250 in the
aggregate in any Fiscal Quarter of Fiscal Year 2008; and (B) $1,500,000 in the
aggregate in any Fiscal Year of the Borrower ending on or after December 31,
2009, such Restricted Payments not to exceed $375,000 in the aggregate in any
Fiscal Quarter of any such Fiscal Year;


(ii)                                  both
immediately before and immediately after giving effect to any payment of such
cash distributions pursuant to this paragraph (e), no Default shall be
continuing or shall result therefrom;


(iii)                               the
Consolidated Leverage Ratio of the Borrower and the other Subsidiary Loan
Parties as of the last day of the Measurement Period most recently ended prior
to any such payment shall be 2.75:1.00 or less, and, after giving effect to any
such payment on a Pro Forma Basis as if such payment was



 10















made on the last day of such Measurement Period, the
Consolidated Leverage Ratio of the Borrower and the Subsidiary Loan Parties as
of the last day of such Measurement Period shall not exceed the maximum
Consolidated Leverage Ratio permitted under Section 7.10(b) as of the
last day of such Measurement Period; and


(iv)          after giving effect to any such
payment on a Pro Forma Basis as if such payment was made on the last day of the
Measurement Period then most recently ended, the Principal Companies shall not
be in violation of any of the financial covenants (including the financial
covenants set forth in paragraph (c), paragraph (f) or paragraph
(g) of Section 7.10) contained in Section 7.10 applicable to
such Measurement Period;


(f)           Restricted Payments by the Parent Company in the form of
payments in cash of any principal of or interest on any Permitted Investor
Debt; provided, however, that: (i) both immediately before and
immediately after giving effect to any such Restricted Payments, (A) the
Unrestricted Cash of the Parent Company (determined on a stand-alone basis)
shall be more than $200,000, and (B) no Defaults shall be continuing or shall
result therefrom; and (ii) the aggregate amount of all of such Restricted
Payments so made by the Parent Company shall not at any time exceed the
aggregate amount of all Restricted Payments actually made in cash by the
Borrower to the Parent Company pursuant to paragraph (d) or paragraph
(e) of this Section 7.6;


(g)          the non-cash payment, in the form of payments-in-kind, by
the Parent Company of interest accrued on Indebtedness of the Parent Company
permitted by paragraph (i) or paragraph (k) of Section 7.3;


(h)          the issuance by the Parent Company of its Permitted Equity
Interests in connection with the implementation of any Permitted Investor Debt
Exchanges with respect to any Permitted Investor Debt; and


(i)           the repurchase by the Parent Company of shares of its
common stock pursuant to employee benefit and incentive plans and agreements
with employees in an aggregate amount not in excess of $100,000 in any Fiscal
Year.


(o)          Financial
Covenants.  Section
7.10 of the Credit Agreement is hereby amended by amending and restating in
its entirety each of paragraphs (a), (b), (c) and (e)
of Section 7.10 as follows:


(a)          Minimum
Consolidated EBITDA.  Permit (i) the Consolidated EBITDA of the
Borrower and the other Subsidiary Loan Parties for the period of twelve
consecutive months ending January 31, 2008 to be less than $2,500,000, or (ii)
the Consolidated EBITDA of the Borrower and the other Subsidiary Loan Parties
for any Measurement Period ending during or on the last day of any period
identified below to be less than the amount set forth below opposite such
period:


	
  Period

  	
   

  	
  Minimum Consolidated EBITDA

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  01/01/08 through 06/30/08

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
  07/01/08 through 12/31/08

  	
   

  	
  $

  	
  3,000,000

  	
   

  
	
  01/01/09 through 12/31/09

  	
   

  	
  $

  	
  3,500,000

  	
   

  
	
  01/01/10
  and thereafter

  	
   

  	
  $

  	
  4,000,000

  	
   

  



 



