RIDER TO LOAN AND SECURITY AGREEMENT NO Exhibit 99.22 Rider to Loan and Security Agreement No. 4508 dated _____________________ (the "Agreement") between Pittsfield Mold & Tool, Inc. ("Debtor") and Wentworth Capital, a division of Charter Financial,...

RIDER TO LOAN AND SECURITY AGREEMENT NO



	Exhibit 99.22




Rider to Loan and Security Agreement No. 4508

dated _____________________ (the "Agreement")

between Pittsfield Mold & Tool, Inc. ("Debtor") and

Wentworth Capital, a division of Charter Financial, Inc. ("Secured Party")




The Agreement shall be amended as follows:




1.  It shall be an additional Event of Default under the Agreement if, at any time during the term of
the Agreement, Debtor shall fail to be in compliance with any of the following:




(i)  Debtor shall maintain at all times a "cash flow coverage ratio" of 1.25x;




(ii) Debtor shall maintain at all times a "current ratio" of 1.1x; 




(iii) Debtor shall maintain at all times a "quick ratio" of .6x; and




(iv)  Debtor shall not make any loan or transfer of any money to United Xxxxxxx Corporation, nor pay
any liability of United Xxxxxxx Corporation; provided, however, that Debtor may pay a monthly
management fee to United Xxxxxxx Corporation which fee shall not exceed six percent (6%) of
Debtor's gross monthly revenues for such month (the "Monthly Fee"); provided, however, that
Debtor may not pay the Monthly Fee (i) if, after paying such Monthly Fee, Debtor's "cash flow
coverage ratio for such month would be less than 1.25 to 1.0 (the "Cash Flow Coverage Test"), but
provided that payment of a portion of Monthly Fee shall be permitted if such payment would not
cause Debtor to violate the Cash Flow Coverage Test, or (ii) if an Event of Default has occurred
under the Agreement.  To the extent, if any, that Debtor determines, after calculating its gross
monthly revenues and its cash flow coverage for such month, that it has paid United Xxxxxxx
Corporation a Monthly Fee in excess of six percent (6%) and/or has failed to meet the Cash Flow
Coverage Test after payment of the Monthly Fee (or a portion thereof), then Debtor shall promptly
obtain a rebate from United Xxxxxxx for such excess previously paid.




As used herein:




"Cash flow coverage ratio" shall mean Debtor's "cash flow" divided by Debtor's "current funded
debt requirements."  "Cash flow" shall mean Debtor's after tax, net profit (after payment of the
Monthly Fee or any portion thereof as permitted herein) exclusive of extraordinary gains plus non-cash outlay expenses of depreciation and amortization less dividends and distributions to
shareholders.  "Current funded debt requirements" shall mean all current maturities of Debtor's long
term debt, including capital leases, shown on applicable financial statements;




"Current ratio" shall mean the sum of cash, cash equivalents, accounts receivable and inventory
divided by total current liabilities; and




"Quick ratio" shall mean the sum of cash and accounts receivable divided by total current liabilities.




IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT A FAILURE BY SECURED PARTY
TO INSIST ON STRICT COMPLIANCE WITH ANY PROVISION OF THIS RIDER IN ANY
FISCAL PERIOD SHALL NOT CONSTITUTE A WAIVER OF DEBTOR'S OBLIGATION TO
COMPLY WITH SUCH PROVISION IN ANY SUBSEQUENT PERIOD.

Except as expressly provided herein, all accounting terms used herein shall be interpreted in
accordance with generally accepted accounting principles as in effect from time to time (except that
in determining "current ratio" only cash, cash equivalents, accounts receivable and inventory shall
be counted as current assets).




2.  The Agreement shall be amended by deleting subsection (j) of Section 7 of the Agreement and
replacing it with the following new subsection:




(j)  maintain a system of accounts established and administered in accordance with generally
accepted accounting principles and practices consistently applied, and, within thirty (30) days after
the end of each fiscal month, deliver to Secured Party a balance sheet as at the end of such month
and statement of operations for such month for Debtor and for United Xxxxxxx Corporation, and,
within fifty (50) days after the end of each fiscal quarter, deliver to Secured Party a consolidated
balance sheet as at the end of such quarter and statement of operations for such quarter for United
Xxxxxxx Corporation, and, within ninety-five (95) days after the end of each fiscal year, deliver to
Secured Party a consolidated balance sheet as at the end of such year and statement of operations for
such year for United Xxxxxxx Corporation, in each case prepared in accordance with generally
accepted accounting principles and practices consistently applied and certified by Debtor's chief
financial officer as fairly presenting the financial position and results of operation of Debtor, and,
in the case of year end financial statements, audited by an independent accounting firm acceptable
to Secured Party.







This Rider shall be deemed to be an indivisible part of and supplement to the Agreement.




IN WITNESS WHEREOF, the parties have executed this Rider simultaneously with the Agreement.






Pittsfield Mold & Tool, Inc.
Wentworth Capital, a division of

Charter Financial, Inc.
By:__________________________
By:_________________________
Title:_________________________
Title:________________________