Exhibit
10.32


STANDSTILL
AGREEMENT


This
STANDSTILL AGREEMENT is entered
into as of April 16, 2007 by and among: (A) JOCOTT
ENTERPRISES, INC., a
California corporation (“Investor”);
(B) NEXTERA ENTERPRISES, INC.,  a Delaware corporation
(hereinafter, together with its successors in title and assigns, called the “Parent Company”); and (C) NEWSTAR FINANCIAL, INC.,
not in its individual capacity, but in its capacity as administrative agent for
Secured Parties (hereinafter, together with its successors in title and assigns
as administrative agent for Secured Parties, called the “Administrative
Agent”).


PRELIMINARY
STATEMENTS


(1)           Upon
the terms and subject to the conditions contained in the Credit Agreement,
dated as of March 9, 2006, among 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”),
the Parent Company, the several financial institutions from time to time party
thereto as lenders thereunder, and the Administrative Agent (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), the
lenders thereunder have agreed to make Loans to the Borrower.


(2)           It
is a condition precedent to the making of additional Extensions of Credit to
the Borrower under the Credit Agreement, and also to the effectiveness of the
Amendment Agreement, dated as of April 17, 2007 (as amended from time to time,
the “2007 Amendment”), by and among
the Principal Companies, the Lenders party thereto, and the Administrative
Agent, upon the terms of which the Credit Agreement is to be amended, that
Investor and the Parent Company shall have entered into this Agreement with the
Administrative Agent.


(3)           The
Investor and the Parent Company have severally agreed with the Administrative
Agent, acting for the benefit of Secured Parties, to execute and deliver this
Agreement and to become bound by the terms hereof.


NOW, THEREFORE, in consideration of these premises, Investor and the Parent Company
hereby severally agree with the Administrative Agent, acting for the benefit of
Secured Parties, as follows:


ARTICLE 1



DEFINITIONS


1.1.  Definitions in Credit Agreement. 
Unless otherwise defined herein, terms defined in or by reference in the
Credit Agreement are used herein as therein defined.


1.2.  Certain Terms.  The
following terms, when used in this Agreement, including the Preamble and
the Preliminary Statements hereto, shall, except where the context
otherwise requires, have the following meanings:


“Administrative Agent” has the meaning specified in the Preamble
hereto.


“Agreement” means this Standstill Agreement, as amended, amended and restated,
supplemented or otherwise modified from time to time.













“Borrower” has the meaning specified in the Preliminary Statements hereto.


“Credit Agreement” has the meaning specified in the Preliminary
Statements hereto.


“Enforcement Action” means, in relation to or with respect to any
Loan Party, any of the following:


(a)           the
acceleration of the maturity of all or any part of any Indebtedness of such
Loan Party;


(b)           the
commencement or pursuit of any action at law or other legal proceeding against
such Loan Party to collect all or any part of any Indebtedness of such Loan
Party, or the enforcement of any other rights or remedies against such Loan
Party under or with respect to all or any part of any Indebtedness of such Loan
Party, whether by action at law, suit in equity, arbitration proceedings or any
other similar proceedings;


(c)           the
realization, foreclosure or other enforcement of any Liens of any kind on all
or any part of any Property of such Loan Party, or the obtaining of payment of
any Indebtedness of such Loan Party through exercise of any rights of set-off,
counterclaim or cross-claim; or


(d)           the
commencement or initiation of any Insolvency Proceeding against such Loan
Party, or the joining with any other Person or Persons to commence or initiate
any Insolvency Proceeding against such Loan Party.


“Extension of Credit” means the making of any advance or loan or the extension of any other
credit of any kind or character.


“Investor Debt” means, collectively:


(e)           all
Indebtedness of the Parent Company now existing or at any time hereafter
created, incurred or arising with respect to any Extensions of Credit made by
Investor to the Parent Company at any time after January 1, 2007, and all
other Indebtedness of the Parent Company to Investor under or with respect to
any of the Investor Debt Documents;


(f)            all
Indebtedness replacing, refunding or refinancing, in whole or in part, whether
directly or indirectly, and without limitation as to parties, maturities,
amounts, interest rates or other provisions, any or all of the Indebtedness of
the Parent Company described in clause (a) of this definition; and


(g)           all
obligations of the Parent Company, contingent or otherwise, to purchase,
repurchase, redeem, retire, prepay, defease or otherwise acquire any or all of
the Indebtedness of the Parent Company described in clause (a) or clause
(b) of this definition.


