AMENDMENT No. 1 TO CREDIT AGREEMENT

                              (b)     Section 5.11(e) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

     “(e) Encumbrances.  Either (i) enter into an agreement with any entity (other than Bank) not to pledge, encumber or otherwise grant a lien or security interest upon any of its property or assets, or (ii) create, incur, assume or suffer to exist any mortgage, lien, security interest, restriction or encumbrance with respect to any of its property or assets, including, but not limited to, the Collateral, the Mortgaged Property, the Intellectual Property and the Liquidity, other than (A) Permitted Liens and (B) liens on insurance policies financed pursuant to Section 5.11(c)(5) hereof, which liens attach only to the policies being financed, and only for the unpaid balance (including interest and financing charges) of the amounts financed thereunder.

3.     Representations and Warranties.  The Borrower hereby represents and warrants to the Bank that:

                             (a)     Representations.  Each of the representations and warranties of the Borrower contained in the Credit Agreement are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof (other than those made as of a specific date, which representations and warranties shall be true and correct as of such date);

                             (b)     Power and Authority.  The Borrower has the power and authority under the law of its state of incorporation and under its articles of incorporation and bylaws to enter into and perform this Amendment; and all corporate actions  necessary or appropriate for the execution and performance by the Borrower of this Amendment have been taken and, upon its execution, the Credit Agreement, as amended by this Amendment, constitutes the valid and binding obligations of the Borrower, enforceable in accordance with its terms;

                             (c)     No Violations of Law or Agreements.  The making and performance of this Amendment will not violate any provisions of any law or regulation, federal, state or local, or the articles of incorporation or bylaws of the Borrower, or result in any breach or violation of, or constitute a default or require the obtaining of any consent under, any agreement or instrument by which the Borrower or its property may be bound;

                             (d)     No Default.  After giving effect to this Amendment, no Default or Event of Default (as defined in the Credit Agreement) has occurred and is continuing; and

                             (e)     No Material Adverse Change.  There has been no material adverse change in the financial condition of the Borrower since the date of, and as reflected in, the financial statements of the Borrower most recently delivered to the Bank.

4.     Additional Covenants and Agreements.  The Borrower does hereby:

                             (a)     ratify, confirm and acknowledge that the Credit Agreement, as amended, continues to be and is valid, binding and in full force and effect;

                             (b)     covenant and agree to perform all obligations of the Borrower contained herein and under the Credit Agreement, as amended;