 11
 









(b)          Maximum Consolidated Leverage Ratio.  Permit (i) the Consolidated
Leverage Ratio with respect to the Borrower and the other Subsidiary Loan
Parties as of the last day of the period of twelve consecutive months ending
January 31, 2008 to exceed 4.50:1.00, or (ii) the Consolidated Leverage Ratio
with respect to the Borrower and the other Subsidiary Loan Parties as of the
last day of any Measurement Period ending during or on the last day of any
period identified below to exceed the ratio set forth below opposite such
period:


	
  Period

  	
   

  	
  Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  01/01/08 through 03/31/08

  	
   

  	
  4.50:1.00

  	
   

  
	
  04/01/08 through 09/30/08

  	
   

  	
  3.75:1.00

  	
   

  
	
  10/01/08 through 03/31/09

  	
   

  	
  3.00:1.00

  	
   

  
	
  04/01/09 through 09/30/09

  	
   

  	
  2.75:1.00

  	
   

  
	
  10/01/09 through 03/31/10

  	
   

  	
  2.50:1.00

  	
   

  
	
  04/01/10
  and thereafter

  	
   

  	
  2.00:1.00

  	
   

  



(c)          Minimum Fixed Charge
Coverage Ratio.  Permit the Consolidated Fixed Charge Coverage
Ratio with respect to the Borrower and the other Subsidiary Loan Parties to be
less than: (i) 1.15:1.00 as of the last day of and for the period of three
consecutive Fiscal Quarters of the Borrower ending September 30, 2007; (ii)
1.15:1.00 as of the last day of and for the period of four consecutive Fiscal
Quarters of the Borrower ending December 31, 2007; (iii) 1.25:1.00 as of the
last day of and for any Measurement Period ending on or after March 31, 2008 if
the Consolidated Leverage Ratio of the Borrower and the other Subsidiary Loan
Parties is more than 2.75:1.00 as of the last day of such Measurement Period;
and (iv) 1.10:1.00 as of the last day of and for any Measurement Period ending
on or after March 31, 2008 if the Consolidated Leverage Ratio of the Borrower
and the other Subsidiary Loan Parties is 2.75:1.00 or less as of the last day
of such Measurement Period.


(e)          Maximum Corporate
Overhead.  Permit the Overhead Expenses of the Parent
Company (determined on a stand-alone basis) to exceed: (i) $1,800,000 in the
aggregate for the Fiscal Year ending December 31, 2007; and (ii) $1,500,000 in
the aggregate for any Fiscal Year ending on or after December 31, 2008.  For purposes of this paragraph (e),
the Overhead Expenses of the Parent Company for any Fiscal Year shall be
determined on a stand-alone basis for the Parent Company in accordance with
GAAP, and shall exclude: (i) all Overhead Expenses of the Borrower and
the other Subsidiary Loan Parties for such Fiscal Year; (ii) any non-cash
charges and expenses related to stock-based compensation awards made by the
Parent Company and its Subsidiaries; and (iii) any other extraordinary, unusual
or non-recurring non-cash charges and expenses of any type or nature, including,
without limitation, any deferred tax charges, that do not represent cash items
in such period or any future period.


(p)            New Financial Covenants.  Section 7.10 of the Credit Agreement
is hereby further amended by adding the following three new paragraphs, paragraph
(f), paragraph (g) and paragraph (h), to Section 7.10
immediately after paragraph (e) thereof:


(f)           Minimum Liquidity.  With respect to each of the nine calendar
months, April, 2007 through and including December, 2007, permit the sum of (i) the Liquidity of the
Borrower as of the last day of each such calendar month, plus
(ii) the Liquidity of the Parent Company as of the last day of each such
calendar month, plus (iii)
the amount by