“Investor Debt Documents” means, collectively: (a) all promissory
notes and other Instruments pursuant to which any of the Extensions of Credit
from time to time made by Investor to the Parent Company at any time after
January 1, 2007 shall at any time be evidenced, governed, guaranteed or
secured; and (b) all Instruments pursuant to which any Investor Debt shall be
deferred, extended, renewed, replaced, refunded or refinanced, in whole or in
part, and without limitation as to parties, maturities, amounts, interest rates
or other provisions.


“Investor” has the meaning specified in the Preamble
hereto.



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“Loan Documents” means,
collectively, (a) the Loan Documents (as that term is defined in the Credit
Agreement), and (b) all Instruments pursuant to which any of the Obligations
shall be deferred, extended, renewed, replaced, refunded or refinanced, in
whole or in part, and without limitation as to parties, maturities, amounts,
interest rates or other provisions.


“Obligations” means, collectively, (a) the Obligations (as that term is defined in
the Credit Agreement), (b) all Indebtedness of the Parent Company, the Borrower
or any of the other Loan Parties under or with respect to any Extensions of
Credit from time to time made pursuant to the Credit Agreement or any of the
other Loan Documents, and (c) all Indebtedness of the Parent Company, the
Borrower or any of the other Loan Parties replacing, refunding or refinancing,
in whole or in part, whether directly or indirectly, and without limitation as
to parties, maturities, amounts, interest rates or other provisions, any or all
of the Obligations (as defined in the Credit Agreement).


“Parent Company” has the meaning specified in the Preamble hereto.


ARTICLE 2



LIMITATIONS ON CERTAIN ENFORCEMENT ACTIONS


2.1.  Limitations on Certain Enforcement Actions.


(a)           Until
all of the Obligations shall have been paid in full, the Investor shall not at
any time take, commence or institute, or join with any other Person or Persons
in taking, commencing or instituting, any Enforcement Action of any kind
against any of the Loan Parties or against any of the Property of any of the
Loan Parties.


(b)           Notwithstanding
anything to the contrary in the foregoing provisions of this Section 2.1:
(i) Investor may initiate and participate with others in any suit, action or
proceeding against the Parent Company to enforce payment of or collect the
whole or any part of the Investor Debt, or commence judicial enforcement of any
of the rights and remedies of the Investor under any Investor Debt Documents or
Applicable Law with respect to any Investor Debt, but only if and to the extent necessary to
prevent a bar on claims imposed by any applicable statute of limitation or
other similar restriction on claims; and (ii) Investor may seek specific
performance or other injunctive relief to compel the Parent Company to comply
with any non-monetary obligations of the Parent Company under any of the
Investor Debt Documents, so long as any such claim or legal action does not
include any claim for monetary damages.


2.2.  Limitations on Guarantees of and Liens
Securing Investor Debt.


(a)           Until
all of the Obligations shall have been paid in full, the Parent Company shall
not at any time cause or permit the Borrower or any of the other Subsidiary
Loan Parties to give any Guarantees (whether direct or indirect) of any
Investor Debt, and the Investor shall not at any time acquire, demand, receive
or accept from the Borrower or any of the other Subsidiary Loan Parties any
Guarantees (whether direct or indirect) of any Investor Debt.  Until all of the Obligations shall have been
paid in full, the Parent Company shall not at any time grant, or cause or
permit any of the other Loan Parties at any time to grant, to the Investor, and
the Investor shall not at any time acquire, demand, receive or accept from the
Parent Company or from any of the other Loan Parties, any Liens on any Property
of any kind as security for any Investor Debt. 
Any Liens acquired in violation of this paragraph (a) shall be
null and void ab  initio, and the Investor shall not have any
rights, remedies, claims, benefits or priorities, as secured party or
otherwise, in relation to any Property subject to any such Liens so acquired.



