AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT

Revolving Credit Agreement

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This Revolving Credit Agreement involves

AMERICA SERVICE GROUP INC /DE | PRISON HEALTH SERVICES, INC. | EMSA LIMITED PARTNERSHIP | PRISON HEALTH SERVICES OF INDIANA, L.L.C. | SECURE PHARMACY PLUS, LLC | CORRECTIONAL HEALTH SERVICES, LLC | CAPITALSOURCE FINANCE LLC

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Title: AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT
Governing Law: Maryland Date: 11/1/2005
Industry: Healthcare Facilities Sector: Healthcare

AMENDED AND RESTATED REVOLVING CREDIT

AND SECURITY AGREEMENT

, Parties: america service group inc /de , prison health services inc. , emsa limited partnership , prison health services of indiana l.l.c. , secure pharmacy plus llc , correctional health services llc , capitalsource finance llc

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EXHIBIT 10.1

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AMENDED AND RESTATED REVOLVING CREDIT

AND SECURITY AGREEMENT

BETWEEN

AMERICA SERVICE GROUP INC.

PRISON HEALTH SERVICES, INC.

EMSA LIMITED PARTNERSHIP

PRISON HEALTH SERVICES OF INDIANA, L.L.C.

SECURE PHARMACY PLUS, LLC

CORRECTIONAL HEALTH SERVICES, LLC

and

CAPITALSOURCE FINANCE LLC

DATED AS OF

OCTOBER 31, 2005

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AMENDED AND RESTATED REVOLVING CREDIT

AND SECURITY AGREEMENT

TABLE OF CONTENTS

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Page

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AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT 1

I. DEFINITIONS 1

1.1 General Terms 1

II. ADVANCES, PAYMENT AND INTEREST 2

2.1 The Revolving Facility 2

2.2 The Revolving Loans; Maturity 3

2.3 Interest on the Revolving Facility 3

2.4 Revolving Facility Disbursements; Requirement to Deliver Borrowing Certificate 3

2.5 Collections; Repayment; Borrowing Availability and Lockbox 4

2.6 [Reserved] 4

2.7 [Reserved] 5

2.8 [Reserved] 5

2.9 Manner of Payment; Promise to Pay 5

2.10 Repayment of Excess Advances 5

2.11 [Reserved] 5

2.12 [Reserved] 5

2.13 [Reserved] 5

2.14 Payments by Agent 5

2.15 Grant of Security Interest; Collateral 6

2.16 Collateral Administration 7

2.17 Power of Attorney 8

2.18 Letters of Credit 8

2.19 Evidence of Loans 12

III. FEES AND OTHER CHARGES; ALLOCATION OF PURCHASE PRICE 13

3.1 Commitment Fee 13

3.2 Unused Line Fee 13

3.3 Collateral Management Fee 13

3.4 [Reserved] 13

3.5 Early Termination Fee 13

3.6 Computation of Fees; Lawful Limits 14

3.7 Default Rate of Interest 14

3.8 Acknowledgement of Joint and Several Liability 14

IV. CONDITIONS PRECEDENT 14

4.1 Conditions to Initial Advance and Closing 14

4.2 Conditions to Each Advance and Issuance of Each Letter of Credit 16

V. REPRESENTATIONS AND WARRANTIES 17

5.1 Organization and Authority 17

5.2 Loan Documents 17

5.3 Subsidiaries, Capitalization and Ownership Interests 18

5.4 Properties 18

5.5 Other Agreements 19

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5.6 Litigation 19

5.7 Hazardous Materials 19

5.8 Tax Returns; Governmental Reports 20

5.9 Financial Statements and Reports 20

5.10 Compliance with Law 20

5.11 Intellectual Property 20

5.12 Licenses and Permits; Labor 20

5.13 No Default 21

5.14 Disclosure 21

5.15 Existing Indebtedness; Investments, Guarantees and Certain Contracts 21

5.16 Other Agreements 21

5.17 Insurance 22

5.18 Names; Location of Offices, Records and Collateral 22

5.19 Non-Subordination 22

5.20 Accounts 22

5.21 Survival 22

5.22 Performance and Payment Bonds for Government Contracts 23

VI. AFFIRMATIVE COVENANTS 23

6.1 Financial Statements, Reports and Other Information 23

6.2 Payment of Obligations 24

6.3 Conduct of Business and Maintenance of Existence and Assets 24

6.4 Compliance with Legal and Other Obligations 25

6.5 Insurance 25

6.6 True Books 25

6.7 Inspection; Periodic Audits 26

6.8 Further Assurances; Post Closing 26

6.9 Payment of Indebtedness 26

6.10 Lien Terminations 27

6.11 Use of Proceeds 27

6.12 Collateral Documents; Security Interest in Collateral 27

6.13 Taxes and Other Charges 27

6.14 New Subsidiaries 28

6.15 Schedules to the Loan Agreement 28

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6.16 New Government Contracts 28

