Common use of Effectiveness of Amendments Clause in Contracts

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed by the Company and all of the Lenders, and the Agent shall have received the following, each duly executed or certified: 3.1 This Amendment duly executed by the Borrower. 3.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27, 2000, and (ii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantor. 3.5 The Borrower shall have satisfied such other conditions as specified by the Agent and the Lenders, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts as of this AmendmentJuly 30, duly executed 2007 upon delivery by the Company and all of the LendersBorrower of, and compliance by the Agent shall have received Borrower with, the following, each duly executed or certified: 3.1 This Amendment duly executed by the Borrower. 3.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate Articles of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were last delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27, 2000Borrower, and (ii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "“Amendment Documents"”), and certifying as to specimens of such officer's ’s signature and such officer's ’s incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantor. 3.5 The Borrower shall have satisfied such other conditions as specified by the Agent and the LendersLender, including payment of all unpaid legal fees and expenses incurred by the Agent Lender through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this This Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed by the Company and all as of the LendersFirst Amendment Date upon delivery of, and the Agent shall have received compliance with, the following, each duly executed or certified: 3.1 5.1. This Amendment duly executed by the Borrower, the Administrative Agent and the Lenders. 3.2 5.2. A Reaffirmation of the Guaranty and Security Documents duly executed and delivered by the Guarantors, substantially in the form of Exhibit B attached hereto. 5.3. A Funding Request with respect to the Increased Loan Amount, which shall include disbursement instructions and funds flow, sufficiently in advance of the First Amendment Date as determined by the Administrative Agent in its reasonable discretion. 5.4. The Administrative Agent shall have received a certificate, signed by the chief financial officer of the Borrower, stating that on the First Amendment Date (a) each of the conditions precedent set forth in Section 5.3 of the Loan Agreement has been satisfied in form and substance acceptable to, or waived by, the Administrative Agent (except for the requirements under Sections 5.3(e), 5.3(f) and 5.3(g) of the Loan Agreement) and (b) the representations and warranties contained in Article 6 of the Loan Agreement and of Section 6 of this Amendment are true and correct in all material respects (or if made as of a specific date, such representations and warranties were true and correct in all material respects as of such date), except to the extent qualified by materiality, “Material Adverse Effect” or like qualification, in which case such representations and warranties are (or were) true and correct in all respects. 5.5. A certificate of the Manager, Member or Secretary (or other appropriate officer) of each Loan Party dated as of the First Amendment Date and certifying as to the following: (a) a true and accurate copy of the articles of incorporation, certificate of formation, certificate of partnership or other equivalent documents of such Loan Party with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its organization as date reasonably acceptable to the Administrative Agent; (b) a true and accurate copy of the bylaws, operating agreement or partnership agreement of such Loan Party; (c) a true and accurate copy of the resolutions or unanimous written consent of the Board appropriate governing body of Directors of the Borrower such Joining Party authorizing the execution, delivery delivery, and performance of this Amendment certified as true Amendment, any other joinder documentation and accurate by its Secretary or Assistant Secretarythe transactions contemplated hereby; and (d) the incumbency, along names, titles, and signatures of the officers of such Loan Party authorized to execute the Loan Documents to which such Loan Party is a party. 5.6. Completed UCC, tax lien, bankruptcy, litigation and judgment searches for each Loan Party with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment results satisfactory to the Certificate of Incorporation or Bylaws Administrative Agent. 5.7. Insurance certificates and endorsements (within 30 days of the First Amendment Date, if requested by the Administrative Agent) including each Loan Party in form and substance reasonably acceptable to the Administrative Agent listing the Administrative Agent as loss payee thereon with respect to property or casualty insurance and as an additional insured with respect to liability insurance. 5.8. A certificate of good standing for each Loan Party in its jurisdiction of organization as of a date reasonably acceptable to the Administrative Agent. 5.9. Written opinions delivered by counsel to the Borrower since true and accurate copies of each Loan Party (including their local counsel), addressed to the same were Administrative Agent and the Lenders and dated the First Amendment Date, in form and substance reasonably acceptable to the Administrative Agent and consistent with the opinions delivered in connection with the Loan Agreement with respect to the Borrower and the Loan Parties, and such opinion shall have been delivered to the Administrative Agent in sufficient counterparts for each Lender with a certificate of the Secretary of the Borrower dated December 27, 2000, and (ii) identifying each officer of the Borrower authorized requesting such counterparts from time to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holdstime. 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantor. 3.5 5.10. The Borrower shall have satisfied paid or reimbursed the Administrative Agent or each Lender for, or otherwise made arrangements for the payment or reimbursement to the Administrative Agent or such other conditions as specified by Lender in a manner reasonably acceptable to the Administrative Agent or such Lender, all fees and the Lendersexpenses then due and payable, including payment of all unpaid legal fees and expenses reasonably incurred by the Administrative Agent through the date of this Amendment in connection with the Credit Agreement this Amendment and the Loan Agreement. 5.11. The Borrower shall have delivered such documentation relating to the termination, satisfaction and discharge of the OCN Loans and any liens securing the OCN Loans concurrently with the effectiveness of the First Amendment and the payment of the amounts set forth in Section 3.1(b) and (c) hereof, acceptable to the Administrative Agent in its reasonable discretion, including but not limited to: (a) a termination of that certain First Amended Loan Amendment Term Sheet between OCN and CannaRoyalty Corp. dated July 15, 2020 (as amended, restated, supplemented or modified, the “OCN First Loan Document”), (b) a termination of that certain First Amended and Restated Loan Agreement between OCN and CannaRoyalty Corp. dated September 29, 2020 (as amended, restated, supplemented or modified, the “OCN Second Loan Document”), (c) a termination of that certain First Amended and Restated General Security Agreement dated as of September 29, 2020 by CannaRoyalty Corp. in favor of OCN (as amended, restated, supplemented or modified, the “OCN Security Agreement”; together with the OCN First Loan Document, and the OCN Second Loan Document, the “OCN Loan Documents”), and (d) a draft termination statement for any PPSA or UCC filings made pursuant to the OCN Loan Documents, to be filed immediately upon closing with delivery of a file-stamped copy to the Administrative Agent immediately upon receipt, as applicable.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed by the Company and all of the Lenders, and the Agent shall have received the following, each duly executed or certified: 3.1 (a) This Amendment Amendment, duly executed by the Borrower. 3.2 (b) A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27September 29, 2000, and (ii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 (c) Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 (d) The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit AGuaranty, duly executed by each the Guarantor. 3.5 (e) The Borrower shall have satisfied such other conditions as specified by the Agent and the Lenders, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained and waiver in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrower of, and compliance by the Agent shall have received Borrower with, the following, each duly executed or certified: 3.1 This Amendment duly executed by the Borrower. 3.2 A copy certificate of an officer of the resolutions Borrower dated as of the date of this Amendment and certifying as to the following: (a) The Borrower’s Resolutions of the Board of Directors (the “Resolutions”), a copy of which was attached to a Secretary’s Certificate of the Company dated June 7, 2022 (the “Existing Secretary’s Certificate”), remain in full force and effect, are sufficient to authorize this Amendment by the Borrower and its execution and delivery by officers of the Borrower, and there has been no change in or revocation of the authority granted to the officers of the Borrower authorizing therein. (b) The incumbency, names, titles, and signatures of the execution, delivery and performance of Borrower’s officers authorized to execute this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary Amendment. (ic) certifying that there There has been no amendment to the Certificate Borrower’s articles of Incorporation incorporation or Bylaws of the Borrower bylaws since true and accurate copies of the same thereof were delivered to the Lender Bank with a the Existing Secretary’s Certificate. 3.3 A good standing certificate of from the Secretary of the Borrower dated December 27, 2000, and (ii) identifying each officer State of the Borrower authorized State of Iowa dated not more than 30 days prior to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens date of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantor. 3.5 The Borrower shall have satisfied such other conditions as specified by the Agent and the LendersBank, including payment of all unpaid legal fees and expenses incurred by the Agent Bank through the date of this Amendment in connection with the Credit Agreement and the Amendment DocumentsDocuments (as defined below).