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(b)           Liens
on any Property securing all or any part of the Obligations shall at all times
have priority in every respect over, and shall in all respects and at all times
be senior and superior to, all Liens (if any) (and, in any event, including any
judgment Liens) on any Property securing all or any part of the Investor
Debt.  The priorities specified in this paragraph
(b) for the Liens described herein shall be applicable (i) whether or not
any such Liens shall be acquired or created consensually or by attachment,
levy, execution, distraint or otherwise, and (ii) irrespective of (A) the time,
order or method of creation, attachment or perfection of any such Liens, (B)
the time or order of filing or recording of financing statements or other
Instruments pertaining to any such Liens, or (C) the possession of any of such
Property subject to any such Liens.


(c)           Until
all of the Obligations shall have been paid in full, the Investor shall not at
any time take, commence or institute, or join with any other Person or Persons
in taking, commencing or instituting, any Enforcement Action of any kind with
respect to any Liens securing all or any part of the Investor Debt.


2.3.  Certain Limitations and Restrictions on
Payment of Investor Debt.  Investor understands and
acknowledges that: (a) the Parent Company is and will continue to be subject to
and bound by certain terms and conditions of the Credit Agreement and the other
Loan Documents that prohibit or otherwise limit and restrict payments or
prepayments of or on account of, and payments or other distributions on account
of the redemption, repurchase, defeasance or other acquisition for value of,
any Investor Debt; and (b) the Borrower and the other Subsidiary Loan Parties
are and will continue to be subject to and bound by certain terms and
conditions of the Credit Agreement and the other Loan Documents that prohibit
or otherwise limit and restrict the making of any Restricted Payments to the
Parent Company.  Investor hereby  assents to all such terms and conditions from
time to time contained in the Credit Agreement and the other Loan Documents.


2.4.  Certain Representations and other Covenants of
Investor.


(a)           Investor represents
and warrants that no part of the Investor Debt is evidenced or governed by any
Instrument or other writing a true and complete copy which has not previously
been furnished to the Administrative Agent.


(b)           Until
all of the Obligations shall have been paid in full, Investor agrees that such
Investor shall not sell, assign, pledge, encumber or otherwise transfer any
Investor Debt owned by such Investor or any rights or interests in any such
Investor Debt or any Investor Debt Documents, unless, prior to or in connection
with any such transfer, the purchaser, assignee or other transferee thereof
shall have agreed in writing to become a party to and bound by this Agreement
as an Investor hereunder.


(c)           Investor
represents and warrants that no part of the Investor Debt is (i) secured by any
Liens on any Property of the Parent Company, the Borrower or any of the other
Subsidiary Loan Parties, or (ii) directly or indirectly Guaranteed by the
Borrower or any of the other Subsidiary Loan Parties.


ARTICLE 3



CERTAIN WAIVERS AND CONSENTS


3.1.  Waivers of Notice; etc.  The
obligations of each of the Investor and the Parent Company under this
Agreement, and the covenants contained herein, shall not be to any extent or in
any way or manner whatsoever impaired or otherwise affected by any of the
following, whether or not either of the Investor or the Parent Company shall
have had any notice or knowledge of any thereof:



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(a)           any extension or postponement of the
time for the payment of any of the Obligations, the acceptance of any partial
payment thereon, any and all other indulgences whatsoever by any of the Secured
Parties in respect of any Obligations, the taking, addition, substitution or
release, in whole or in part, at any time or times, of any collateral or Liens
securing any Obligations, or the addition, substitution or release, in whole or
in part, of any Person or Persons primarily or secondarily liable in respect of
any Obligations;


