AMENDMENT NO. 4 TO INTERCREDITOR AND SUBORDINATION AGREEMENT

A.

Reference is hereby made to a certain Intercreditor and Subordination Agreement, dated as of November 30, 2007, by and among Senior Creditor, the Subordinating Creditors, and the Obligors, as amended by (i) a certain Amendment No. 1 to Intercreditor and Subordination Agreement dated as of March 31, 2008, (ii) a certain Amendment No. 2 to Intercreditor and Subordination Agreement dated as of June 30, 2008 and (iii) a certain Amendment No. 3 to Intercreditor and Subordination Agreement dated as of June 30, 2008 (as amended, the “Intercreditor Agreement”). All capitalized terms used herein and not otherwise defined herein shall have the meanings as set forth in the Intercreditor Agreement.

B.

Company has requested approval of and/or financing from the Senior Creditor and Subordinating Creditors for the Company’s acquisition of Alan N. Kanter & Associates, Inc., a Maryland corporation with its principal place of business at 31 Walker Avenue, 2nd Floor, Baltimore, MD 21208 (the “Subsidiary”).

C.

Senior Creditor and Subordinating Creditors have approved of and/or have agreed to provide financing for the Company’s acquisition of the Subsidiary and, in connection therewith, have required that the Subsidiary execute certain guaranties in favor of Senior Creditor and Subordinating Creditors of the Company’s obligations under the Senior Documents and the Subordinated Documents, respectively.

D.

In connection with the execution of the foregoing guaranties, the Senior Creditor and Subordinating Creditors have also required that the Subsidiary agree, by its execution of this Agreement, to be bound by the terms and conditions of the Intercreditor Agreement.

1.

The definition of “Guarantors” and “Obligors” set forth in the Intercreditor Agreement shall hereby be deemed to include the Subsidiary, and Subsidiary hereby agrees to be bound by the terms and conditions of the Intercreditor Agreement.

2.

Any guaranties executed by Subsidiary in favor of Senior Creditor shall hereby be deemed to be a “Senior Guaranty” under the Intercreditor Agreement, and any guaranties executed by Subsidiary in favor of Subordinated Creditors shall hereby be deemed to be a “Junior Guaranty” under the Intercreditor Agreement.

3.

No other changes shall be made to the Intercreditor Agreement. This Agreement is made in the Commonwealth of Massachusetts and shall be construed in accordance with its laws without regard to principles of conflicts of laws. If any provision hereof is in conflict with any statute or rule of law of the Commonwealth of Massachusetts or any other statute or rule of law of any other applicable jurisdiction or is otherwise unenforceable, such provisions shall be deemed null and void only to the extent of such conflict or unenforceability and shall be deemed separate from and shall not invalidate any other provision of this Agreement.

4.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and no other parties shall be a beneficiary hereunder. Neither this Agreement nor any of the provisions hereof can be changed, waived, discharged or terminated except by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought.

5.

This Agreement may be signed in counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Signatures delivered by facsimile transmission shall have the same force and effect as original signatures delivered in person.

By: Woodside Opportunity Partners, LLC, its Manager

By: Woodside Capital Management, LLC, its Manager

By:

 /s/ Daphne J. Firth

Name: Daphne J. Firth

Title:   EVP

 

By: Woodside Opportunity Partners, LLC, its Manager

By: Woodside Capital Management, LLC, its Manager

By:

 /s/ Daphne J. Firth

Name: Daphne J. Firth

Title:   EVP

 

By:

 /s/ Gary Murray

Name: Gary Murray

Title:   ECO

By:

Woodside Capital Management, LLC, its Manager

By:

/s/ Daphne J. Firth

Name: Daphne J. Firth

Title:   EVP