Effectiveness of Amendments. The amendments contained in this Amendment shall become will be effective provided upon delivery by the Agent shall have received at least five (5) counterparts of this Borrowers of, and compliance by the Company with, the following: 3.1. This Amendment, duly executed by the Company and all of Company, the LendersAgent, and the Lenders constituting the Required Lenders (whether the same or different copies) and delivered (including by way of telecopy or other electronic transmission (including by e-mail in .pdf format), in each case with original signatures to follow promptly thereafter) to the Agent. 3.2. A fee letter (the “Amendment Fee Letter”) duly executed by the Company and the Agent for the benefit of the Agent and the Lenders. 3.3. The Agent shall have received a certificate of an Authorized Officer of the followingCompany (a) certifying that no Default or Event of Default has occurred and is continuing after giving effect to this Amendment, each duly executed or certified: 3.1 This (b) certifying that the execution, delivery, and performance of this Amendment, the Credit Agreement as amended by this Amendment duly executed and the other documents and agreements required to be delivered by the Borrower. 3.2 A Company hereunder (collectively, the “Amendment Documents”) have been duly authorized, (c) certifying to and attaching a true and accurate copy of the resolutions or unanimous written consent of the Board board of Directors directors of the Borrower Company authorizing the execution, delivery delivery, and performance of this the Amendment certified as true Documents, and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (id) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27, 2000, and (ii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) is necessary in connection with respect the consummation of the Amendment Documents other than any consents or approvals already obtained, copies of which have been delivered to this Amendmentthe Agent. 3.4 3.4. The Consent Agent shall have received all fees due and Reaffirmation payable to it for the benefit of Guarantors, in itself and the form attached hereto as Exhibit A, duly executed by each GuarantorLenders pursuant to the Amendment Fee Letter. 3.5 3.5. The Borrower Company shall have satisfied such other conditions as specified by the Agent and in writing prior to the Lenders, including payment of all unpaid legal fees and expenses incurred by the Agent through the date execution of this Amendment in connection with the Credit Agreement and the Amendment DocumentsAmendment.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrower of, and compliance by the Agent shall have received Borrower with, the following, each duly executed or certified: 3.1 This Amendment and the Third Amended and Restated Revolving Note in the form of Exhibit A hereto (the "Note"), each duly executed by the Borrower. 3.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment and the Note certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate Articles of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were previously delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27, 2000Bank, and (ii) identifying each officer of the Borrower authorized to execute this Amendment Amendment, the Note and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation A reaffirmation of Guarantors, the Security Agreement in the form of Exhibits B-1 through B-3 attached hereto as Exhibit Ato this Amendment, duly executed by each Guarantorof Health Resource Management, Ltd., HRM Claim Management, Inc., and Institute for Healthcare Quality, Inc.. 3.5 The Borrower shall have paid an Amendment and Waiver Fee of $5,000. 3.5 3.6 The Borrower shall have satisfied such other conditions as specified by the Agent and the LendersBank, including payment of all unpaid legal fees and expenses incurred by the Agent Bank through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrower of, and compliance by the Agent shall have received Borrower with, the following, each duly executed or certified: 3.1 This Amendment duly executed by the Borrower. 3.2 A copy certificate of an officer of the resolutions Borrower dated as of the date of this Amendment and certifying as to the following: (a) The Borrower’s Resolutions of the Board of Directors (the “Resolutions”), a copy of which was attached to a Secretary’s Certificate of the Company dated June 7, 2022 (the “Existing Secretary’s Certificate”), remain in full force and effect, are sufficient to authorize this Amendment by the Borrower and its execution and delivery by officers of the Borrower, and there has been no change in or revocation of the authority granted to the officers of the Borrower authorizing therein. (b) The incumbency, names, titles, and signatures of the execution, delivery and performance of Borrower’s officers authorized to execute this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary Amendment. (ic) certifying that there There has been no amendment to the Certificate Borrower’s articles of Incorporation incorporation or Bylaws of the Borrower bylaws since true and accurate copies of the same thereof were delivered to the Lender Bank with a the Existing Secretary’s Certificate. 3.3 A good standing certificate of from the Secretary of the Borrower dated December 27, 2000, and (ii) identifying each officer State of the Borrower authorized State of Iowa dated not more than 30 days prior to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens date of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantor. 3.5 The Borrower shall have satisfied such other conditions as specified by the Agent and the LendersBank, including payment of all unpaid legal fees and expenses incurred by the Agent Bank through the date of this Amendment in connection with the Credit Agreement and the Amendment DocumentsDocuments (as defined below).

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrower of, and compliance by the Agent shall have received Borrower with, the following, each duly executed or certified: 3.1 This Amendment Amendment, the new Revolving Note and the new Term Note, in the forms attached hereto as Exhibit A and B, respectively, each duly executed by the Borrower. 3.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment Amendment, the new Revolving Note and the new Term Note certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate Articles of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were previously delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27, 2000Bank, and (ii) identifying each officer of the Borrower authorized to execute this Amendment Amendment, the new Revolving Note and the new Term Note and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation Reaffirmations of Guarantors, Security Agreement in the form attached hereto as Exhibit Aforms of Exhibits C-1, C-2 and C-3, duly executed by each Guarantorthe corporations indicated therein. 3.5 A good standing certificate for the Borrower issued as of a date acceptable to the Bank. 3.6 The Borrower shall have satisfied such other conditions as specified by the Agent and the LendersBank, including payment of all unpaid legal fees and expenses incurred by the Agent Bank through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided on April 8, 2005 once executed by the Borrower and the Lenders and once the Agent shall have has received at least five the following: (5a) counterparts This Amendment and a Note in the principal amount of each Lender’s Commitment Amount from the Borrower to the each such Lender substantially in the form of Exhibit A to the Credit Agreement (together with this Amendment, duly executed by the Company and all of the Lenders, and the Agent shall have received the following, each duly executed or certified:“Amendment Documents”); 3.1 This Amendment duly executed by the Borrower. 3.2 (b) A copy of the resolutions of the Board of Directors of the General Partner of the Borrower authorizing the execution, delivery and performance of this Amendment and the Notes certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate Articles of Incorporation Organization or Bylaws operating agreement of the Borrower since true and accurate copies of the same were delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27April 9, 20002004, and (ii) identifying each officer of the general partner of the Borrower authorized to execute this Amendment Amendment, the Notes and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents")Amendment, and certifying as to specimens of such officer's ’s signature and such officer's ’s incumbency in such offices as such officer holds.; and 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if anyc) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantor. 3.5 The Borrower shall have satisfied such other conditions as specified by the Agent and the LendersAgent, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed by the Company and all of the Lenders, and the Agent shall have received the following, each duly executed or certified: 3.1 4.1 This Amendment duly executed by the Borrower. 3.2 4.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27, 2000, and (ii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 4.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 4.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantor. 3.5 4.5 An Amendment Fee in the amount of (i) $1,200 times (ii) the number of Lenders outstanding as of the date hereof. 4.6 The Borrower shall have satisfied such other conditions as specified by the Agent and the Lenders, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrower of, and compliance by the Agent shall have received Borrower with, the following, each duly executed or certified: 3.1 This Amendment Amendment, duly executed by the Borrower. 3.2 The Second Amended and Restated Convertible Subordinated Promissory Notes, duly executed by Tecstar Automotive Group, Inc. 3.3 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Lender Agent with a certificate of the Secretary of the Borrower dated December 27January 31, 20002007, and (ii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "“Amendment Documents"”), and certifying as to specimens of such officer's ’s signature and such officer's ’s incumbency in such offices as such officer holds. 3.3 3.4 A Reaffirmation of Guaranty by the Guarantors in the form of Exhibit B attached to this Amendment, duly executed by the Guarantors. 3.5 A Reaffirmation of Security Documents in the form of Exhibit C attached to this Amendment, duly executed by the Guarantors. 3.6 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantor. 3.5 3.7 The Borrower shall have satisfied such other conditions as specified by the Agent and the LendersAgent, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrower of, and compliance by the Agent shall have received Borrower with, the following, each duly executed or certified: 3.1 This Amendment duly executed by the Borrower. 3.