FORBEARANCE AGREEMENT AND GLOBAL AMENDMENT TO CREDIT DOCUMENTS

1.                                       Acknowledgment of Existing Defaults; Loans; Collateral; Waiver of Claims: (a) the Existing Defaults currently exist, constitute Events of Default under the Credit Agreement, are material in nature  and have not and cannot be cured; (b) as a result of the Existing Defaults, the Borrowers may not request LIBOR Loans and the Agent and the Lenders are entitled to accelerate the Obligations and exercise all rights and remedies available to the Agent and the Lenders under the Credit Agreement; (d) the Credit Documents are valid and enforceable against, and all of the terms and conditions of the Credit Documents are binding on, each of the Borrowers; (e) the liens and security interests granted by each of the Borrowers to the Agent for the benefit of the Lenders pursuant to the Credit Documents are valid, legal and binding and properly recorded or filed and perfected, first priority security interests and constitute collateral for all of the Obligations; and (d) each of  the Borrowers hereby waives any and all defenses, set-offs and counterclaims which it may have or claim to have against the Agent and the Lenders as of the date hereof on account of all matters set forth in the Credit Documents.

2.                                       Acknowledgment of Liabilities: as of October 28, 2005, the Borrowers are jointly and severally indebted under the Credit Agreement (in addition to all fees, costs, and other amounts recoverable thereunder), all without offset, counterclaim, or defense of any kind for: (i) outstanding principal under the Revolving Credit Facility of  $59,200,000.00; (ii) accrued and unpaid interest under the Revolving Credit Facility of $309,131.25; and (iii) attorneys’ fees and other fees and costs as allowable under the Credit Agreement.

3.                                       Adequate Representation:   the Borrowers have been represented by legal counsel of their choice and are fully aware of the terms contained in this Agreement and have voluntarily, without coercion or duress of any kind, entered into this Agreement and the other documents executed in connection therewith.

B.                                     Forbearance by Lenders .   Without waiving the Existing Defaults or the Lenders’ rights and remedies with respect thereto, and subject to the terms and conditions set forth herein, the Credit Documents, and the documents executed in connection with this Agreement, the Agent and the Lenders agree to continue to make Loans under the Revolving Credit Facility up to the Maximum Available Revolving Credit Amount of $62,000,000 and further agree to forbear in the exercise of their rights and remedies under the Credit Documents until the earlier of (i) January 15, 2006 or the (ii) occurrence of an Event of Default (other than the Existing Defaults) under the Credit Documents or this Agreement (the “Termination Date”).  The period from the date of this Agreement to the Termination Date shall be referred to as the “Forbearance Period”.

C.                                     Representations and Warranties .   To induce the Agent and the Lenders to enter into this Agreement, each Borrower makes the following representations and warranties to the Agent and the Lenders, each and all of which shall survive the execution and delivery of this Agreement:

1.                                       All organizational action by each Borrower and its respective officers necessary for the due authorization, execution, delivery and performance of this Agreement or any agreement executed, delivered or performed in connection therewith have been taken.

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2.                                       Each person executing the Agreement or any agreement executed in connection therewith on behalf of a Borrower is an authorized officer of such Borrower and is duly authorized by such Borrower to execute same.

3.                                       This Agreement is, and each other document executed by each Borrower pursuant hereto will be the legal, valid and binding obligation of such Borrower, enforceable against such Borrower in accordance with their respective terms, subject only to bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles affecting creditors’ rights generally.

4.                                       Each Borrower is in compliance in all material respects with all laws (including all applicable environmental laws), regulations, and requirements applicable to its business and has not received, and has no knowledge of, any order or notice of any governmental investigation or of any violation or claim of violation of any law, regulation or other governmental requirement which would have a material adverse effect upon its business operations or financial condition.

5.                                       The execution, delivery and performance of this Agreement does not and will not: (i) conflict with, violate or result in a material breach of any provision of any applicable law, rule, regulation or order; or (ii) conflict or result in a breach of any provision of organizational documents of any Borrower.  No authorization, consent or approval or other action by, and no notice of or filing with, any governmental authority or regulatory bodies are required to be obtained or made by any Borrower for the due execution, delivery and performance of this Agreement.