VII. NEGATIVE COVENANTS 29

7.1 Financial Covenants 29

7.2 Permitted Indebtedness 29

7.3 Permitted Liens 29

7.4 Investments; New Facilities or Collateral; Subsidiaries 30

7.5 Dividends; Redemptions; Equity 31

7.6 Transactions with Affiliates 31

7.7 Charter Documents; Fiscal Year; Dissolution; Collateral Assignment 31

7.8 Transfer of Assets 32

7.9 Contingent Obligations 32

7.10 Truth of Statements 32

7.11 Payment on Subordinated Debt 32

7.12 IRS Form 8821 32

VIII. EVENTS OF DEFAULT 33

IX. RIGHTS AND REMEDIES AFTER DEFAULT 35

9.1 Rights and Remedies 35

9.2 Application of Proceeds 35

9.3 Rights of Agent to Appoint Receiver 36

9.4 Rights and Remedies not Exclusive 36

X. WAIVERS AND JUDICIAL PROCEEDINGS 36

10.1 Waivers 36

10.2 Delay; No Waiver of Defaults 37

10.3 Jury Waiver 37

10.4 Cooperation in Discovery and Litigation 37

10.5 Amendment and Waivers 38

XI. EFFECTIVE DATE AND TERMINATION 38

11.1 Effectiveness and Termination 38

11.2 Survival 39

XI-A. AGENCY PROVISIONS 39

11-A.1 Agent 39

11-A.2 Consents 43

11-A.3 Set Off and Sharing of Payments 43

11-A.4 Disbursement of Funds 44

11-A.5 Settlements; Payments and Information 44

11-A.6 Dissemination of Information 45

XI-B. BORROWING AGENCY 46

11-B.1 Borrowing Agency Provisions 46

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11-B.2 Waiver of Subrogation 46

XII. MISCELLANEOUS 46

12.1 Governing Law; Jurisdiction; Service of Process; Venue 46

12.2 Successors and Assigns; Assignments and Participation; New Lenders 47

12.3 Application of Payments 49

12.4 Indemnity 49

12.5 Notice 50

12.6 Severability; Captions; Counterparts; Facsimile Signatures 50

12.7 Expenses 50

12.8 Entire Agreement 51

12.9 Agent Approvals 51

12.10 Confidentiality and Publicity 51

12.11 Release of Agent and Lenders 52

12.12 Agreement Controls 52

12.13 Amendment and Restatement; Cancellation of Notes 52

1) Minimum EBITDA 1

2) Fixed Charge Coverage Ratio (EBITDA/Fixed Charges) 1

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AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT

THIS AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY

AGREEMENT (the "AGREEMENT") dated as of October 31, 2005, is entered into

between AMERICA SERVICE GROUP INC. ("ASG") a Delaware corporation, PRISON HEALTH

SERVICES, INC. ("PHS"), a Delaware corporation, EMSA LIMITED PARTNERSHIP ("EMSA

LP"), a Florida limited partnership, PRISON HEALTH SERVICES OF INDIANA, L.L.C.

("PHS INDIANA"), an Indiana limited liability company, SECURE PHARMACY PLUS, LLC

("SPP"), a Tennessee limited liability company, and CORRECTIONAL HEALTH

SERVICES, LLC, ("CHS") a New Jersey limited liability company (ASG, PHS, EMSA

LP, PHS INDIANA, SPP and CHS) are hereinafter referred to, individually and

collectively as the "BORROWER"), CAPITALSOURCE FINANCE LLC, a Delaware limited

liability company ("CAPITALSOURCE"), as administrative agent and collateral

agent for Lenders (in such capacities, the "AGENT"), and the Lenders party

hereto.