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate Articles of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were last delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27, 2000Borrower, and (ii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "“Amendment Documents"”), and certifying as to specimens of such officer's ’s signature and such officer's ’s incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantor. 3.5 The Borrower shall have satisfied such other conditions as specified by the Agent and the LendersLender, including payment of all unpaid legal fees and expenses incurred by the Agent Lender through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrower of, and compliance by the Agent shall have received Borrower with, the following, each duly executed or certified: 3.1 This Amendment duly executed by the Borrower. 3.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment and the Notes certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate Articles of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27, October 10 ,2000, and (ii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent A good standing certificate for the Borrower and Reaffirmation from the State of Guarantors, in Minnesota issued not more than 30 days prior to the form attached hereto as Exhibit A, duly executed by each Guarantordate of this Amendment. 3.5 The Borrower shall have satisfied such other conditions as specified by the Agent and the LendersLender, including payment of all unpaid legal fees and expenses incurred by the Agent Lender through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrower of, and compliance by the Agent shall have received Borrower with, the following, each duly executed or certified: 3.1 This Amendment Amendment, duly executed by the Borrower. 3.2 A Security Agreement, in the form of Exhibit C hereto, duly executed by the Parent. 3.3 A Guaranty, in the form of Exhibit D hereto, duly executed by the Parent. 3.4 A copy of the company resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws organizational of the Borrower since true and accurate copies of the same were delivered to the Lender Agent with a certificate of the Secretary of the Borrower dated December 27March 31, 20002003, or, if any of such documents have been amended, certifying that true and accurate copies of such documents have been attached thereto, (ii) certifying as to true and accurate copies of the resolutions of the governing body of the Borrower authorizing the execution and delivery of this Amendment and each other document or instrument in connection with this Amendment (collectively, the “Amendment Documents”) to be executed by the Borrower (iii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "“Amendment Documents"”), and, if specimens of such officers’ signatures were not previously provided to the Agent, certifying as to specimens of such officers’ signatures and such officers’ incumbency in such offices as such officers hold. 3.5 A copy of the corporate resolutions of the Parent authorizing the execution, delivery and performance of the Parent’s Security Agreement and Guaranty certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying as to true and correct copies of the organizational documents of the Parent, (ii) certifying as to true and accurate copies of the resolutions of the governing body of the Parent authorizing the execution and delivery of the Parent’s Guaranty and Security Agreement and each other document or instrument to be executed by the Parent in connection with this Amendment and (iii) identifying each officer of the Parent authorized to execute the Parent’s Security Agreement and Guaranty and any other instrument or agreement executed by the Parent in connection with this Amendment, and certifying as to specimens of such officer's ’s signature and such officer's ’s incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantor. 3.5 The Borrower shall have satisfied such other conditions as specified by the Agent and the Lenders, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrowers of, and compliance by the Agent shall have received Borrowers with, the following, each duly executed or certified: 3.1 This Amendment duly and the Advancing Term Note (2004) substantially in the form of Exhibit 2.3(c) (there are no Exhibits 2.3(a) and 2.3(b) to this Amendment) hereto must be executed by and delivered to the BorrowerLender prior to the first Advance thereon). 3.2 A copy of the resolutions of the Board of Directors of the Borrower Corporate Borrowers authorizing the execution, delivery and performance of this Amendment and the Advancing Term Note (2004) (the "Note") certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Borrower Corporate Borrowers since true and accurate copies of the same were delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27, 2000Secretary, and (ii) identifying each officer of the Corporate Borrower authorized to execute this Amendment Amendment, the Note and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantor. 3.5 The Borrower Borrowers shall have satisfied such other conditions as specified by the Agent and the LendersLender, including payment of all unpaid legal fees and expenses incurred by the Agent Lender through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrower of, and compliance by the Agent shall have received Borrower with, the following, each duly executed or certified: 3.1 This Amendment duly executed by the Borrower. 3.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Lender Bank with a certificate of the Secretary of the Borrower dated December 27May 31, 20002001 except for an amendment to the Certificate of Incorporation increasing the Borrower's authorized shares, and (ii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies A reaffirmation of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect guaranty in form and substance reasonably satisfactory to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit ABank, duly executed by each Guarantor. 3.5 3.4 The Borrower shall have satisfied such other conditions as specified by the Agent and the LendersBank, including payment of all unpaid legal fees and expenses incurred by the Agent Bank through the date of this Amendment in connection with the Amended and Restated Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed by the Company and all of the Lenders, and the Agent shall have received the following, each duly executed or certified: 3.1 This Amendment duly executed by the Borrower. 3.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27, 2000, and (ii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation Agreement of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantor. 3.5 The Borrower shall have satisfied such other conditions as specified by the Agent and the Lenders, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided upon delivery by the Agent shall have received at least five Borrower of, and compliance by the Borrower with, the following: (5a) counterparts of this This Amendment, duly executed by the Company and all of the Lenders, and the Agent shall have received the following, each duly executed or certified: 3.1 This Amendment duly executed by the Borrower. 3.2 (b) A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment Amendment, certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate Articles of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27March 31, 2000, and (ii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 (c) Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantor. 3.5 (d) The Borrower shall have satisfied such other conditions as specified by the Agent and the LendersLender, including payment of all unpaid legal fees and expenses incurred by the Agent Lender through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrower of, and compliance by the Agent shall have received Borrower with, the following, each duly executed or certified: 3.1 This Amendment Amendment, duly executed by the Borrower. 3.2 The Term C Note, duly executed by the Borrower. 3.3 The restated Term B Note, duly executed by the Borrower. 3.4 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment Amendment, the Term C Note and the restated Term B Note certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Lender Agent with a certificate of the Secretary of the Borrower dated December 27January 31, 20002007, except for the amendment to the Certificate of Incorporation previously provided to the Agent and (ii) identifying each officer of the Borrower authorized to execute this Amendment Amendment, the Term C Note and the Term B Note and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 3.5 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantor. 3.5 3.6 The Borrower shall have satisfied such other conditions as specified by the Agent and the LendersAgent, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrower of, and compliance by the Agent shall have received Borrower with, the following, each duly executed or certified: 3.1 This Amendment duly executed by the Borrower. 3.2 The New Revolving Notes, duly executed by the Borrower. 3.3 A copy of the company resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment and the New Revolving Notes certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate articles of Incorporation or Bylaws organization of the Borrower since true and accurate copies of the same were delivered to the Lender Agent with a certificate of the Secretary of the Borrower dated December 27March 31, 20002003, and (ii) identifying each officer of the Borrower authorized to execute this Amendment Amendment, the Revolving Notes and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies 3.4 A Reaffirmation of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect Guaranty and Security Agreement in the form of Exhibit C attached to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantorthe Parent. 3.5 The Borrower shall have paid (i) an amendment fee in the amount of $60,000 for the benefit of U.S. Bank National Association and (ii) an additional amendment fee in the amount of $60,000 for the benefit of LaSalle Bank National Association. 3.6 The Borrower shall have satisfied such other conditions as specified by the Agent and the LendersAgent, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective as of November 30, 2002 (except with respect to Section 2.2 of this Amendment, which shall become effective as of September 30, 2002) provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed by the Company and all of the Lenders, and the Agent shall have received the following, each duly executed or certified: 3.1 (a) This Amendment Amendment, duly executed by the BorrowerCompany. 3.2 (b) A copy of the resolutions of the Board of Directors of the Borrower Company authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Borrower Company since true and accurate copies of the same were delivered to the Lender with a certificate of the Secretary of the Borrower Company dated December 27September 29, 2000, and (ii) identifying each officer of the Borrower Company authorized to execute this Amendment and any other instrument or agreement executed by the Borrower Company in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 (c) Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 (d) The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit AGuaranty, duly executed by each the Guarantor. 