 12
 









which the Aggregate Revolving
Commitment exceeds the Outstanding Amount of Revolving Loans as of the last day
of each such calendar month (the sum of clause (i), clause (ii)
and clause (iii) as of the last day of any such calendar month being
herein called, in relation to such calendar month, the “Total
Liquidity”), to be less than (A) $750,000 in the aggregate as of
the last day of each of the calendar months April, 2007 through August, 2007,
inclusive, and (B) $1,000,000 in the aggregate as of the last day of each of
the calendar months September, 2007 through December, 2007, inclusive.  If (1) the Total Liquidity as of the
last day of any such calendar month shall be less than the minimum Total
Liquidity required as of the last day of such calendar month by the foregoing
sentence of this paragraph (f) (in this paragraph (f), called a “Total Liquidity Shortfall”), and (2) in order
to cure and remedy the breach of the financial covenant set forth in the first
sentence of this paragraph (f) resulting from such Total Liquidity
Shortfall, cash proceeds of new Permitted Investments, in the minimum cash
amount equal to the amount of such Total Liquidity Shortfall, shall be made to
and received by the Parent Company within fifteen (15) days after the last day
of such calendar month, then such breach of such financial covenant
shall, for all purposes of this Agreement, be deemed to have been cured and
remedied by the Principal Companies on a timely basis with the same full force
and effect as if such breach had never occurred as of the last day of such
calendar month.


(g)          Additional Permitted Investments.  If (i) the Unrestricted Cash of the Parent
Company (determined on a stand-alone basis) is $200,000 or less as of the last
day of any calendar month ending on or after December 31, 2007, and (ii)
the Borrower is not permitted to make Restricted Payments to the Parent Company
pursuant to paragraph (e) of Section 7.6 on the last day of such
calendar month, then, within fifteen (15) days following the last day of such
calendar month, the Parent Company shall (A) undertake and complete
arrangements for the receipt by the Parent Company of the cash proceeds of new
Permitted Investments in the minimum aggregate amount of $500,000, (B) provide
to the Administrative Agent a written notice (1) confirming the Parent
Company’s receipt of the cash proceeds of such new Permitted Investments, (2)
specifying the amount (if any) of such new Permitted Investments that
constitutes the aggregate cash proceeds from the issue of Permitted Equity
Interests, identifying the Permitted Equity Interests so issued by the Parent
Company, and identifying the purchasers of such Permitted Equity Interests, (3)
specifying the amount (if any) of such new Permitted Investments that
constitutes the aggregate original principal amount of new Permitted Investor
Loans, and identifying the lenders of such new Permitted Investor Loans, (4)
confirming that each of the lenders thereof is bound by a Standstill Agreement,
and (5) setting forth the Unrestricted Cash of the Parent Company
(determined on a stand-alone basis) after giving effect to the Parent Company’s
receipt of such new Permitted Investments, and (C) provide to the
Administrative Agent true and complete copies of all Instruments and Governing
Documents evidencing or governing such new Permitted Investments that have not
already been provided to the Administrative Agent.  The Principal Companies understand and agree
that any breach by the Parent Company of its obligations under this paragraph
(g) shall be an Event of Default under Section 8.1(b).


(h)          Permit
(i) the Outstanding Amount of Revolving Loans as of December 31, 2007, less (ii) the aggregate amount of
the proceeds of Revolving Loans obtained by the Borrower after the 2007
Amendment Effective Date to finance the Amount of any Permitted Acquisitions
and any related transaction costs, to exceed $2,200,000.  The Principal Companies understand and agree
that any breach by the Principal Companies of their obligations under this paragraph
(h) shall be an Event of Default under Section



 13
 









8.1(b).


(q)            Schedule 2.1.  Schedule 2.1 (Commitments
of Lenders) to the Credit Agreement is hereby amended and restated to read
in its entirety in the form thereof attached as Schedule 2.1 to the 2007
Amendment.


(r)             Form of Compliance Certificate.  Exhibit J to the Credit Agreement, which
is the form of Compliance Certificate, is hereby amended and restated to read
in its entirety in the form thereof attached as Exhibit A to the 2007
Amendment.


