AMENDMENTNO.3 AND ALLONGE TO TERM PROMISSORY 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 (i) a certain Term Promissory Note dated as of November 30, 2007 from the Borrower to the Lender in the original available principal amount of $13,000,000.00 as amended by a certain Amendment No. 1 and Allonge to Term Promissory Note, dated as of June 30, 2008, increasing the maximum principal amount to $15,000,000.00 and as amended by a certain Amendment No. 2 and Allonge to Term Promissory Note dated as of October 1, 2008 (as amended, 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 Term Loan 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 attached hereto and made a part hereof entitled “RBS Citizens Standard LIBOR Provisions”).  Changes in the interest rate applicable to any Term Loan 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.  At any time prior to the Term Loan Maturity Date and provided that no Event of Default has occurred under the Loan Documents, the Borrower shall have the option, upon written notice to Lender in each instance and upon Lender’s approval, to enter into one or more Hedging Contracts (as defined in Rider A) with respect to all or a portion of the then outstanding principal balance under this Note, which Hedging Contracts shall commence on the date of such Hedging Contract and shall continue for a period not to exceed the Term Loan Maturity Date.  Any principal amount subject to a Hedging Contract shall accrue interest at the Adjusted LIBOR Rate plus the LIBOR Rate Margin.  Interest 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.

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:

3.

The definition of Note in Section 1 of Rider A 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.