Period

$(2,142,000). The failure of the Obligors to have: (a) Book Net Worth as of the end of the fiscal quarter ended in September 2006 of not less than $3,200,000, in violation of Section 6.2(b) of the Credit Agreement; and (b) cumulative Net Income for the four fiscal quarters ended in September 2006 in an amount not worse than $(1,045,000), in violation of Section 6.2(c) of the Credit Agreement, in each case constitutes an Event of Default under Section 7.1(b) of the Credit Agreement. The Events of Default expressly referred to in this paragraph are herein collectively referred to as the “Designated Defaults.”

Effective as of the date hereof, upon the satisfaction of the conditions precedent set forth in Section Five hereof, the Lender hereby waives the Designated Defaults as an Events of Default. Nothing herein shall constitute a waiver by the Lender of any other Default or Event of Default, whether or not the Lender has any knowledge thereof, nor shall anything herein be deemed a waiver by the Lender of any Default or Event of Default which may occur after the date of this Amendment.

Section Three. Amendment and Waiver Fee. In consideration for the amendments and waivers provided herein, the Borrower shall pay to the Lender a non-refundable fee in the amount of $25,000 (the “Amendment Fee”), which fee shall be fully earned on the date hereof and payable in three (3) installments as follows: $5,000 on December 1, 2006; $10,000 on January 2, 2007; and $10,000 on February 6, 2007. The failure of the Borrower to pay any installment of the Amendment Fee when due shall constitute an Event of Default.

Section Four. Representations and Warranties. To induce the Lender to enter into this Amendment, each Obligor warrants and represents to the Lender as follows:

(a)           all of the representations and warranties contained in the Credit Agreement and each other Loan Document continue to be true and correct in all material respects as of the date hereof, as if repeated as of the date hereof, except for such representations and warranties which, by their terms, are only made as of a previous date;

(b)          the execution, delivery and performance of this Amendment by each Obligor is within its corporate powers, has been duly authorized by all necessary corporate action on its part, and each Obligor has received all necessary consents and approvals (if any shall be required) for the execution and delivery of this Amendment;

(c)           upon its execution, this Amendment shall constitute the legal, valid and binding obligation of each Obligor, enforceable against each Obligor in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) general principles of equity;

(d)          no Obligor is in default under any indenture, mortgage, deed of trust, or other material agreement or material instrument to which it is a party or by which it may be bound. Neither the execution and delivery of this Amendment, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof will (i) violate any law or regulation applicable to any Obligor, (ii) cause a violation by any Obligor of any order or decree of any court or government instrumentality applicable to it, (iii) conflict with, or result in the breach of, or constitute a default under, any indenture, mortgage, deed of trust, or other material agreement or material instrument to which any Obligor is a party or by which it may be bound, (iv) result in the creation or

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