(b)           any
action or delay in acting or failure to act on the part of any of the Secured
Parties under any Loan Document or in respect of any Obligations or Liens
securing any Obligations or otherwise, including (i) any action by any of
the Secured Parties to enforce any of its rights, remedies or claims in respect
of Liens securing any Obligations, (ii) any failure by any of the Secured
Parties strictly or diligently to assert any rights or to pursue any remedies
or claims against any of the Loan Parties or any other Person or Persons under
any of the Loan Documents or provided by statute or at law or in equity,
(iii) any failure by any of the Secured Parties to perfect or to preserve
the perfection or priority of any of its Liens securing any Obligations, or
(iv) any failure or refusal by any of the Secured Parties to foreclose or
to realize upon any Liens securing any Obligations or to take any action to
enforce any of its rights, remedies or claims under any Loan Document;


(c)           any
amendment or amendment and restatement or other modification or amendment of,
or any supplement or addition to, the Credit Agreement or any of the other Loan
Documents;


(d)           any
waiver, consent or other action or acquiescence by any of the Secured Parties
in respect of any default by the Borrower or by any of the other Loan Parties
in its performance or observance of or compliance with any term, covenant or
condition contained in any Loan Document; or


(e)           the
existence of any other condition or circumstance or the occurrence of any other
event that might otherwise constitute a legal or equitable discharge of the
performance by any Investor of any of its obligations or other liabilities
hereunder.


Each
of the Parent Company and the Investor hereby severally assents to and waives
notice of any and all matters hereinbefore specified in clauses (a)
through (e).  This Agreement shall
continue to be effective or shall be reinstated, as the case may be, if at any
time any payment of any Obligations previously made by any Loan Party to any of
the Secured Parties is rescinded or must otherwise be returned by any of the
Secured Parties in connection with any Insolvency Proceedings with respect to
any of the Loan Parties or otherwise, all as though such payment of Obligations
had not been made.


ARTICLE 4



MISCELLANEOUS


4.1.  Amendments; Waivers; etc.


(a)           Neither this Agreement nor any provision hereof may be
changed, waived, discharged or terminated in any manner whatsoever unless in
writing duly signed by the Administrative Agent (with the consent of Required
Lenders), the Parent Company and each Investor directly and adversely affected
thereby (it being understood that neither the addition to this Agreement of any
Person as an Investor party hereto, nor the release from any of its obligations
hereunder (whether in or whole or in part) of any Person party hereto as an
Investor hereunder, shall require the agreement or consent of the Parent
Company or constitute a change, waiver, discharge or termination affecting any
Investor, other than the Person so added or released).  Neither the consent nor the agreement or
approval of the Parent Company or Investor hereunder shall be required for any
amendment, amendment and restatement, or other modification of, or 



 5
 









any supplement to, Schedule A hereto
by the Administrative Agent at any time or times in order to reflect any
changes of address.


(b)           No
failure or delay on the part of any Person in exercising any power or right
under this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power or right preclude any other or further
exercise thereof or the exercise of any other power or right.  The remedies herein provided are cumulative
and not exclusive of any other remedies provided at law or in equity.  No waiver or approval by a Person under this
Agreement shall, except as may be otherwise stated in such waiver or approval,
be applicable to any subsequent transactions.


4.2.  Further Assurances.  Each
of the Parent Company and the Investor hereby severally agrees to execute and
deliver all such further Instruments, and to take all such further action, as
may be reasonably necessary or appropriate, or as the Administrative Agent may
reasonably request, in order to carry out the intent and purpose of this
Agreement.


4.3.  Severability.  Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of any
such provision in any other jurisdiction.


4.4.  Continuing Agreement; etc.


(a)           This
Agreement shall in all respects be a continuing agreement, and this Agreement
and the agreements and obligations of each of the Parent Company and the
Investor hereunder shall remain in full force and effect until all of the
Commitments shall have terminated in full and all of the Obligations (other
than Obligations pursuant to Specified Swap Agreements) shall be paid in full.


(b)           This
Agreement shall be effective as to, and shall be enforceable by the
Administrative Agent against, Investor from and after the execution and
delivery by Investor of a counterpart of this Agreement.  The agreements of Investor under this
Agreement shall be enforceable by the Administrative Agent against Investor
notwithstanding: (i) the invalidity, unenforceability or inadmissibility in
evidence of this Agreement against the Parent Company; or (ii) any waiver, termination
or cancellation by the Administrative Agent of, or any consent by the
Administrative Agent to any departure from, any of the agreements of the Parent
Company hereunder on any occasion or occasions, or any failure by the
Administrative Agent to enforce any of the agreements of the Parent Company
hereunder on any occasion or occasions.