SECTION 3.         Conditions Precedent.  Each
of the amendments set forth in Section 2 of this Agreement shall become
and be effective in accordance with the express terms and conditions thereof on
and as of the Effective Date; provided, however, that each of the
following conditions precedent shall first be satisfied:


(a)             The
Administrative Agent shall have received each of the following, each of which
shall be originals or telecopies (followed promptly by originals) unless
otherwise specified, each properly executed by a Responsible Officer of each
Principal Company, each dated the Effective Date, and each in form and
substance reasonably satisfactory to the Administrative Agent and each of the
Lenders:


(i)              executed
counterparts of this Agreement, sufficient in number for distribution to the
Administrative Agent, each Lender and the Principal Companies;


(ii)             executed
counterparts of the Intercompany Subordination Agreement, sufficient in number
for distribution to the Administrative Agent, each Lender and the Principal
Companies;


(iii)            such certificates
of resolutions or other action, incumbency certificates and/or other
certificates of Responsible Officers of each of the Principal Companies as the
Administrative Agent may require evidencing the identity, authority and
capacity of each Responsible Officer thereof authorized to act as a Responsible
Officer in connection with this Agreement, the Intercompany Subordination
Agreement and the Standstill Agreements; and


(iv)           such other
assurances, certificates, documents, consents or opinions as the Administrative
Agent or the Required Lenders may reasonably require.


(b)            The
Administrative Agent shall have received counterparts of the Agreement, duly
executed and delivered on behalf of the Required Lenders.


(c)             All
Amendment Fees required to be paid in accordance with the terms of this
Agreement shall have been paid to the Administrative Agent in full.


(d)            Each
of the following conditions precedent shall be satisfied with respect to the
2007 Investments and related transactions:


(i)           there shall have been delivered to the Administrative
Agent true, correct and complete copies of the 2007 Investment Documents and
the Instruments evidencing Permitted Investor Loans and Permitted Intercompany
Loans, each as in effect as of the Effective Date; all of the material terms
and conditions of the 2007 Investment Documents and Instruments evidencing
Permitted Investor Loans and Permitted Intercompany Loans shall in all material
respects be the same as and consistent with the terms and conditions contained
in the draft forms of such documents delivered to and approved by the Administrative
Agent (which approval shall



 14
 









not have been unreasonably withheld or
delayed) prior to the Effective Date; and no material provisions of any of the
2007 Investment Documents or Instruments evidencing Permitted Investor Loans or
Permitted Intercompany Loans shall have been modified in any respect reasonably
determined by the Administrative Agent to be materially adverse to the
Subsidiary Loan Parties or the Secured Parties, in each case, without the prior
consent of the Administrative Agent (which consent shall not be unreasonably
withheld or delayed);


(ii)          the 2007 Investments shall have been made in all material
respects in accordance with the 2007 Investment Documents; all material
conditions precedent to the making of the 2007 Investments, as set forth in the
2007 Investment Documents, shall have been satisfied to the reasonable
satisfaction of the Administrative Agent; and the Parent Company shall have
received, upon the terms contained in the 2007 Investment Documents, cash
proceeds in an aggregate amount not less than $4,500,000;


(iii)         during the period beginning on March 26, 2007 and ending on
the Effective Date, not less than $3,300,000 in aggregate shall have been used
by the Parent Company to make any combination of cash contributions to the
capital of the Borrower or Permitted Intercompany Loans; during such period the
Borrower shall have received from the Parent Company, by way of any combination
of cash capital contributions or proceeds of Permitted Intercompany Loans, cash
proceeds of not less than $3,300,000 in the aggregate; such Permitted
Intercompany Loans shall be evidenced by one or more promissory notes of the
Borrower payable to the order of the Parent Company; and such promissory notes
shall have been delivered in pledge by the Parent Company to the Administrative
Agent, together with undated Instruments of transfer signed in blank; and


(iv)         not less than $1,200,000 of the cash proceeds of the 2007
Investments shall be retained by the Parent Company for payment of its Overhead
Expenses and (subject always to the limitations set forth in the definition of
the term “Permitted Intercompany Loans”) for making Permitted Intercompany
Loans from time to time after the Effective Date.