3.5 (e) The Borrower Company shall have satisfied such other conditions as specified by the Agent and the Lenders, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrower of, and compliance by the Agent shall have received Borrower with, the following, each duly executed or certified: 3.1 This Amendment and the Fourth Amended and Restated Term Note in the form of Exhibit A hereto (the "Note"), each duly executed by the Borrower. 3.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment and Note certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate Articles of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Lender Bank with a certificate of the Secretary of the Borrower dated December 27March 31, 2000, except for an amendment to the Articles of Incorporation dated November 7, 2002 allowing for a reverse split of the Borrower's common stock, a true and correct certified copy of which has been delivered by the Secretary of the Borrower, and (ii) identifying each officer of the Borrower authorized to execute this Amendment Amendment, the Note and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantor. 3.5 The Borrower shall have satisfied such other conditions as specified by the Agent and the LendersBank, including payment of all unpaid legal fees and expenses incurred by the Agent Bank through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrower of, and compliance by the Agent shall have received Borrower with, the following, each duly executed or certified: 3.1 This Amendment duly executed by the Borrower. 3.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Lender Agent with a certificate of the Secretary of the Borrower dated December 27October 30, 20001998, and (ii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "“Amendment Documents"”), and certifying as to specimens of such officer's ’s signature and such officer's ’s incumbency in such offices as such officer holds. 3.3 A copy of the Third Fee Letter, dated as of the date hereof, duly executed by the Borrower. 3.4 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantor. 3.5 The Borrower shall have satisfied such other conditions as specified by the Agent and the LendersBanks, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this This Third Amendment shall become effective provided upon delivery by the Agent shall have received at least five (5) counterparts of this Borrowers of, and compliance by the Borrowers with, the following: 7.1 This Third Amendment, including the documents substantially in the same form as those set forth on Exhibits A-1 and A-2, duly executed by each Borrower, Borrowers’ Agent, the Company Administrative Agent and all of the Lenders, and the Agent shall have received the following, each duly executed or certified: 3.1 This Amendment duly executed by the Borrower. 3.2 7.2 A copy of the limited liability company or corporate resolutions of the Board of Directors of the each Borrower authorizing the execution, delivery and performance of this Third Amendment and any other instrument or agreement executed by such Borrower in connection with this Third Amendment certified as true and accurate by its Secretary or Assistant SecretarySecretary (or other appropriate officer), along with a certification by such Secretary, Assistant Secretary or Assistant Secretary officer (ia) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Borrower such Borrower’s organizational documents since true and accurate copies of the same were delivered to the Lender Administrative Agent with a certificate of the Secretary of the such Borrower dated December 27April 30, 20002007, and (iib) identifying each officer of the such Borrower authorized to execute this Third Amendment and any other instrument or agreement executed by the such Borrower in connection with this Third Amendment (collectively, the "“Third Amendment Documents"”), and certifying as to specimens of such officer's ’s signature and such officer's ’s incumbency in such offices as such officer holds. 3.3 7.3 Reaffirmation of Security Documents by each Borrower in substantially the same form of Exhibits A-1 and A-2 attached hereto. 7.4 Receipt by the Administrative Agent of executed legal opinions of counsel to the Borrowers in form and substance reasonably satisfactory to the Lenders. 7.5 Payment to the Administrative Agent by the Borrowers of an extension fee in the amount of $100,000. 7.6 The Borrowers shall have satisfied such other conditions as specified by the Administrative Agent, including payment of all unpaid legal fees and expenses incurred by the Administrative Agent through the date of this Amendment in connection with the Credit Agreement and the Third Amendment Documents. In addition, within a reasonable time but not later than September 15, 2008, the Borrowers shall provide: 7.7 Certified copies of all documents evidencing any necessary corporate company action, consent or governmental or regulatory approval (if any) with respect to this Third Amendment. 3.4 The Consent and Reaffirmation 7.8 A certificate of Guarantors, good standing for each Borrower in the form attached hereto jurisdiction of its formation or incorporation and each other jurisdiction where the character of the properties owned or leased by such Borrower makes such qualification necessary, certified by the appropriate governmental officials as Exhibit A, duly executed by each Guarantorof a date acceptable to the Administrative Agent. 3.5 The 7.9 Results of a recent lien search in each of the jurisdictions where the assets of each Borrower and its Subsidiaries are located, and such search shall have satisfied reveal no Liens on any of the assets of such other conditions as specified Borrower or its Subsidiaries except for those Liens permitted by the Agent and the Lenders, including payment Section 6.13 of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and or discharged on or prior to date hereof pursuant to a document reasonably satisfactory to the Amendment DocumentsAdministrative Agent.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrowers of, and compliance by the Agent shall have received Borrowers with, the following, each duly executed or certified: 3.1 This Amendment and the New Term Note in the form of Exhibit 2.3(d) hereto, each duly executed by the Borrower. 3.2 A copy of the resolutions of the Board of Directors of the Borrower Corporate Borrowers authorizing the execution, delivery and performance of this Amendment and the New Term Note certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Borrower Corporate Borrowers since true and accurate copies of the same were delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27, 2000Secretary, and (ii) identifying each officer of the Corporate Borrower authorized to execute this Amendment Amendment, the New Term Note and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantor. 3.5 The Borrower Borrowers shall have satisfied such other conditions as specified by the Agent and the LendersLender, including payment of all unpaid legal fees and expenses incurred by the Agent Lender through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided upon delivery by the Agent shall have received at least five (5) counterparts of this Borrower of, and compliance by the Borrower with, the following: 4.1 This Amendment, duly executed by the Company and all of the Lenders, and the Agent shall have received the following, each duly executed or certified: 3.1 This Amendment duly executed by the Borrower. 3.2 4.2 A Security Agreement, in the form of Exhibit C hereto, duly executed by Silicon Valley Expert Witness Group, Inc., a California Corporation ("Silicon Valley"). 4.3 A Guaranty, in the form of Exhibit D hereto, duly executed by Silicon Valley. 4.4 A Reaffirmation of Guaranty and Security Agreement, in the form of Exhibit E hereto, duly executed by each of the Parent, LECG Funding and LECG Canada Holding, Inc. 4.5 A copy of the company resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws organizational documents of the Borrower since true and accurate copies of the same were delivered to the Lender Agent with a certificate of the Secretary of the Borrower dated December 27April 15, 20002004, and (ii) identifying each officer certifying as to true and accurate copies of the resolutions of the governing body of the Borrower authorized to execute authorizing the execution and delivery of this Amendment and any each other document or instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents")) to be executed by the Borrower, and (iii) identifying each officer of the Borrower authorized to execute the Amendment Documents, and, if specimens of such officers' signatures were not previously provided to the Agent, certifying as to specimens of such officers' signatures and such officers' incumbency in such offices as such officers hold. 4.6 A copy of the corporate resolutions of Silicon Valley authorizing the execution, delivery and performance of Silicon Valley's Security Agreement and Guaranty certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying as to true and correct copies of the organizational documents of Silicon Valley, (ii) certifying as to true and accurate copies of the resolutions of the governing body of Silicon Valley authorizing the execution and delivery of Silicon Valley's Guaranty and Security Agreement and each other document or instrument to be executed by Silicon Valley in connection with this Amendment, and (iii) identifying each officer of Silicon Valley authorized to execute Silicon Valley's Security Agreement and Guaranty and any other instrument or agreement executed by Silicon Valley in connection with this Amendment, and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies 4.7 A good standing certificate for Silicon Valley in the jurisdiction of all documents evidencing any necessary corporate actionits organization, consent or governmental or regulatory approval (if any) with respect issued at a date acceptable to this Amendmentthe Agent. 3.4 The Consent and Reaffirmation 4.8 UCC searches for Silicon Valley, issued as of Guarantors, in a date acceptable to the form attached hereto as Exhibit A, duly executed by each GuarantorAgent. 3.5 4.9 The Borrower shall have satisfied such other conditions as specified by the Agent and the LendersAgent, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement Agreement, the Security Documents and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective as of the date first above written (the "Sixth Amendment Effective Date") provided the Agent shall have received at least five four (54) counterparts of this Amendment, duly executed by the Company and all of the Lenders, and the Agent shall have received the following, each duly executed or certified: Section 3.1 This Amendment duly executed by the Borrower. Section 3.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were previously delivered to the Lender with a certificate of the Secretary secretary of the Borrower dated December 27, 2000, and (ii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. Section 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation Agreement of Guarantors, in the form attached hereto as Exhibit Aprescribed by the Agent, duly executed by each Guarantor. 