AMENDMENTNO.1 AND ALLONGE TO REVOLVING LINE OF CREDIT NOTE

A.

Reference is hereby made to a certain Revolving Line of Credit and Term Loan Agreement dated as of November 30, 2007 by and between Borrower and Lender, as amended by (i) a certain Amendment No. 1 to Term Loan Agreement, dated March 31, 2008, (ii) a certain Amendment No. 2 to Term Loan Agreement, dated June 30, 2008, (iii) a certain Amendment No. 3 to Term Loan Agreement, dated June 30, 2008, (iv) a certain Amendment No. 4 to Term Loan Agreement dated as of July 16, 2008, and (v) a certain Amendment No. 5 to Term Loan Agreement dated as of October 1, 2008 and (vi) a certain Amendment No. 6 to Term Loan Agreement dated as of November 26, 2008 (as amended, the “Loan Agreement”).  The loan obligations of Borrower to Lender are further evidenced by a certain Revolving Line of Credit Note dated November 30, 2007, from the Borrower to the Lender in the maximum principal amount of $2,000,000.00 (the “Note”).  All capitalized terms used herein and not otherwise defined herein shall have the meanings as set forth in the Loan Agreement.

B.

Borrower has requested that Lender amend certain terms under the Note.

C.

Lender has agreed to amend certain terms under the Note, provided that Borrower agrees with the terms set forth in this Agreement.

1.

Section 3 of the Note is hereby amended to delete such Section 3 in its entirety and to substitute the following new Section 3 in its place:

 

“3.

INTEREST: Each Revolving Advance shall accrue interest at a variable per annum rate of interest equal to the Adjusted LIBOR Rate, plus the LIBOR Rate Margin (as such terms are defined in Rider A entitled “RBS Citizens Standard Libor Provisions (Revolving Line of Credit)” attached hereto and made a part hereof).  Changes in the interest rate applicable to any Revolving Advance occurring as a result of changes in the Adjusted LIBOR Rate shall take place immediately without notice to Borrower or demand of any kind.  Interest on each Revolving Advance shall at all times be calculated on a 360-day year of twelve 30-day months, but shall accrue and be payable on the actual number of days elapsed.”

2.

Section 4 of the Note is hereby amended to delete such Section 4 in its entirety and to substitute the following new Section 4 in its place:

 

“4.

PAYMENTS:  The Borrower shall make monthly payments of accrued interest in arrears on the outstanding principal balance of each Revolving Advance on each Interest Payment Date (as defined in Rider A).  If interest is due and accrued for a period of more or less than one (1) month on any Interest Payment Date, such payment shall be increased or decreased to the extent that the amount of interest then due under such payment exceeds or is less than one (1) month’s interest.  The Borrower shall also repay the Aggregate Revolving Advances in part from time to time in such principal amounts as may be necessary to ensure that the Aggregate Revolving Advances at no time exceed the Maximum Revolving Credit.  On the Expiration Date or such earlier date as may be required by the terms of the Loan Documents, the Borrower shall pay to Lender the entire then unpaid balance of principal, interest, and other charges due under the Loan Documents.  Any payments on this Note, whether such payment is of a regular installment or represents a prepayment, shall be made in coin and currency of the United States of America which is legal tender for the payment of public and private debts, in immediately available funds, to Lender at Lender's address set forth herein or at such other address as Lender may from time to time designate in writing.  The Borrower hereby authorizes Lender to charge any account maintained by Borrower with Lender for any payment due from Borrower under this Note or under any of the other Loan Documents.  In any of the foregoing cases, such authorization, however, does not obligate Lender so to charge nor does it limit the Borrower’s obligation to make any payment when due.”

3.

The definition of “LIBOR Rate Margin” set forth in Section 1 of Rider A attached to the Note is hereby deleted in its entirety and the following substituted in its place:

4.

Borrower hereby acknowledges that the obligations of Borrower under the Note, as amended hereby, shall be affected and governed by the Loan Agreement as amended by a certain Amendment No. 7 to Revolving Line of Credit and Term Loan Agreement of even date herewith by and between Borrower and Lender.