all Indebtedness to Bank of at least 1.25 to 1.00. As used herein, the term “OLV” means an amount equal to (i) for the calendar year 2008, $1,700,000, (ii) for the calendar year 2009, $1,025,000, (iii) for the calendar year 2010, $700,000, and (iv) for all periods ending after the calendar year 2010, zero.

     (b) EBITDA. Section 6.7(d) of the Original Agreement is hereby amended in its entirety to read as follows:

     (d) EBITDA. As of the last day of each calendar month, the variance, if negative, then expressed as a positive number, between Borrower’s EBITDA and the EBITDA set forth in the Approved Projections for the twelve (12) calendar month period ending on such date, shall not exceed $1,000,000. As used herein, “EBITDA” shall mean, for any period of calculation, Borrower’s earnings for such period before interest and taxes plus depreciation, amortization and non-cash stock compensation accruals to the extent deducted in the calculation of such earnings. “Approved Projections” means for any period of time, the projections for such period that have been approved by Borrower’s Board of Directors and delivered to Bank. Borrower shall deliver to Bank (i) a preliminary draft of the projections for the next fiscal year of Borrower by January 31 of each year and (ii) the updated projections approved by Borrower’s Board of Directors for the next fiscal year not later than March 10 of each year.

     ’ 2.4 Negative Covenants.

     (a) Capital Expenditures. Section 7.12 of the Original Agreement is hereby amended in its entirety to read as follows:

     7.12 Capital Expenditures. Make capital expenditures in an aggregate amount greater than (a) $5,000,000 in Borrower’s fiscal year 2008, provided that the aggregate amount of such expenditures purchased with cash (and not financed) shall not exceed $2,000,000, and (b) $4,000,000 in each fiscal year of Borrower thereafter, provided that the aggregate amount of such expenditures in each fiscal year purchased with cash (and not financed) shall not exceed $1,000,000. As used herein, the term “capital expenditures” does not include (i) any software that is internally developed by Borrower, whether or not Borrower capitalized the development costs, and (ii) any equipment ordered, but not yet accepted or paid for, by Borrower.

     (b) Outgoing Wires. Section 7.13 of the Original Agreement is hereby amended in its entirety to read as follows:

     7.13 Intentionally Omitted.