3.5 Section 3.4 The Borrower shall have satisfied such other conditions as specified by the Agent and the Lenders, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided upon delivery by the Agent shall have received at least five (5) counterparts of this Borrower of, and compliance by the Borrower with, the following: 4.1 This Amendment, duly executed by the Company and all of the Lenders, and the Agent shall have received the following, each duly executed or certified: 3.1 This Amendment duly executed by the Borrower. 3.2 4.2 A Security Agreement, in the form of Exhibit C hereto, duly executed by LECG Canada Holding, Inc., a California corporation ("Holding"). 4.3 A Guaranty, in the form of Exhibit D hereto, duly executed by Holding. 4.4 A Reaffirmation of Guaranty and Security Agreement, in the form of Exhibit E hereto, duly executed by each of the Parent and LECG Funding. 4.5 A copy of the company resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws organizational documents of the Borrower since true and accurate copies of the same were delivered to the Lender Agent with a certificate of the Secretary of the Borrower dated December 27March 31, 20002003, or, if any of such documents have been amended, certifying that true and accurate copies of such documents have been attached thereto, (ii) identifying each officer certifying as to true and accurate copies of the resolutions of the governing body of the Borrower authorized to execute authorizing the execution and delivery of this Amendment and any each other document or instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents")) to be executed by the Borrower, and (iii) identifying each officer of the Borrower authorized to execute the Amendment Documents, and, if specimens of such officers' signatures were not previously provided to the Agent, certifying as to specimens of such officers' signatures and such officers' incumbency in such offices as such officers hold. 4.6 A copy of the corporate resolutions of Holding authorizing the execution, delivery and performance of Holding's Security Agreement and Guaranty certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying as to true and correct copies of the organizational documents of Holding, (ii) certifying as to true and accurate copies of the resolutions of the governing body of Holding authorizing the execution and delivery of Holding's Guaranty and Security Agreement and each other document or instrument to be executed by Holding in connection with this Amendment, and (iii) identifying each officer of Holding authorized to execute Holding's Security Agreement and Guaranty and any other instrument or agreement executed by Holding in connection with this Amendment, and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies 4.7 A certificate demonstrating pro forma compliance with Sections 6.15, 6.16, 6.17, 6.18 and 6.19 for the four fiscal quarters following the LRTS Acquisition, certified by the Chief Financial Officer of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendmentthe Borrower. 3.4 The Consent and Reaffirmation of Guarantors, 4.8 A good standing certificate for Holding in the form attached hereto as Exhibit Ajurisdiction of its organization, duly executed by each Guarantorissued at a date acceptable to the Agent. 3.5 4.9 UCC searches for Holding, issued as of a date acceptable to the Agent. 4.10 The Borrower shall have satisfied such other conditions as specified by the Agent and the LendersAgent, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement Agreement, the Security Documents and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrower of, and compliance by the Agent shall have received Borrower with, the following, each duly executed or certified: 3.1 This Amendment Amendment, duly executed by the Borrower. 3.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment (with a copy of the final resolutions provided promptly upon the Board of Director’s approval of the minutes) certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Lender Agent with a certificate of the Secretary of the Borrower dated December 27January 31, 20002007, except for the amendment to the Certificate of Incorporation previously provided to the Agent and (ii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "“Amendment Documents"”), and certifying as to specimens of such officer's ’s signature and such officer's ’s incumbency in such offices as such officer holds. 3.3 A Reaffirmation of Security Documents in the form of Exhibit A attached to this Amendment, duly executed by the Guarantors. 3.4 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantor. 3.5 The Borrower shall have satisfied such other conditions as specified by the Agent and the LendersAgent, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrower of, and compliance by the Agent shall have received Borrower with, the following, each duly executed or certified: 3.1 This Amendment Amendment, the Revolving Note and Term Note, each duly executed by the Borrower. 3.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment Amendment, the Revolving Note and the Term Note certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate Articles of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were previously delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27, 2000Bank, and (ii) identifying each officer of the Borrower authorized to execute this Amendment Amendment, the Revolving Note and the Term Note and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment, including without limitation, copies of the Certificate of Good Standing and all Licenses for HRMPA from the appropriate Insurance Regulatory Authority. 3.4 The Consent and Reaffirmation Reaffirmations of Guarantors, Security Agreement in the form attached hereto as Exhibit Aforms of Exhibits E-1, E-2 and E-3, duly executed by each Guarantorthe corporations indicated therein. 3.5 The An opinion of Buchanan Ingersoll, specxxx Xxxxsxxxxxxx regulatory counsel to the Borrower shall have satisfied in form and substance acceptable to the Bank, duly executed by said counsel. 3.6 An opinion of the Borrower's and Subsidiaries' in-house General Counsel in form and substance acceptable to the Bank, duly executed by such other conditions as specified by the Agent and the Lenders, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documentscounsel.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrower of, and compliance by the Agent shall have received Borrower with, the following, each duly executed or certified: 3.1 This Amendment Amendment, duly executed by the Borrower. 3.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate Articles of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were previously delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27, 2000Bank, and (ii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation Reaffirmations of Guarantors, Security Agreement in the form attached hereto as Exhibit Aforms of Exhibits X-0, X-0 and A-3, duly executed by each Guarantorthe corporations indicated therein. 3.5 The Borrower shall have paid to the Bank a non-refundable amendment fee in the amount of $25,000. 3.6 The Borrower shall have satisfied such other conditions as specified by the Agent and the LendersBank, including payment of all unpaid legal fees and expenses incurred by the Agent Bank through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrower of, and compliance by the Agent shall have received Borrower with, the following, each duly executed or certified: 3.1 This Amendment Amendment, duly executed by the Borrower. 3.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate Articles of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27July 3, 20001996, and (ii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents")Amendment, and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, action or consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, Additional Term Note substantially in the form of Exhibit 2.3(c) hereto. 3.5 A consent and reaffirmation by Xxxxxx Xxxxxxxxxx XX in the form of Exhibit A attached hereto as Exhibit Ato this Amendment, duly executed by each GuarantorXxxxxx Xxxxxxxxxx XX. 3.5 3.6 The Borrower shall have satisfied such other conditions sum of $20,000 as specified by the Agent and the Lenders, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documentsa closing fee.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrowers of, and compliance by the Agent shall have received Borrowers with, the following, each duly executed or certified: 3.1 This Amendment and the Consolidated Term Note in the form of Exhibit 2.3(b) hereto, each duly executed by the Borrower. (For the avoidance of doubt, there is no Exhibit 2.3(a) to this First Amendment and the Advancing Term Note (2003) substantially in the form of Exhibit 2.3(c) hereto must be executed and delivered to the Lender prior to the first Advance thereon). 3.2 A copy of the resolutions of the Board of Directors of the Borrower Corporate Borrowers authorizing the execution, delivery and performance of this Amendment and the Notes certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Borrower Corporate Borrowers since true and accurate copies of the same were delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27, 2000Secretary, and (ii) identifying each officer of the Corporate Borrower authorized to execute this Amendment Amendment, the Notes and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantor. 3.5 The Borrower Borrowers shall have satisfied such other conditions as specified by the Agent and the LendersLender, including payment of all unpaid legal fees and expenses incurred by the Agent Lender through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrower of, and compliance by the Agent shall have received Borrower with, the following, each duly executed or certified: 3.1 This Amendment duly executed by the Borrower. 3.2 A copy of the resolutions of the Board board of Directors directors of the Borrower authorizing the execution, delivery delivery, and performance of this Amendment certified as true and accurate by its Secretary the Borrower’s secretary or Assistant Secretaryassistant secretary, along with a certification by such Secretary secretary or Assistant Secretary assistant secretary (i) certifying that there has been no amendment to the Certificate articles of Incorporation or Bylaws incorporation of the Borrower since true provided to the Bank on December 9, 2009, have not been amended and accurate copies the remain in full force and effect as of the same were delivered to date hereof; (ii) that the Lender with a certificate of the Secretary bylaws of the Borrower dated December 27provided to the Bank on November 7, 20002011, have not been amended and the remain in full force and effect as of the date hereof, and (iiiii) identifying as to each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "“Amendment Documents"”), and certifying as to specimens of such officer's ’s signature and such officer's ’s incumbency in such offices as such officer holds. 