WHEREAS, Borrower, Agent and Lenders have entered into that

certain Revolving Credit, Term Loan and Security Agreement dated as of October

31, 2002, as amended by the Joinder Agreement and Amendment No. 1 to Revolving

Credit, Term Loan and Security Agreement dated as of May 21, 2003, Amendment No.

2 to Revolving Credit, Term Loan and Security Agreement dated as of March 31,

2004 and Amendment No. 3 to Revolving Credit, Term Loan and Security Agreement

dated as of July 25, 2005, (as further amended, supplemented, modified and

restated from time to time, the "ORIGINAL AGREEMENT") a portion of the proceeds

of which were used by Borrower to refinance Borrower's obligations and

indebtedness pursuant to that certain Amended and Restated Credit Agreement,

dated as of August 1, 2000 (as amended) by and among ASG, the subsidiaries of

ASG who were parties thereto and Bank of America, N.A., as agent, (the "BOFA

INDEBTEDNESS");

WHEREAS, Borrower has requested that Lender modify and extend

the Original Agreement in order to make available to Borrower a revolving credit

facility (the "REVOLVING FACILITY") in a maximum principal amount at any time

outstanding of up to Fifty Million Dollars ($50,000,000) (the "FACILITY CAP")

and within the Facility Cap, a sublimit of Ten Million Dollars ($10,000,000)

(the "L/C SUBLIMIT") to be used to obtain standby letters of credit or to cash

collateralize obligations currently secured by existing letters of credit having

an aggregate face value of Four Million Dollars ($4,000,000) (the "EXISTING

LETTERS OF CREDIT"), the proceeds of such Revolving Facility shall be used by

Borrower for general corporate matters and purposes, and working capital needs

in connection with its provision of medical and related services to correctional

facilities; and

WHEREAS, Lender is willing to amend and restate the Original

Agreement to make the Revolving Facility available to Borrower upon the terms

and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and for

other good and valuable consideration, the receipt and adequacy of which hereby

are acknowledged, Borrower, Agent and Lenders hereby agree as follows:

I. DEFINITIONS

1.1 GENERAL TERMS

For purposes of this Agreement, in addition to the definitions

above and elsewhere in this Agreement, the terms listed in Appendix A and Annex

I hereto shall have the meanings given such terms in Appendix A and Annex I,

which are incorporated herein and made a part hereof. All capitalized terms

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used which are not specifically defined shall have meanings provided in Article

9 of the UCC in effect on the date hereof to the extent the same are used or

defined therein. Unless otherwise specified herein or in Appendix A, any

agreement or contract referred to herein or in Appendix A shall mean such

agreement as modified, amended, restated or supplemented from time to time.

Unless otherwise specified, as used in the Loan Documents or in any certificate,

report, instrument or other document made or delivered pursuant to any of the

Loan Documents, all accounting terms not defined in Appendix A or elsewhere in

this Agreement shall have the meanings given to such terms in and shall be

interpreted in accordance with GAAP. References herein to "Eastern Time" shall

mean eastern standard time or eastern daylight savings time as in effect on any

date of determination in the eastern United States of America.

II. ADVANCES, PAYMENT AND INTEREST

2.1 THE REVOLVING FACILITY

(a) Subject to the provisions of this Agreement, each Lender

agrees to make available its Pro Rata Share of Advances, including Advances in

connection with the issuance or collateralization of Letters of Credit, to

Borrower under the Revolving Facility from time to time during the Term;

provided, that (i) the Pro Rata Share of the Advances of any Lender shall not at

any time exceed its separate Commitment, and (ii) the aggregate amount of all

Advances at any time outstanding under the Revolving Facility shall not exceed

the lesser of (A) the Facility Cap and (B) the Availability plus additional

amounts that Lender may advance pursuant to Section 2.4(b) to Borrower in its

sole discretion to achieve the Minimum Balance. The obligations of Lenders

hereunder shall be several and not joint up to the amount of the Commitments.

The Revolving Facility is a revolving credit facility, which may be drawn,

repaid and redrawn, from time to time as permitted under this Agreement. Any

determination as to whether there is availability within the Borrowing Base for

Advances shall be made by Agent in its Permitted Discretion and is final and

binding upon Borrower. Unless otherwise permitted by Agent, each Advance shall

be in an amount of at least $100,000. Subject to the provisions of this

Agreement, Borrower may request Advances under the Revolving Facility up to and

including the value, in Dollars, of 85% of the Borrowing Base (such calculated

amount being referred to herein as the "AVAILABILITY"). Advances under the

Revolving Facility automatically shall be made for the payment of interest on

the Loans and other Obligations on the date when due to the extent available and

as provided for herein.