6.                                       Other than the Existing Defaults, each Borrower is in full compliance with all of the covenants and conditions of the Credit Agreement and the Credit Documents.

7.                                       Other than the Existing Defaults, no default or Event of Default has occurred under the Credit Documents and no event has occurred which, with the passage of time, the giving of notice, or both, would result in a default or Event of Default under the Credit Agreement or under any of the other Credit Documents.

8.                                       The execution, delivery and performance of this Agreement does not and will not conflict with, violate or result in a breach of any provision of any agreement relating to any Indebtedness of any Borrower.

9.                                       Attached hereto, and incorporated by reference as Exhibit “A” is a true, complete and correct listing of the bank accounts currently maintained by the Borrowers at any financial institution other than the Agent (collectively, the “Bank Accounts”).

C.                                     Amendments to Credit Documents

a.                                       Schedule A to the Credit Agreement is hereby replaced with Schedule A attached hereto.

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b.                                       The definition of “Maximum Available Revolving Credit Amount” is amended and restated in its entirety to read as follows:  “Maximum Available Revolving Credit Amount” shall mean Sixty-Two Million Dollars ($62,000,000), less any reduction to said Maximum Available Revolving Credit Amount pursuant to Section 2.04 hereof, but subject to increase in accordance with Section 2.17 hereof.

c.                                        Section 9.01 of the Credit Agreement is amended and restated in its entirety to read as follows:

9.01                         Events of Default .   Upon the occurrence of any of the following events (each an Event of Default ):

(i)                                      Payment Default.   The Borrowers shall (a) default in the payment when due of any principal of the Loans or Unpaid Drawings or (b) default in the payment of interest on the Loans or any other amounts owing hereunder, under the Notes or under any other Credit Document;

(ii)                                   Covenant Breaches.   Any Borrower (or any of its Subsidiaries) shall default in the due performance or observance of any term, covenant or agreement contained in this Agreement, the Notes or any other Credit Document;

(iii)                                Default Under Other Agreements.   (a) Any Borrower or (any of its Subsidiaries) shall default in any payment with respect to any Indebtedness in an aggregate amount greater than $1,000,000 beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice or lapse of time is required),any such Indebtedness to become due prior to its stated maturity (except to the extent such default exists as a result of the failure to pay such Indebtedness due to the Agent’s advice against payment thereon or with the Agent’s consent) or (b) any such Indebtedness shall be declared to be due and payable, or required to be prepaid as a mandatory prepayment, prior to the stated maturity thereof;

(iv)                               Voluntary Bankruptcy.   Any Borrower (or any of its Subsidiaries) commences any bankruptcy,

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reorganization, debt arrangement, or other case or proceeding under the United States Bankruptcy Code or under any similar foreign, federal, state, or local statute, or any dissolution or liquidation proceeding, or makes a general assignment for the benefit of creditors, or takes any action for the purpose of effecting any of the foregoing;

(v)                                  Involuntary Bankruptcy.   Any bankruptcy, reorganization, debt arrangement, or other case or proceeding under the United States Bankruptcy Code or under similar foreign, federal, state or local statute, or any dissolution or liquidation proceeding, is involuntarily commenced against or in respect of any Borrower (or any of its Subsidiaries) or an order for relief is entered in any such proceeding and is not dismissed within sixty (60) days;

(vi)                               Appointment of Receiver.   The appointment, or the filing of a petition seeking the appointment, of a custodian, receiver, trustee, or liquidator for any Borrower (or any of its Subsidiaries) or any of their respective properties or the taking of possession of any part of such property at the instance of any governmental authority;

(vii)                            Insolvency.   Any Borrower (or any of its Subsidiaries) becomes insolvent (however defined), is generally not paying its debts as they become due, or has suspended transaction of its usual business;

(viii)                         Reorganization.   The dissolution, merger, consolidation, or reorganization of any Borrower or any of its Subsidiaries without the Required Lenders written consent;