(e)             The
Administrative Agent shall have received originals or telecopies (followed
promptly by originals) of a Standstill Agreement duly executed by each of the
lenders of the new Permitted Investor Loans and by the Principal Companies.


(f)             The
Administrative Agent and the Lenders shall have received the financial
statements referred to in Section 6.1(c) for the month ending February
28, 2007.


(g)            The
Borrower shall have paid all reasonable fees and all reasonable out-of-pocket
charges and disbursements of counsel to the Administrative Agent to the extent
invoiced prior to or on the Effective Date.


(h)            The
Effective Date shall have occurred on or before April 30, 2007.


SECTION 4.         Representations and Warranties.  Each
of the Principal Companies hereby represents and warrants to the Administrative
Agent and the Lenders on and as of the Effective Date as follows:


(a)             Authorization; No Contravention.  The execution, delivery and performance by
each Principal Company of this Agreement and the Intercompany Subordination
Agreement have been duly authorized by all necessary corporate or other
organizational action, and do not and will not: (i) contravene the terms of any
of such Person’s Governing Documents; (ii) conflict with or result in any
breach or contravention of, or the creation of any Liens under, or require any
payments to be made under



 15
 









(A) any Contractual Obligation (other than any of the Loan Documents)
to which such Person is a party or affecting such Person or the Properties of
such Person or any of its Subsidiaries, or (B) any order, injunction, writ or decree
of any Governmental Authority or any arbitral award to which such Person or its
Property is subject; or (iii) violate any Applicable Law; except in each
case (other than creation of Liens referred to in clause (ii)), to the
extent that any such conflict, breach, contravention or violation could not
reasonably be expected to have a Material Adverse Effect.


(b)            Binding Effect.  This Agreement, the Credit Agreement (as
amended hereby) and the Intercompany Subordination Agreement have been duly
executed and delivered by each of the Principal Companies.  This Agreement, the Credit Agreement (as
amended hereby) and the Intercompany Subordination Agreement constitute legal,
valid and binding obligations of each of the Principal Companies, enforceable
against each Principal Company in accordance with their terms, except as
may be limited by bankruptcy, reorganization, insolvency, moratorium or other
similar laws relating to or limiting creditors’ rights generally or by
equitable principles relating to enforceability.


(c)             Representations in Credit Agreement.  The representations and warranties of each of
the Principal Companies contained in Article 5 of the Credit Agreement
are true and correct in all material respects (except for representations and
warranties that are already qualified as to materiality, which are instead true
and correct) on and as of the date of this Agreement, except to the
extent that such representations and warranties specifically refer to an
earlier date, in which case they are true and correct in all material respects
(except for representations and warranties that are already qualified as to
materiality, which are instead be true and correct) as of such earlier date,
and except that, for purposes of this paragraph (c), the
representations and warranties contained in paragraph (a) of Section
5.5 of the Credit Agreement shall be deemed to refer to the most recent
financial statements furnished pursuant to paragraph (a), (b) or
(c), respectively, of Section 6.1 of the Credit Agreement.


SECTION 5.         Amendment Fees; Costs and Expenses.


(a)             Amendment Fees.  In consideration of the execution and
delivery of this Agreement by the Required Lenders, the Borrower agrees to pay
to the Administrative Agent, for the pro  rata account of the
Lenders, nonrefundable amendment fees (the “Amendment Fees”)
in the aggregate amount of $30,625.  The
Amendment Fees shall become due and payable by the Borrower to the
Administrative Agent, in accordance with the wire transfer instructions of the
Administrative Agent, on the 2007 Amendment Effective Date.


(b)             Costs and Expenses.  The Principal Companies shall pay all of the
reasonable out-of-pocket costs and expenses incurred by the Administrative
Agent (including the Attorney Costs for the Administrative Agent) in connection
with the preparation, negotiation, execution and delivery of this Agreement, in
each case, to the extent required under Section 10.4(a) of the Credit
Agreement.


SECTION 6.         Permitted Investor Debt Exchanges; Ratification of
Obligations; etc.