(b) Agent has established the above-referenced advance rate

for Availability and, following an audit and review of Borrower's financial

statements and with not less than three (3) Business Days prior notice to

Borrower (except that upon the occurrence, and during the continuance, of a

Default or Event of Default, such notice shall not be required), may further

adjust the Availability and such advance rate by applying percentages (known as

"LIQUIDITY FACTORS") to Eligible Receivables based upon Borrower's actual recent

collection history all in a manner consistent with Agent's underwriting

practices and procedures, including, without limitation, Agent's review and

analysis of, among other things, Borrower's historical returns, rebates,

discounts, credits and allowances (collectively, the "DILUTION ITEMS"). Such

liquidity factors and the advance rate for Availability may be adjusted by

Agent, throughout the Term, subject to prior notice to Borrower, as warranted by

Agent's underwriting practices and procedures in its Permitted Discretion. Also,

Agent shall have the right to establish and readjust from time to time, in its

Permitted Discretion, reserves against the Borrowing Base, including, without

limitation, a reserve in the amount of $25,000,000 (the "SPP RESERVE") with

respect to the pending investigation of the Audit Committee of the Board of

Directors of ASG into matters directly related to SPP business and accounting

activities and practices described in the press release issued by ASG on October

24, 2005 (the "SPP INVESTIGATION"); provided, however, that Agent shall have the

right to readjust from time to time, in its Permitted Discretion, the SPP

Reserve, which reserves shall have the

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effect of reducing the amounts otherwise eligible to be disbursed to Borrower

under the Revolving Facility pursuant to this Agreement.

2.2 THE REVOLVING LOANS; MATURITY

All amounts outstanding under the Revolving Loans and other

Obligations under the Revolving Facility shall be due and payable in full, if

not earlier in accordance with this Agreement, upon the earliest of (i) any

automatic acceleration upon an Event of Default as provided for herein; (ii)

Agent's acceleration and demand for payment following an Event of Default, and

(iii) the last day of the Term (such earlier date being the "MATURITY DATE").

2.3 INTEREST ON THE REVOLVING FACILITY

Interest on outstanding Advances under the Revolving Loans

shall be payable monthly in arrears on the first day of each calendar month at

an annual rate of LIBOR plus the Applicable Margin, calculated on the basis of a

360-day year and for the actual number of calendar days elapsed in each interest

calculation period. Notwithstanding the foregoing (and without affecting Agent's

rights under Section 3.7 hereof), during the continuance of an Event of Default

and at any other time when Agent has determined that LIBOR cannot be readily

determined or is otherwise unavailable, interest on outstanding Advances under

the Revolving Facility shall be payable monthly in arrears on the first day of

each calendar month at an annual rate of the Prime Rate plus 0.06%, calculated

on the basis of a 360-day year and for the actual number of calendar days

elapsed in each interest calculation period. Interest accrued on each Advance

under the Revolving Loans shall be payable in accordance with the procedures

provided for in Section 2.5 and Section 2.9, commencing November 1, 2005 and

continuing until the later of the expiration of the Term and the full

performance and irrevocable payment in full in cash of the Obligations and

termination of this Agreement. Interest on outstanding Advances under the

Revolving Loans shall accrue from the respective funding dates of the Advances.

2.4 REVOLVING FACILITY DISBURSEMENTS; REQUIREMENT TO DELIVER BORROWING

CERTIFICATE

(a) So long as no Default or Event of Default shall have

occurred and be continuing, Borrower may give Agent irrevocable written notice

requesting an Advance under the Revolving Facility by notifying Agent not later

than 11:00 a.m. (New York City time) at least one (1) but not more than four (4)

Business Days before the proposed borrowing date of such requested Advance (the

"BORROWING DATE"), and delivering to Agent by noon (New York City time) on the

date of the proposed borrowing, a completed Borrowing Certificate and relevant

supporting documentation satisfactory to Agent in its Permitted Discretion

(which shall only include an Accounts re-aging once each month, as specified

below), which shall (a) specify the proposed Borrowing Date of such Advance

which shall be a Business Day, (b) specify the principal amount of such

requested Advance, (c) certify the matters contained in Section 4.2, and (d)

specify the amount of any known recoupments or setoffs by any third party payor

being sought, requested or claimed, or, to Borrower's knowledge, threatened

against Borrower to the extent not otherwise reflected in the calculation of

Availability. Each time a request for an Advance is made, and, in any event and

regardless of whether an Advance is being requested, each month during the Term

until the Obligations are indefeasibly paid in cash in full and this Agreement

is terminated, Borrower shall deliver to Agent a Borrowing Certificate

accompanied by a separate detailed aging and categorization of Borrower's

accounts receivable, and such other supporting documentation with respect to the

figures and information in the Borrowing Certificate as Agent shall request in

its Permitted Discretion from a credit or security perspective or otherwise. On

each Borrowing Date, Borrower irrevocably authorizes Agent to disburse the

proceeds of the requested Advance to the Borrower's account(s) as set forth on

Schedule 2.4, in all cases for credit to the Borrower (or to such other account

as to which the Borrower shall instruct Agent) via Federal funds wire transfer

no later than 4:00 p.m. Eastern Time. If Borrower's Borrowing Certificate does

not request the same dollar amount as that which

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Borrower estimated in its notification to Agent, Borrower agrees to pay any

interest cost incurred by Agent in connection with such estimated funds.

(b) Lender, in its sole discretion, also may make additional

Advances to Borrower without the requirement of a Borrowing Certificate

("AUTOMATIC ADVANCE"). The amount of such Automatic Advances shall be that

amount, if any, necessary to make the total outstanding Advances at any one time

equal to the Minimum Balance, or such lesser amount as Lender may elect to

advance in its sole discretion. Agent shall provide prompt notice to Borrower

after the making of any Automatic Advance.

2.5 COLLECTIONS; REPAYMENT; BORROWING AVAILABILITY AND LOCKBOX

Borrower shall maintain a lockbox together with a blocked

account (individually and collectively, the "BLOCKED ACCOUNT") with one or more

banks acceptable to Agent (each, a "LOCKBOX BANK"), and shall execute with each

Lockbox Bank one or more agreements acceptable to Agent in its Permitted

Discretion (individually and collectively, the "LOCKBOX AGREEMENT"), and such

other agreements related thereto as Agent may require in its Permitted

Discretion. Borrower shall ensure that all collections of its Accounts and all

other cash payments received by Borrower are paid and delivered directly from

Account Debtors and other Persons into the Blocked Account. The Lockbox

Agreements shall provide that the Lockbox Banks on each Business Day will

promptly transfer all funds paid into the Blocked Accounts into a depository

account or accounts maintained by Agent or an Affiliate of Agent at such bank as

Agent may communicate to Borrower from time to time (the "CONCENTRATION

ACCOUNT"). Notwithstanding and without limiting any other provision of any Loan

Document, Agent shall apply to the Obligations, on a daily basis, all funds

transferred into the Concentration Account pursuant to the Lockbox Agreement and

this Section 2.5 in such order and manner as determined by Agent. To the extent

that any Accounts collections of Borrower or any other cash payments received by

Borrower are not sent directly to the Blocked Account but are received by

Borrower or any of its Affiliates, such collections and proceeds shall be held

in trust for the benefit of Agent and Lenders and promptly remitted (and in any

event within two (2) Business Days), to the Blocked Account for transfer to the

Concentration Account. Borrower acknowledges and agrees that compliance with the

terms of this Section 2.5 is an essential term of this Agreement, and that, in

addition to and notwithstanding any other rights Agent may have hereunder, under

any other Loan Document, under applicable law or at equity, upon each material

failure by Borrower to comply with any such terms which is not promptly

remedied, Agent shall be entitled to assess a non-compliance fee which shall

operate to increase the Applicable Rate by two percent (2.0%) per annum during

any period of non-compliance, whether or not a Default or an Event of Default

occurs or is declared; provided, that nothing shall prevent Agent from

considering any failure to comply with the terms of this Section 2.5 to be a

Default or an Event of Default. All funds transferred to the Concentration

Account for application to the Obligations under the Revolving Facility shall be

applied to reduce the Obligations under the Revolving Facility, but, only for

purposes of calculating interest hereunder, shall be subject to a three (3)

Business Day clearance period. If as the result of collections of Accounts

and/or any other cash payments received by Borrower pursuant to this Section 2.5

a credit balance exists with respect to the Concentration Account, such credit

balance shall not accrue interest in favor of a Borrower, but shall be available

to Borrower upon Borrower's demand therefor. If applicable, at any time prior to

the execution of all or any of the Lockbox Agreements and operation of the

Blocked Account, Borrower and its Subsidiaries shall direct all collections or

proceeds it receives on Accounts or from other Collateral to the accounts(s) and

in the manner specified by Agent in its sole discretion.

2.6 [RESERVED]

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2.7 [RESERVED]

2.8 [RESERVED]

2.9 MANNER OF PAYMENT; PROMISE TO PAY

(a) Any payments made by Borrower (other than payments

automatically paid through Advances under the Revolving Facility as provided

herein), shall be made only by ACH or wire transfer on the date when due,

without offset or counterclaim, in Dollars, in immediately available funds to

such account as may be indicated in writing by Agent to Borrower from time to

time. Any such payment received after 4:00 p.m. Eastern Time on any date shall

be deemed received on the following Business Day. Whenever any payment hereunder

shall be stated to be due or shall become due and payable on a day other than a

Business Day, the due date thereof shall be extended to, and such payment shall

be made on, the next succeeding Business Day, and such extension of time in such

case shall be included in the computation of payment of any interest (at the

interest rate then in effect during such extension) and/or fees, as the case may

be. Agent will provide detailed monthly invoices of such charges and payments.

(b) Borrower absolutely and unconditionally promises to pay

the Obligations hereunder in accordance with the manner and terms hereof,

without any deduction whatsoever, without setoff, recoupment or counterclaim,

each of which claim or defense hereby is waived.

2.10 REPAYMENT OF EXCESS ADVANCES

If at any time the sum of outstanding Advances under the

Revolving Facility plus any Unfunded L/C Exposure exceeds the lesser of the

Facility Cap or the Availability, such excess amount shall be immediately due

and payable by Borrower without the necessity of any demand, at the Payment

Office, whether or not a Default or Event of Default has occurred or is

continuing and shall be paid in the manner specified in Section 2.9.

2.11 [RESERVED]

2.12 [RESERVED]

2.13 [RESERVED]

2.14 PAYMENTS BY AGENT

Should any amount required to be paid under any Loan Document

remain unpaid for ten (10) Business Days from the date due, such amount may be

paid by Agent, for the account of Lenders, which payment shall be deemed a

request for an Advance under the Revolving Facility as of the date such payment

is due, and Borrower irrevocably authorizes disbursement of any such funds to

Agent, for the benefit of Lenders, by way of direct payment of the relevant

amount, interest or Obligations. No payment or prepayment of any amount by

Agent, Lenders or any other Person shall entitle any Person to be subrogated to

the rights of Agent and/or Lenders under any Loan Document unless and until the

Obligations have been fully performed and paid irrevocably in cash and this

Agreement has been

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terminated. Any sums expended by Agent and/or Lenders as a result of Borrower's

or any Guarantor's failure to pay, perform or comply with any Loan Document or

any of the Obligations may be charged to Borrower's account as an Advance under

the Revolving Facility and added to the Obligations.

2.15 GRANT OF SECURITY INTEREST; COLLATERAL

(a) To secure the payment and performance of the Obligations,

each Borrower hereby grants to Agent, for the benefit of itself and the Lenders,

a continuing first priority security interest in and Lien upon, and pledges to

Agent, for the benefit of itself and the Lenders, all of its right, title and

interest in and to the following, together with property of a similar nature

which each such Borrower owns or in which each such Borrower hereafter acquires

any right, title or interest (collectively and each individually, the

"Collateral"):

(i) all of such Borrower's tangible personal

property, including without limitation all present and future Goods, Inventory

and Equipment (including items of Equipment which are or become Fixtures), now

owned or hereafter acquired, but excluding any leased or financed Equipment;

(ii) all of such Borrower's intangible personal

property, including without limitation all present and future Accounts,

securities, contract rights, Permits, General Intangibles, Chattel Paper,

Investment Property, Intellectual Property including goodwill, Documents,

Instruments and Deposit Accounts, Letter of Credit Rights and supporting

obligations rights to the payment of money or other forms of consideration of

any kind, tax refunds, insurance proceeds (including, without limitation,

proceeds of any life insurance policy), now owned or hereafter acquired, and all

intangible and tangible personal property relating to or arising out of any of

the foregoing;

(iii) all of such Borrower's present and future

Government Contracts and rights thereunder and the related Government Accounts

and proceeds thereof, now or hereafter owned or acquired by such Borrower;

provided, however, that Agent shall not have a Lien in any rights under any

Government Contract of such Borrower or in the related Government Account where

the taking of such security interest would be prohibited by applicable law (for

purposes of this limitation, the fact that a Government Contract is subject to,

or otherwise refers to, Title 31, Section 203 or Title 41, Section 15 of the

United States Code shall not be deemed an express prohibition against assignment

thereof); and

(iv) any and all additions and accessions to any of

the foregoing, and any and all replacements, products and proceeds (including

insurance proceeds) of any of the foregoing.