(ix)                               Action in Furtherance of Certain Defaults.   Any Borrower (or any of its Subsidiaries) has taken any corporate action for the purpose of effecting any of the events described in clauses (iv), (vi) or (viii) above;

(x)                                  Material Misstatement.   Any statement, representation or warranty made by any Borrower in or pursuant to this Agreement or any other Credit Document or to induce the Lenders to enter into this Agreement or to enter into the transactions referred to in this Agreement shall prove to be untrue or misleading in any material respect;

(xi)                               Entry of Judgment.   The entry or issuance of judgments, orders, decrees or fines against any Borrower (or any

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of its Subsidiaries) which, in the aggregate, involve liabilities in excess of the sum of $1,000,000 (the discharge of which is not the obligation of any insurance company) and any such judgments or orders involving liabilities in excess of said sum shall have continued unbonded or unsatisfied and without stay of execution or agreement between the parties thereon for a period of thirty (30) days after the entry or issuance of such judgment;

(xii)                            Change of Control.   The occurrence of a Change of Control or any Borrower shall have become bound to any contract or agreement or shall have commenced any corporate proceedings in furtherance of a Change of Control;

(xiii)                         Material Adverse Change.   The occurrence of a material adverse change in the operations and/or financial condition of any Borrower or in the Collateral (as determined by the Required Lenders in their sole and absolute discretion) occurring from or after October 31, 2005; or

(xiv)                        Cross-Default.  The occurrence of an Event of Default under that certain Forbearance Agreement and Global Amendment to Credit Documents dated as of October 28, 2005;

then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Agent shall upon, the written request of the Required Lenders, by written notice to the Borrowers, take any or all of the following actions, without prejudice to the rights of the Agent or any Lender to enforce its claim against any Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in clause (iv), (v), (vi) or (vii) above shall occur with respect to any Borrower, the result which would occur upon the giving of written notice by the Agent as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice):  (i) declare all of the Commitments terminated, whereupon the Commitment of each Lender shall forthwith terminate immediately and any fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Obligations to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower; (iii) terminate any Letter of Credit which may be terminated in accordance with its terms; and (iv) direct the Borrowers to pay (and each Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default as

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specified in clause (iv), (v), (vi) or (vii) above, it will pay) to the Agent such additional amounts of cash to be held as cash collateral for the reimbursement obligations of the Borrowers for Drawings that may subsequently occur under any Letter of Credit then outstanding, equal to the Stated Amount of all such Letters of Credit.

d.                                       Section 1 of the Security Agreement is amended and restated in its entirety to read as follows:

Section 1.  Grant of Security .  As collateral security for the Obligations under the Amended And Restated Revolving Credit Agreement dated as of March 31, 2004 (as amended, modified supplemented or restated through the date hereof, the “Credit Agreement) each undersigned Grantor hereby grants to the Agent (for the benefit of the Lenders (as defined in the Credit Agreement) a lien on, and security interest in and to the property hereinafter described, whether now owned or hereafter acquired or arising and wherever located (collectively, the “Collateral”) (as such following terms are defined in the Uniform Commercial Code in the State of New Jersey):

(a)  Accounts;

(b)  Chattel Paper, including without limitation, Tangible Chattel Paper and Electronic Chattel Paper;

(c)  Commercial Tort Claims, if any, including but not limited to, those claims identified on Schedule B hereto;

(d)  Documents;

(e)  General Intangibles, including without limitation, Payment Intangibles and Software;

(f)  Goods, including without limitation, Equipment, Inventory, Fixtures and Accessions;

(g) Instruments, including Promissory Notes;

(h)  Investment Property;

(i)  Deposit Accounts;

(j)  Letter-of-credit rights;

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(k)  Supporting Obligations;

(l)  all property which at any time any Lender or affiliate of any Lender shall have or have the right to have in its possession;

(m)  all books and records evidencing or relating to the foregoing, including, without limitation, billing records of every kind and description, customer lists, data storage and processing media, Software and related material, including computer programs, computer tapes, cards, disks and printouts, and including any of the foregoing which are in the possession of any affiliate or any computer service bureau; and

(n)  Proceeds of the above Collateral.

If