4.5.  Successors and Assigns.  This
Agreement shall be binding upon, and shall inure to the benefit of, each of the
Administrative Agent and the other Secured Parties, the Investor and the Parent
Company and their respective successors in title and permitted assigns.  Each Secured Party may, in connection with
any assignment or other transfer of all or any part of any of the Obligations,
assign or transfer to the assignee or transferee of any of such Obligations all
or any part of such Secured Party’s rights hereunder.  No such assignment or transfer by any Secured
Party shall impair or affect any of the agreements hereunder of the Parent
Company or the Investor.


4.6.  Notices.  All
notices and other communications provided to a party hereunder shall be in
writing and shall be delivered in hand, mailed by United States registered or
certified first class mail, postage prepaid, or sent by telecopy and confirmed
by delivery via courier or postal service, and shall be addressed or
delivered to it at its address designated for notices set forth on Schedule
A attached hereto (as amended or supplemented from time to time) or at such
other address as may be designated by such party in a notice to the other
parties.  Any such notice shall be deemed
to have been duly received and to 



 6
 









have
become effective (a) if telecopied, or delivered by hand to a responsible
officer of the party to which it is directed, at the time of the receipt
thereof by such officer, and (b) if sent by registered or certified first-class
mail, postage prepaid, three (3) days after the date mailed.


4.7.  Loan Document; etc.  This
Agreement constitutes a “Loan Document”
for all purposes of the Credit Agreement and the other Loan Documents. This
Agreement and the other Loan Documents (including the Credit Agreement and the
2007 Amendment) constitute the entire agreement among the Secured Parties, the
Investor and the Parent Company with respect to the subject matter hereof and
supersede any prior or contemporaneous agreements, representations, warranties
or understandings, whether oral, written or implied, as to the subject matter
of this Agreement.


4.8. 
CHOICE OF LAW.  THIS
AGREEMENT IS A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL FOR
ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID
STATE.


4.9.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY WAIVES ITS RIGHT TO
A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN
CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, ANY RIGHTS OR
OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.  EACH OF THE PARTIES HERETO (A) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HERETO HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (B)
ACKNOWLEDGES THAT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION
4.9.


4.10.  Obligations Several; No Third Parties Benefited.


(a)           The agreements and obligations of the
Investor and the Parent Company under this Agreement are several and not
joint.  Investor shall not be responsible
for the failure of the Parent Company to perform its obligations hereunder.


(b)           This Agreement is made and entered into for the
sole protection and legal benefit of each of the Persons party to this
Agreement and its or his successors in title and assigns.  It is not the intention of any of the parties
hereto to confer any third-party beneficiary rights, and this Agreement shall
not be construed so as to confer any such rights upon any other Person or
Persons not party hereto.


4.11.  Counterparts.  This
Agreement may be executed in any number of counterparts and by the different
parties hereto on separate counterparts, each of which, when so executed and
delivered, shall be an original, but all of which shall together constitute one
and the same Instrument.  A set of
counterparts executed by all of the parties hereto shall be lodged with the
Parent Company and the Administrative Agent. 
Delivery by facsimile by any of the parties hereto of an executed
counterpart hereof, or of any amendment or waiver hereto, shall be as effective
as an original executed document and shall be considered a representation that
such original executed document, as the case may be, will be delivered.


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BLANK]


***Signature Pages to Standstill Agreement Follow***



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IN WITNESS WHEREOF, the parties hereto have caused this STANDSTILL
AGREEMENT to be executed by their duly authorized officers as of the
day and in the year first above written.


