[Section 4.02] of the Plan is amended in its entirety to read as follows:

[Section 4.20(e)] of the SPA is hereby deleted in its entirety and replaced with the following:

[Section 4.20(e)] of the Sellers Disclosure Letter is hereby deleted in its entirety and replaced with [Section 4.20(e)] attached as Annex C to this Amendment.

[Section 4.12(a)] of the Business Financing Agreement is hereby amended in its entirety as follows:

[Section 4.12(c)] of the Business Financing Agreement is hereby deleted.

[Section 4.06] of the Credit Agreement is hereby amended by adding the words “non-delinquent” before the word “premiums” in clause (iii) thereof.

[Section 4.1] of the Plan is hereby amended and restated in its entirety to increase the number of shares reserved for issuance under the Plan as follows:

[Section 4.1] of the Plan is hereby amended so that the maximum number of Shares reserved for issuance under the Plan shall be 3,750,000, which equals the product obtained by dividing # 15,000,000 by # the Reverse Stock Split Ratio.

[Section 4.3] of the Plan is hereby amended so that the maximum aggregate grant of Shares subject to Options, SARs, Restricted Stock, Restricted Stock Units, Performance Shares, Profits Interest Units, and Other Stock-Based Awards payable or denominated in Shares and/or cash which may be granted to any Participant, other than a non-Employee Director, in any fiscal year shall not exceed 375,000 Shares (the “Annual Award Limit”), which adjusted Share amount equals the product obtained by dividing # 1,500,000 by # the Reverse Stock Split Ratio.

[Section 4.4] of the Agreement is amended to read in its entirety as follows: