FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

   H.

Pursuant to a Joinder Agreement dated as of May 17, 2005, the Subsidiary, which was acquired by the Parent, became a party to the Loan Agreement.

    I.

Borrower has requested, and Bank has agreed, to amend the Loan Agreement to extend the maturity date of the Revolving Loan to be May 10, 2006, on the terms and conditions contained in this Agreement.

    1.

Recitals and Certain Definitions. The Recitals set forth above are true and correct and are incorporated into this Amendment by this reference as if they were fully set forth herein. Unless the context requires otherwise, terms defined in the Loan Agreement shall have the same meaning in this Amendment. The term “Loan Agreement” as defined therein and in the other Loan Documents shall mean the Loan Agreement as amended, including by this Amendment.

    2.

Amendment. In order to amend the Loan Agreement in accordance with Recital I above, the following definition in Section 1.1 of the Loan Agreement is hereby amended to read as follows:

 

 

"Revolving Loan Maturity Date" shall mean May 10, 2006, unless extended by the Bank pursuant to any modification, extension or renewal note executed by the Borrower and accepted by the Bank in its sole and absolute discretion in substitution of the Revolving Note.

    3.

Scope of Amendment. This Amendment does not limit the rights of Bank with respect to any other loan documents or any other loan or other relationship to which the Borrower or Bank may be parties determined, in each case, after giving effect to any amendments in connection with this Amendment.

    4.

Reaffirmation of Obligations. Borrower (i) reaffirms all of its obligations under the Loan Documents to which it is a party, (ii) acknowledges that it has no claims, offsets, or defenses with respect to the payment of sums due under the Loan Agreement or any other Loan Document, (iii) acknowledges and consents to the modifications required pursuant to this Amendment, and (iv) acknowledges that, except as otherwise provided herein, each of the other Loan Documents is hereby ratified and confirmed and remains in full force and effect.

    5.

Reaffirmation of Warranties and Representations. Borrower hereby represents and warrants to Bank that after giving effect to this Amendment (a) all representations and warranties contained in the Loan Documents are true and correct as of the date hereof as if made on the date hereof except to the extent such representation or warranty expressly relates to an earlier date, (b) as of the date hereof Borrower is in full compliance with the covenants contained in each of the Loan Documents, except for the covenant violation which was waived by Bank under the First Amendment, and any other covenant violation heretofore expressly waived by the Bank in writing or waived above, and (c) as of the date hereof there exists no Event of Default or any condition that, with the giving of notice or lapse of time or both, would constitute an Event of Default under any of the Loan Documents, except for the default waived in the First Amendment or any other defaults heretofore expressly waived by the Bank in writing or waived above.

    6.

Borrower Authorization. Borrower hereby authorizes Bank to file such financing statements and extensions as Bank from time to time deems necessary or desirable to continue the perfection of its security interest in the Collateral.

    7.

Conditions to Effectiveness of Amendment. The effectiveness of this Amendment is subject to Borrower's satisfaction of the following conditions:

    8.

Counterparts. This document may be executed in counterparts, which taken together shall be considered one and the same instrument.