(b) Notwithstanding the foregoing provisions of this Section

2.15, such grant of a security interest shall not extend to, and the term

"Collateral" shall not include, any General Intangibles of Borrower to the

extent that (but only to the extent that) (i) such General Intangibles are not

assignable or capable of being encumbered as a matter of law or under the terms

of any license or other agreement applicable thereto (but solely to the extent

that any such restriction shall be enforceable under applicable law) without the

consent of the licensor thereof or other applicable party thereto, and (ii) such

consent has not been obtained; provided, however, that the foregoing grant of a

security interest shall extend to, and the term "Collateral" shall include, each

of the following: (a) any General Intangible which is in the nature of an

Account or a right to the payment of money or a proceed of, or otherwise related

to the enforcement or collection of, any Account or right to the payment of

money, or goods which are the subject of any Account or right to the payment of

money, (b) any and all proceeds of any General Intangible that is otherwise

excluded to the extent that the assignment, pledge or encumbrance of such

proceeds is not so restricted, and (c) upon obtaining the consent of any such

licensor or other applicable party with respect to any such otherwise excluded

General Intangible, such General Intangible as well as

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any and all proceeds thereof that might theretofor have been excluded from such

grant of a security interest and from the term "Collateral."

performance of the Obligations, ASG has pledged to Agent, for the benefit of the

Lenders, all of the securities of its Subsidiaries pursuant to the Stock Pledge

Agreement.

(d) Each Borrower has full right and power to grant to Agent a

perfected, first priority security interest and Lien in the Collateral pursuant

to this Agreement. Upon the execution and delivery of this Agreement, and upon

the filing of the necessary financing statements, which Borrower hereby

authorizes Agent to file, and delivery of any necessary stock certificates,

without any further action, Agent will have a good, valid and perfected first

priority Lien and security interest in the Collateral, subject to no transfer or

other restrictions or Liens of any kind in favor of any other Person except for

Permitted Liens. No financing statement relating to any of the Collateral will

be, on the date of the Initial Advance, on file in any public office except

those (a) on behalf of Agent, and (b) in connection with Permitted Liens.

Borrower is not a party to any agreement, document or instrument that conflicts

with this Section 2.15 or that otherwise relates to a security interest in,

assignment of, or Lien upon the Collateral.

2.16 COLLATERAL ADMINISTRATION

(a) Except as permitted pursuant to Sections 7.8(a) and

7.8(b), all Collateral (except Deposit Accounts and Collateral having an

aggregate value of $50,000 or less at any one location) will at all times be

kept by Borrower at the locations set forth on Schedule 5.4 hereto, which may be

amended from time to time, and shall not, without thirty (30) calendar days

prior written notice to Agent, be moved therefrom, and in any case shall not be

moved outside the continental United States. Whether or not an Event of Default

has occurred, any of the Agent's officers, employees, representatives or agents

shall have the right, at any time during normal business hours, in the name of

Agent, any designee of Agent, or Borrower, to verify the validity, amount or any

other matter relating to the Collateral. Borrower shall cooperate fully with

Agent in an effort to facilitate and promptly conclude such verification

process. Notwithstanding anything in this subsection to the contrary, Agent

shall have the right at all times after the occurrence and during the

continuation of an Event of Default to notify Persons owing Accounts to Borrower

that their Accounts have been assigned to Agent and to collect such Accounts

directly in its own name and to charge collection costs and expenses, including

reasonable attorney's fees, to Borrower.