3.3 Certified copies A certification by the chief manager of all documents evidencing the Guarantor (i) that the articles of incorporation of the Guarantor provided to the Bank on December 9, 2009, have not been amended and the remain in full force and effect as of the date hereof; (ii) that the bylaws of the Guarantor provided to the Bank on December 9, 2009, have not been amended and the remain in full force and effect as of the date hereof, and (iii) as to each officer of the Guarantor authorized to execute any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this AmendmentAmendment Documents. 3.4 The Consent and Reaffirmation of Guarantors, A consent by the Guarantor in the form attached hereto as of Exhibit AA hereto, duly executed by each the Guarantor. 3.5 The Borrower shall have satisfied such other conditions as specified by the Agent and the Lenders, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrower of, and compliance by the Agent shall have received Borrower with, the following, each duly executed or certified: 3.1 This Amendment and the Second Amended and Restated Term Note in the form of Exhibit A hereto (the "Note"), each duly executed by the Borrower. 3.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment and Note certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate Articles of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Lender Bank with a certificate of the Secretary of the Borrower dated December 27March 31, 2000, and (ii) identifying each officer of the Borrower authorized to execute this Amendment Amendment, the Note and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies The Borrower shall have paid an amendment fee of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect $5,000 to this Amendmentthe Bank. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantor. 3.5 The Borrower shall have satisfied such other conditions as specified by the Agent and the LendersBank, including payment of all unpaid legal fees and expenses incurred by the Agent Bank through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective as of the date first above written provided the Agent shall have received at least five two (52) counterparts of this Amendment, duly executed by the Company Borrower and all of the Lenders, and the Agent shall have received the following, each duly executed or certified: Section 3.1 This Amendment duly executed by the Borrower. Section 3.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate Articles of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were previously delivered to the Lender with a certificate of the Secretary secretary of the Borrower dated December 27, 2000, and (ii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "“Amendment Documents"”), and certifying as to specimens of such officer's ’s signature and such officer's ’s incumbency in such offices as such officer holds. Section 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation Agreement of Guarantors, in the form attached hereto as Exhibit Aprescribed by the Agent, duly executed by each Guarantor. 3.5 Section 3.4 The Borrower shall have satisfied such other conditions as specified by the Agent and the Lenders, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective as of the date first above written provided the Agent shall have received at least five two (52) counterparts of this Amendment, duly executed by the Company Borrower and all of the Lenders, and the Agent shall have received the following, each duly executed or certified: Section 3.1 This Amendment duly executed by the Borrower. Section 3.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate Articles of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were previously delivered to the Lender with a certificate of the Secretary secretary of the Borrower dated December 27, 2000, and (ii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. Section 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation Agreement of Guarantors, in the form attached hereto as Exhibit Aprescribed by the Agent, duly executed by each Guarantor. 3.5 Section 3.4 The Borrower shall have satisfied such other conditions as specified by the Agent and the Lenders, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrower of, and compliance by the Agent shall have received Borrower with, the following, each duly executed or certified: 3.1 This Amendment Amendment, duly executed by the Borrower. 3.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate Articles of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27July 3, 20001996, and (ii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents")Amendment, and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, action or consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, Revolving Note substantially in the form attached hereto as of Exhibit A, duly executed by each Guarantor2.3(a) hereto. 3.5 The Term Note substantially in the form of Exhibit 2.3(b) hereto. 3.6 The Over Line Note substantially in the form of Exhibit 2.3(c) hereto. 3.7 A Guaranty executed by Xxxxxx Xxxxxxxxxx XX in the form and substance satisfactory to Lender and its counsel. 3.8 Payment of a forbearance and amendment fee in the sum of $10,000. 3.9 The Borrower shall have satisfied such other conditions as specified by the Agent and Lender or counsel to the LendersLender, including payment of all unpaid legal fees and expenses incurred by the Agent Lender through the date of this Amendment in connection with the Credit Agreement and the Amendment DocumentsAgreement.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrower of, and compliance by the Agent shall have received Borrower with, the following, each duly executed or certified: 3.1 This Amendment Amendment, duly executed by the Borrower. 3.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate Articles of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27July 3, 20001996, and (ii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents")Amendment, and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, action or consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, Additional Term Note substantially in the form attached hereto as of Exhibit A, duly executed by each Guarantor2.3(c) hereto. 3.5 The Special Term Note substantially in the form of Exhibit 2.3(d) hereto. 3.6 The duly executed Guaranty of Xxxxxx Xxxxxxxxxx XX. 3.7 The sum of $2,500 as the first installment of the restructure fee. 3.8 The sum of $5,000 as the first installment of the credit analysis fee. 3.9 The Borrower shall have satisfied such other conditions as specified by the Agent and Lender or counsel to the LendersLender, including payment of all unpaid legal fees and expenses incurred by the Agent Lender through the date of this Amendment in connection with the Credit Agreement and the Amendment DocumentsAgreement.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided as of June 1, 1996 upon delivery of the Agent shall have received at least five (5) counterparts of this following to the Lender: 100 3.1 This Amendment, duly executed by the Company and all of the Lenders, Borrower and the Agent shall have received the followingLender and Supplement A, each duly executed or certified: 3.1 This Amendment duly executed initialed by the BorrowerBorrower and Lender. 3.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment Amendment, certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27April 21, 2000, 1994; and (ii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantor. 3.5 The Borrower shall have satisfied such other conditions as reasonably specified by the Agent and Lender or counsel to the LendersLender, including payment of all unpaid legal fees and expenses incurred by the Agent Lender through the date of this Amendment in connection with the Credit Agreement and the Amendment Documentsor this Amendment.

Effectiveness of Amendments. The amendments contained in this Amendment shall become be effective provided the Agent shall have received at least five (5) counterparts of this Amendmentretroactively to March 31, duly executed 2001 upon delivery by the Company and all of the LendersBorrower of, and compliance by the Agent shall have received Borrower with, the following, each duly executed or certified: 3.1 This Amendment Amendment, duly executed by the Borrower. 3.2 A Reaffirmation of the Security Agreement and Guaranty in the form of Exhibits A-1 through A-4 attached to this Amendment, duly executed by each of Health Resource Management, Ltd., HRM Claim Management, Inc., Institute for Healthcare Quality, Inc. and Health Benefits Reinsurance, Inc. 3.3 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment, the Note and the other documents and instruments to be delivered by the Borrower in connection with this Amendment (collectively, the "Amendment Documents") certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate Articles of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were previously delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27, 2000Bank, and (ii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 3.4 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 3.5 The Consent Borrower shall have paid to the Bank a non-refundable amendment and Reaffirmation of Guarantors, waiver fee in the form attached hereto as Exhibit A, duly executed by each Guarantoramount of $5,000. 3.5 3.6 The Borrower shall have satisfied such other conditions as specified by the Agent and the LendersBank, including payment of all unpaid legal fees and expenses incurred by the Agent Bank through the date of this Amendment in connection with the Credit Agreement Agreement, the Amendment Documents and the Subsidiary Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided on June 23, 2005 once executed by the Borrower and the Lenders and once the Agent shall have has received at least five the following: (5a) counterparts This Amendment and a Note in the principal amount of each Lender’s Commitment Amount from the Borrower to the each such Lender substantially in the form of Exhibit A to the Credit Agreement (together with this Amendment, duly executed by the Company and all of the Lenders, and the Agent shall have received the following, each duly executed or certified:“Amendment Documents”); 3.1 This Amendment duly executed by the Borrower. 3.2 (b) A copy of the resolutions of the Board of Directors of the General Partner of the Borrower authorizing the execution, delivery and performance of this Amendment and the Notes certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation Limited Partnership or Bylaws limited partnership agreement of the Borrower since true and accurate copies of the same were delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27April 9, 20002004 (or, in the alternative, certifying copies of amendments to the same), and (ii) identifying each officer of the general partner of the Borrower authorized to execute this Amendment Amendment, the Notes and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents")Amendment, and certifying as to specimens of such officer's ’s signature and such officer's ’s incumbency in such offices as such officer holds.; and 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if anyc) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantor. 