(a)             The
Parent Company covenants with the Administrative Agent and the Lenders that the
Parent Company will complete, on or prior to June 17, 2007, Permitted Investor
Debt Exchanges with respect to all Permitted Investor Debt outstanding on the
Effective Date.


(b)             All
of the agreements and Obligations of each of the Principal Companies to the
Secured Parties under the Credit Agreement and the other Loan Documents and in
relation to the Collateral are, by the execution and delivery of this Agreement
by each of the Principal Companies, ratified, affirmed and confirmed in all
respects by each of the Principal Companies.



 16
 









(c)             Except
as and to the limited extent otherwise expressly provided by this Agreement,
all of the terms, conditions and provisions of the Credit Agreement and each of
the other Loan Documents, and all of the rights and remedies of the Lenders and
the Administrative Agent thereunder, shall remain unaltered.


SECTION 7.         Other Provisions.  This
Agreement, the Intercompany Subordination Agreement and the Standstill
Agreements are “Loan Documents” for all purposes of the Credit Agreement, and
this Agreement and the rights and obligations hereunder of each of the parties
hereto shall in all respects be governed by, and construed in accordance with,
the laws of the State of New York.  This
Agreement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, but all of such counterparts shall
together constitute but one and the same agreement.  In making proof of this Agreement, it shall
not be necessary to produce or account for more than one counterpart hereof
signed by each of the parties hereto. 
Delivery of photocopies of the signature pages to this Agreement by
facsimile shall be as effective as delivery of manually executed counterparts
of this Agreement.


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


***Signature
Pages to Woodridge Labs Amendment Agreement Follow***



 17















IN WITNESS WHEREOF, the undersigned have duly executed this AMENDMENT
AGREEMENT as of the date first above written.


	
  

  	
  The Borrower:

  
	
   

  	
   

  
	
   

  	
  WOODRIDGE LABS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Antonio
  Rodriquez

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Antonio Rodriguez

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  The Parent Company:

  
	
   

  	
   

  
	
   

  	
  NEXTERA ENTERPRISES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Antonio
  Rodriquez

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Antonio Rodriguez

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  



 


**Signature Page to Woodridge Labs Amendment Agreement**


***Signature Pages to Woodridge Labs Amendment Agreement Follow***













 


	
  

  	
  The Administrative Agent:

  
	
   

  	
   

  
	
   

  	
  NEWSTAR FINANCIAL, INC.,
  as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Robert F.
  Milordi

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert F. Milordi

  
	
   

  	
   

  	
  Title:

  	
  Managing Director-Portfolio Management

  



 


**Signature Page to Woodridge Labs Amendment Agreement**


***Signature Page to Woodridge Labs Amendment Agreement Follows***



 2
 









 


	
  

  	
  The Lenders:

  
	
   

  	
   

  
	
   

  	
  NEWSTAR
  CP FUNDING LLC

  
	
   

  	
   

  
	
   

  	
  By:  NewStar
  Financial, Inc., as its designated Manager

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Robert F.
  Milordi

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert F. Milordi

  
	
   

  	
   

  	
  Title:

  	
  Managing Director-Portfolio Management

  
	
  

  	
  

  
	
   

  	
   

  
	
   

  	
  NETSTAR WAREHOUSE FUNDING 2005 LLC

  
	
   

  	
   

  
	
   

  	
  By:  NewStar
  Financial, Inc., as its designated Manager

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Robert F.
  Milordi

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert F. Milordi

  
	
   

  	
   

  	
  Title:

  	
  Managing Director-Portfolio Management

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  

  	
  NEWSTAR COMMERCIAL LOAN
  TRUST 2006-1

  
	
   

  	
   

  
	
   

  	
  By:  NewStar
  Financial, Inc., as Servicer

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Robert F.
  Milordi

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert F. Milordi

  
	
   

  	
   

  	
  Title:

  	
  Managing Director-Portfolio Management

  
							



 


**Signature Page to Woodridge Labs Amendment Agreement**



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