JOINDER TO AND MODIFICATION OF AMENDED AND RESTATED DEFERRED PURCHASE FACTORING AGREEMENT

1. Joinder and Assumption of Obligations.  Additional Client and Existing Clients hereby acknowledge, confirm and agree that on and as of the date of this Joinder, Additional Client has, by executing this Joinder, become a party under the Factoring Agreement, and, along with Existing Clients, is included in the definitions of “you”, “your”, “Client” and all other terms of like import under the Factoring Agreement and for all purposes thereof as if Additional Client had executed the Factoring Agreement on the date thereof.  Additional Client will be liable for the Obligations (whether incurred or arising prior to, on, or subsequent to the date of this Joinder) on the same basis as each other Client, and ratifies and agrees to be bound by all of the terms, provisions and conditions of the Factoring Agreement and any other document related to the

Factoring Agreement (collectively, the “Factoring Documents”).  Additional Client makes all representations, warranties and other statements under the Factoring Agreement and the other Factoring Documents as of the date hereof, in each case, with the same force and effect as if Additional Client was expressly named therein.

2. Representations and Warranties.  Without in any way implying any limitation on any of the provisions of this Joinder, Additional Client and Existing Clients represent and warrant to Factor that: (a) all representations and warranties contained in the Factoring Agreement and the other Factoring Documents are true and correct on and as of the date of this Joinder as if made by Additional Client and each Existing Client on and as of such date, both before and after giving effect to this Joinder; and (b) no default or Event of Default exists or would occur or exist after giving effect to this Joinder.

3. Agreement to Pay and Perform.  Additional Client hereby promises to pay all sums due or to become due from Clients under the Factoring Documents and to perform all of the other Obligations of Clients under the Factoring Documents, all as provided herein and therein.  This Joinder will constitute an amendment to the Factoring Agreement and the other Factoring Documents.  Without limiting the generality of the foregoing and concurrently with the execution and delivery of this Joinder, Additional Client will execute and deliver to Factor such other and further documents as Factor may reasonably require to carry out the purpose and intent of this Joinder.

4. Ratification of Factoring Documents.  Except as specifically amended by this Joinder and the other documents executed in connection herewith, all of the terms and conditions of the Factoring Agreement and the other Factoring Documents shall remain in full force and effect, and the Factoring Agreement and other Factoring Documents shall remain the legal, valid and binding obligations of the parties thereto and hereto.  For the avoidance of doubt, the execution and delivery of this Joinder to Factor shall in no way effectuate a release or other discharge of the obligations of any Client.

5. Modification to Factoring Agreement.

a. The introductory portion of the fifth sentence in section 15.1 of the Factoring Agreement (namely that portion of such sentence which immediately precedes the colon therein) is hereby deleted in its entirety and the following new introductory portion of the fifth sentence in Section 15.1 is substituted therefor:

b. The definition of “Excluded Accounts” set forth in the second paragraph of section 1 of the Factoring Agreement is hereby restated in its entirety as follows:

6. Miscellaneous.

a. Counterparts.  This Joinder may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered will be deemed to be an original and all of which taken together will constitute one and the same agreement.

b. Acknowledgement and Waiver.  Additional Client and each Existing Client acknowledges and agrees that they have no defenses to payment and performance of their Obligations under the Factoring Documents on the terms set forth therein, and have no claims or counterclaims against Factor with respect to the Factoring Documents or the transactions or the relationship provided for therein, and forever waive any contention to the contrary.

c. Governing Law.  The validity, interpretation and enforcement of this Agreement is governed by the laws of the State of New York, excluding any conflict laws of such State.