3.5 The Borrower shall have satisfied such other conditions as specified by the Agent and the LendersAgent, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed by the Company and all of the Lenders, and the Agent shall have received the following, each duly executed or certified: 3.1 7.1 This Amendment Amendment, duly executed by the Borrower. 3.2 7.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27September 29, 2000, and (ii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 7.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 7.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit AGuaranty, duly executed by each the Guarantor. 3.5 7.5 The Amended and Restated Swingline Note, duly executed by the Borrower. 7.6 A written opinion, addressed to the Lenders, dated the date hereof and in a form satisfactory to the Agent, concerning the authorization, execution, delivery, performance and enforceability of the Amendment Documents executed by the Borrower and the Guaranty by the Guarantor. 7.7 The Borrower shall have satisfied such other conditions as specified by the Agent and the Lenders, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents. Upon the effectiveness of this Amendment, the Agent, on behalf of the Lenders, shall execute and deliver to Matrix Bancorp, Inc. a Release in the form of Exhibit D hereto.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrower of, and compliance by the Agent shall have received Borrower with, the following, each duly executed or certified: 3.1 This Amendment duly executed by the Borrower. 3.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment and the Notes certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate Articles of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27October 10, 2000, and (ii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "“Amendment Documents"”), and certifying as to specimens of such officer's ’s signature and such officer's ’s incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantor. 3.5 The Borrower shall have satisfied such other conditions as specified by the Agent and the LendersLender, including payment of all unpaid legal fees and expenses incurred by the Agent Lender through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrowers of, and compliance by the Agent shall have received Borrowers with, the following, each duly executed or certified: 3.1 This Amendment and the Revolving Note in the form of Exhibit 2.3 hereto (the "New Revolving Note"), each duly executed by the Borrower. 3.2 A copy of the resolutions of the Board of Directors of the Borrower Corporate Borrowers authorizing the execution, delivery and performance of this Amendment and the New Revolving Note certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Borrower Corporate Borrowers since true and accurate copies of the same were delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27, 2000Secretary, and (ii) identifying each officer of the Corporate Borrower authorized to execute this Amendment Amendment, the New Revolving Note and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantor. 3.5 The Borrower Borrowers shall have satisfied such other conditions as specified by the Agent and the LendersLender, including payment of all unpaid legal fees and expenses incurred by the Agent Lender through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts as of this AmendmentOctober 26, duly executed 2003 upon delivery by the Company and all of the LendersBorrower of, and compliance by the Agent shall have received Borrower with, the following, each duly executed or certified: 3.1 This Amendment Amendment, duly executed by the Borrower. 3.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate Articles of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Lender Agent with a certificate of the Secretary of the Borrower dated December 27October 30, 20001998, and (ii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "“Amendment Documents"”), and certifying as to specimens of such officer's ’s signature and such officer's ’s incumbency in such offices as such officer holds. 3.3 A consent letter executed by Xxxxx Fargo Bank, N.A., consenting to the delivery and execution of this Amendment. 3.4 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantor. 3.5 The Borrower shall have satisfied such other conditions as specified by the Agent and the LendersBanks, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided upon delivery by the Agent shall have received at least five (5) counterparts of this Borrower of, and compliance by the Borrower with, the following: 4.1 This Amendment, duly executed by the Company and all of the Lenders, and the Agent shall have received the following, each duly executed or certified: 3.1 This Amendment duly executed by the Borrower. 3.2 4.2 A certificate of the Secretary or Assistant Secretary of the Borrower (a) certifying as to a copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant SecretaryAmendment, along with a certification by such Secretary or Assistant Secretary (ib) certifying that there has been no amendment to the Certificate Articles of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Lender Agent with a certificate of the Secretary of the Borrower dated December September 27, 20001999, and (iic) identifying each certifying as to the name, title, and specimen signature of the officer or officers of the Borrower authorized to execute this Amendment Amendment, and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation 4.3 A certificate of Guarantorsthe Chief Financial Officer of the Borrower which demonstrates to the Agent's satisfaction that the annualized EBITDA of the Borrower was equal to or greater than $5,500,000 as of February 21, in the form attached hereto as Exhibit A, duly executed by each Guarantor2000. 3.5 The 4.4 A certificate of the Chief Financial Officer of the Borrower shall have satisfied such other conditions which evidences the Borrower's Borrowing Base as specified by the Agent and the Lendersof February 21, including payment 2000. 4.5 Payment of all reasonable unpaid legal fees and other out-of-pocket expenses incurred by the Agent through the date of this Amendment in connection with this Amendment of which the Credit Agreement and Borrower has been notified as of the Amendment Documentsdate of this Amendment. 4.6 Payment to Agent of a $15,000 amendment fee.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrower of, and compliance by the Agent shall have received Borrower with, the following, each duly executed or certified: 3.1 This Amendment duly executed by the Borrower. 3.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27October 30, 20001998, and (ii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 A certificate of an officer of the Borrower certifying that, as of the date hereof, no Lien granted by or Indebtedness owing by the Borrower exceeds that permitted under the related financial covenants in the Senior Unsecured Loan Documents. 3.4 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation 3.5 A copy of Guarantorsthe Third Fee Letter, in dated as of the form attached hereto as Exhibit Adate hereof, duly executed by each Guarantorthe Borrower. 3.5 3.6 The Borrower shall have satisfied such other conditions as specified by the Agent and the LendersBanks, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrower of, and Compliance by the Agent shall have received Borrower with. the following, each duly executed or certified: 3.1 This Amendment and the Revolving Note in the form of Exhibit A hereto (the "New Revolving Note"), each duly executed by the Borrowerborrower. 3.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment and the New Revolving Note certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate Articles of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were last delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27, 2000Lender, and (ii) identifying each officer of the Borrower authorized to execute this Amendment Amendment, the New Revolving Note and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation A good standing certificate for the Borrower from the state of Guarantors, in Minnesota issued not more than 30 days prior to the form attached hereto as Exhibit A, duly executed by each Guarantordate of this Amendment. 3.5 A UCC search for the Borrower from the State of Minnesota issued not more than 15 days prior to the date of this Amendment. 3.6 The Borrower shall have satisfied such other conditions as specified by the Agent and the LendersLender, including payment of all unpaid legal fees and expenses incurred by the Agent Lender through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in --------------------------- this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrower of, and compliance by the Agent shall have received Borrower with, the following, each duly executed or certified: 3.1 This Amendment and the Notes in favor of BankBoston (the "BankBoston Notes"), each duly executed by the Borrower. 3.2 A Consent and Reaffirmation in the form of Exhibit B-1 and B-2 attached to this Amendment, duly executed by each of the Guarantors shown as a signatory thereto. 3.3 A copy of the resolutions of the Board of Directors of (a) the Borrower authorizing the execution, delivery and performance of this Amendment and the BankBoston Notes and (b) each Guarantor authorizing the execution delivery and performance of its respective consent and reaffirmation, and in each case, certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate Articles of Incorporation or Bylaws of the Borrower or the respective Guarantor since true and accurate copies of the same were delivered to the Lender Agent with a certificate of the Secretary of the Borrower and each of the Guarantors dated December September 27, 20001999, and (ii) (A) in the case of the Borrower, identifying each the officer of the Borrower authorized to execute this Amendment Amendment, the BankBoston Notes and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and (B) in the case of each Guarantor, identifying the officer authorized to execute its respective Consent and Reaffirmation and any other instrument or agreement executed by the such Guarantor in connection with this Amendment, and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantor. 3.5 The Borrower shall have satisfied such other conditions as specified by the Agent and the Lenders, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed by the Company and all of the Lenders, and the Agent shall have received the following, each duly executed or certified: 3.1 (a) This Amendment Amendment, duly executed by the BorrowerCompany. 3.2 (b) A copy of the resolutions of the Board of Directors of the Borrower Company authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Borrower Company since true and accurate copies of the same were delivered to the Lender with a certificate of the Secretary of the Borrower Company dated December 27September 29, 2000, and (ii) identifying each officer of the Borrower Company authorized to execute this Amendment and any other instrument or agreement executed by the Borrower Company in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 (c) Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 (d) The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit AGuaranty, duly executed by each the Guarantor. 