	
   

  	
  The Investor:

  
	
   

  	
   

  
	
   

  	
  JOCOTT ENTERPRISES, INC., as
  the Investor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Joseph J. Millin

  	
   ,

  
	
   

  	
   

  	
  Name:

  	
  Joseph J. Millin

  
	
   

  	
   

  	
  Title:

  	
  President

  



 


**Signature Page to Standstill Agreement**


***Signature Pages to Standstill Agreement Follow***











 


	
  

  	
  The Parent Company:

  
	
   

  	
   

  
	
   

  	
  NEXTERA
  ENTERPRISES, INC., as the Parent

  Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Antonio Rodriquez

  
	
   

  	
   

  	
  Name:

  	
  Antonio Rodriguez

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  



 


**Signature Page to Standstill Agreement**


***Signature
Page to Standstill Agreement Follows***











 


	
  

  	
  The Administrative Agent:

  
	
   

  	
   

  
	
   

  	
  NEWSTAR
  FINANCIAL, INC., as the

  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Robert F. Milordi

  
	
   

  	
   

  	
  Name:

  	
  Robert F. Milordi

  
	
   

  	
   

  	
  Title:

  	
  Managing Director - Portfolio Management

  



 


**Signature
Page to Standstill Agreement**
















SCHEDULE A


SCHEDULE A TO THE STANDSTILL AGREEMENT, DATED AS OF APRIL 16, 2007


ADDRESSES FOR NOTICES


	
  1.1.

  	
  Addresses
  of Investor.

  
	
   

  	
   

  
	
   

  	
   

  	
  Jocott Enterprises, Inc.

  	
   

  
	
   

  	
   

  	
  c/o Weiss Accountancy Corporation

  	
   

  
	
   

  	
   

  	
  16217 Kittridge Street

  	
   

  
	
   

  	
   

  	
  Van Nuys, CA 91406

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
  Scott J. Weiss, C.P.A.

  	
   

  
	
   

  	
   

  	
  Facsimile:

  	
  (818) 786-4271

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
  (818) 997-7712

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a Copy To (which
  shall not itself constitute notice):

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Jones, Ackerman & Corman LLP

  	
   

  
	
   

  	
   

  	
  10960 Wilshire Boulevard, Suite 1225

  	
   

  
	
   

  	
   

  	
  Los Angeles, CA 90024

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
  Donald H. Jones, Esq.

  	
   

  
	
   

  	
   

  	
  Facsimile:

  	
  310-477-8768

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
  310-231-6639

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.2.

  	
  Address of Parent Company.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Nextera Enterprises, Inc.

  	
   

  
	
   

  	
   

  	
  14320 Arminta Street

  	
   

  
	
   

  	
   

  	
  Panorama City, CA 91402

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
  Antonio Rodriguez,

  	
   

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  	
  Facsimile:

  	
  (818) 997-7130

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
  (818) 902-5537

  	
   

  



 













 


	
  

  	
   

  	
  With a Copy To (which
  shall not itself constitute notice):

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Maron & Sandler

  	
   

  
	
   

  	
   

  	
  1250 Fourth Street

  	
   

  
	
   

  	
   

  	
  Suite 550

  	
   

  
	
   

  	
   

  	
  Santa Monica, CA 90401

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
  Richard V. Sandler, Esq.

  	
   

  
	
   

  	
   

  	
  Facsimile:

  	
  (310) 570-4901

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
  (310) 570-4900

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.3.

  	
  Address of Senior Lender.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NewStar Financial, Inc.

  	
   

  
	
   

  	
   

  	
  500 Boylston Street

  	
   

  
	
   

  	
   

  	
  Suite 1600

  	
   

  
	
   

  	
   

  	
  Boston, MA 02116

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
  Robert F. Milordi,

  	
   

  
	
   

  	
   

  	
   

  	
  Managing Director - Portfolio Management

  	
   

  
	
   

  	
   

  	
  Facsimile:

  	
  (617) 848-4300

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
  (617) 848-2575

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a Copy To (which
  shall not itself constitute notice):

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Bingham McCutchen LLP

  	
   

  
	
   

  	
   

  	
  150 Federal Street

  	
   

  
	
   

  	
   

  	
  Boston, Massachusetts 02110

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
  Louis J. Duval, Esq.

  	
   

  
	
   

  	
   

  	
  Facsimile:

  	
  (617) 951-8736

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
  (617) 951-8558

  	
   

  



 



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