3.5 (e) An Amendment Fee in the amount of (i) $1,200 times (ii) the number of Lenders outstanding as of the date hereof. (f) The Borrower Company shall have satisfied such other conditions as specified by the Agent and the Lenders, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrowers of, and compliance by the Agent shall have received Borrowers with, the following, each duly executed or certified: 3.1 This Amendment duly executed by each of the BorrowerBorrowers. 3.2 A copy of Certificate by the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary of each of PAG, Pilgrim Securities, Inc., f/k/a Pilgrim America Securities, Inc. ("PASI"), Pilgrim Investments, Inc., f/k/a Pilgrim America Investments, Inc. ("PAII"), and PACC (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of PAG, PASI, PAII, and PACC, other than amendments to change the Borrower corporate name of PAG, PAII and PASI (in each case deleting the word "America" from such names) since true and accurate copies of the same were delivered to the Lender Agent with a certificate of the Secretary of the Borrower respective entity dated December 27July 31, 20001998, and (ii) identifying each officer the officers of the Borrower PAG, PAII, PASI and PACC authorized to execute this Amendment and any other instrument or agreement to be executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, A consent by PASI in the form of Exhibit A attached hereto as Exhibit Ato this Amendment, duly executed by PASI. 3.5 Confirmation of Security Agreements in the form of Exhibits B-1 and B-2 attached to this Amendment, duly executed by each Guarantorof PASI and PAII. 3.5 3.6 The Borrower Borrowers shall have satisfied performed and complied with such other conditions as specified by the Agent and the LendersBanks, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrowers of, and compliance by the Agent shall have received Borrowers with, the following, each duly executed or certified: 3.1 This Amendment Amendment, the Revolving Note in the form of Exhibit 2.3(a) hereto, the Term Note A in the form of Exhibit 2.3(c) hereto, the Term Note B in the form of Exhibit 2.3(d) hereto, and the Advancing Term Note in the form of Exhibit 2.3(e) hereto, each duly executed by the Borrower. (For the avoidance of doubt, there is no Exhibit 2.3(b) to this First Amendment). 3.2 A copy of the resolutions of the Board of Directors of the Borrower Corporate Borrowers authorizing the execution, delivery and performance of this Amendment and the Notes certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Borrower Corporate Borrowers since true and accurate copies of the same were delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27, 2000Secretary, and (ii) identifying each officer of the Corporate Borrower authorized to execute this Amendment Amendment, the Notes and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantor. 3.5 The Borrower Borrowers shall have satisfied such other conditions as specified by the Agent and the LendersLender, including payment of all unpaid legal fees and expenses incurred by the Agent Lender through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrower of, and compliance by the Agent shall have received Borrower with, the following, each duly executed or certified: 3.1 This Amendment Amendment, duly executed by the Borrower. 3.2 The Term B Note, duly executed by the Borrower. 3.3 The Convertible Note, duly executed by the Borrower. 3.4 The Convertible Note Purchase Agreement dated as of the date hereof by and between the Borrower and WB QT, LLC (the “Note Purchase Agreement”), duly executed by the Borrower. 3.5 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment Amendment, the Term B Note, the Convertible Note and the Note Purchase Agreement certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Lender Agent with a certificate of the Secretary of the Borrower dated December 27January 31, 20002007, except for the amendment to the Certificate of Incorporation previously provided to the Agent and (ii) identifying each officer of the Borrower authorized to execute this Amendment Amendment, the Term B Note, the Convertible Note and the Note Purchase Agreement and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "“Amendment Documents"”), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 3.6 A Reaffirmation of Security Documents in the form of Exhibit C attached to this Amendment, duly executed by the Guarantors. 3.7 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantor. 3.5 3.8 The Borrower shall have satisfied such other conditions as specified by the Agent and the LendersAgent, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrower of, and compliance by the Agent shall have received Borrower with, the following, each duly executed or certified: 3.1 This Amendment duly executed by the Borrower. 3.2 A copy certificate of the resolutions of the Board of Directors secretary or other appropriate officer of the Borrower authorizing (i) certifying that the execution, delivery and performance of this Amendment have been duly authorized under the resolutions of the Borrower’s Board of Directors, a copy of which was certified to the Bank as a true and accurate by its Secretary or Assistant Secretary, along with correct copy pursuant to a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27November 1, 20002010 (the “Prior Certificate”) or pursuant to a separate action of such Board of Directors attached to such certificate and certified as a true and correct copy, (ii) certifying that there have been no amendments to or restatements of the Restated Certificate of Incorporation or Amended and Restated Bylaws of the Borrower as furnished to the Bank with the Prior Certificate, other than as may be attached to such certificate, and (iiiii) identifying each officer certifying the names of the officers of the Borrower that are authorized to execute sign this Amendment and any other instrument or agreement executed by Amendment, together with the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens true signatures of such officer's signature and such officer's incumbency in such offices as such officer holdsofficers. 3.3 Certified copies An Acknowledgment and Agreement of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit APledgor, duly executed by each GuarantorUEI Hong Kong Private Limited, as pledgor, in form and substance reasonably acceptable to the Bank. 3.5 3.4 The Borrower shall have satisfied such other conditions as specified by the Agent and the LendersBank, including payment of all unpaid legal fees and expenses incurred by the Agent Bank through the date of this Amendment in connection with the Credit Agreement and the Amendment Documentsthis Amendment.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrower of, and compliance by the Agent shall have received Borrower with, the following, each duly executed or certified: 3.1 This Amendment Amendment, duly executed by the Borrower. 3.2 Each Bank shall have received a non-refundable amendment fee in the amount of $200,000. 3.3 A Reaffirmation of Guaranty and Security Agreement, in the form of Exhibit F hereto, duly executed by each of the Parent, LECG Canada Holding, Inc., and Silicon Valley Expert Witness Group, Inc. 3.4 A copy of the company resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws organizational documents of the Borrower since true and accurate copies of the same were delivered to the Lender Agent with a certificate of the Secretary of the Borrower dated December 27April 15, 20002004, (ii) certifying as to true and accurate copies of the resolutions of the governing body of the Borrower authorizing the execution and delivery of this Amendment and each other document or instrument in connection with this Amendment (collectively, the “Amendment Documents”) to be executed by the Borrower, and (iiiii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and and, if specimens of such officers’ signatures were not previously provided to the Agent, certifying as to specimens of such officer's signature officers’ signatures and such officer's officers’ incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantorofficers hold. 3.5 The Borrower shall have satisfied such other conditions as specified by the Agent and the LendersAgent, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement Agreement, the Security Documents and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrower of, and compliance by the Agent shall have received Borrower with, the following, each duly executed or certified: 3.1 This Amendment and the Third Amended and Restated Term Note in the form of Exhibit A hereto (the "Note"), each duly executed by the Borrower. 3.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment and Note certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate Articles of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Lender Bank with a certificate of the Secretary of the Borrower dated December 27March 31, 2000, and (ii) identifying each officer of the Borrower authorized to execute this Amendment Amendment, the Note and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies The Borrower shall have paid an amendment fee of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect $3,000 to this Amendmentthe Bank. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantor. 3.5 The Borrower shall have satisfied such other conditions as specified by the Agent and the LendersBank, including payment of all unpaid legal fees and expenses incurred by the Agent Bank through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (5) counterparts of this Amendment, duly executed upon delivery by the Company and all of the LendersBorrower of, and compliance by the Agent shall have received Borrower with, the following, each duly executed or certified: 3.1 This Amendment duly executed by the Borrower. 3.2 . An Amended and Restated Note in the form of Exhibit A hereto. Subordination Agreements from Xxxxxxx XxXxxxxx, Activar, Inc. and Activar Properties, Inc. in form and substance satisfactory to the Lender. A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate Articles of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Lender with a certificate of the Secretary of the Borrower dated December 27October 10, 2000, and (ii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "“Amendment Documents"”), and certifying as to specimens of such officer's ’s signature and such officer's ’s incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 3.4 The Consent and Reaffirmation of Guarantors, in the form attached hereto as Exhibit A, duly executed by each Guarantor. 3.5 . The Borrower shall have satisfied such other conditions as specified by the Agent and the LendersLender, including payment of all unpaid legal fees and expenses incurred by the Agent Lender through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.