(b) As and when determined by Agent in its Permitted

Discretion, Agent will perform the searches described in clauses (i) and (ii)

below against Borrower or any Guarantor (the results of which are to be

consistent with Borrower's representations and warranties under this Agreement),

on a quarterly basis at Borrower's expense, unless an Event of Default has

occurred and is continuing in which case such searches shall be conducted as

often as Agent deems reasonably appropriate at Borrower's expense: (i) UCC

searches with the Secretary of State and local filing offices of each

jurisdiction where Borrower and/or any Guarantors are organized; and (ii)

judgment, federal tax lien and corporate and partnership tax lien searches, in

each jurisdiction searched under clause (i) above, and in any jurisdiction where

Borrower or Guarantors maintain their respective offices or place of business or

material assets to the extent that the UCC would permit a filing in such

jurisdiction to attach a security interest in or Lien upon any Collateral. Agent

will (i) upon Borrower's request and at Borrower's expense, provide copies of

any such searches to Borrower and (ii) will use a search service with which

Agent has a discount arrangement in an effort to minimize the expense of such

searches.

to Agent all items for which Lender must receive possession to obtain a

perfected Lien and all notes, certificates, and

<PAGE>

documents of title, Chattel Paper, warehouse receipts, Instruments, and any

other similar instruments constituting Collateral.

(d) Borrower shall keep accurate and complete records of its

Accounts and all payments and collections thereon and shall submit such records

to Agent on such periodic bases as Agent may request in its Permitted

Discretion. In addition, if Accounts of Borrower in an aggregate face amount in

excess of $500,000 become ineligible because they fall within one of the

specified categories of ineligibility set forth in the definition of Eligible

Billed Receivables or Eligible Unbilled Receivables, Borrower shall notify Agent

of such occurrence within two (2) Business Days following its discovery of such

occurrence and the Borrowing Base shall thereupon be adjusted to reflect such

occurrence. After the occurrence and during the continuation of an Event of

Default, and upon Agent's request, Borrower shall execute and deliver to Agent

formal written assignments of all of its Accounts weekly or daily as Agent may

request, including all Accounts created since the date of the last assignment,

together with copies of claims, invoices and/or other information related

thereto.

(e) Borrower (i) shall provide prompt written notice to its

current bank to transfer all items, collections and remittances to the

Concentration Account, and to any Account Debtor not remitting to the Blocked

Account, to do so promptly, (ii) after the occurrence and during the

continuation of an Event of Default, and upon Agent's request, shall provide

prompt written notice to each Account Debtor that Agent has been granted a lien

and security interest in, upon and to all Accounts applicable to such Account

Debtor, and shall direct each Account Debtor to make payments directly to

Lender's Concentration Account; and (iii) shall do anything further that may be

lawfully required by Agent to secure Agent, for the benefit of itself and

Lenders, and to effectuate the intentions of the Loan Documents. Borrower hereby

authorizes Agent, for purposes of clause (i) hereof, upon any failure to send

such notices and directions within twenty (20) calendar days after the date of

this Agreement (or twenty (20) calendar days after the Person becomes an Account

Debtor), and for purposes of clause (ii) hereof, promptly following the

occurrence and continuation of such Event of Default, to send any and all

similar notices and directions to such Account Debtors.

2.17 POWER OF ATTORNEY

Agent hereby is irrevocably made, constituted and appointed the true

and lawful attorney for Borrower (without requiring Borrower to act as such)

with full power of substitution, coupled with an interest, to do the following:

(i) upon the occurrence and during the continuance of an Event of Default,

endorse the name of any such Person upon any and all checks, drafts, money

orders and other instruments for the payment of money that are payable to such

Person and constitute collections on such Person's Accounts; (ii) upon the

occurrence and during the continuance of an Event of Default, execute in the

name of Borrower any financing statements, schedules, assignments, instruments,

documents, and statements that it is obligated to give Agent under any of the

Loan Documents; and (iii) do such other and further acts and deeds in the name

of Borrower that Agent may deem necessary or desirable to enforce or to perfect

Agent's security interest or lien or rights in any Collateral. In addition, if

the Borrower breaches its obligation hereunder to direct payments of Accounts

within the time periods specified herein to the Blocked Account, Agent, as the

irrevocably made, constituted and appointed true and lawful attorney for the

Borrower pursuant to this paragraph, may, by the signature or other act of any

of Agent's officers or authorized signatories (without requiring any of them to

do so), direct any federal, state or private payor or fiscal intermediary to pay

proceeds of Accounts or any other Collateral to the Blocked Account.

2.18 LETTERS OF CREDIT

(a) Subject to the terms and conditions of this Agreement,

Agent agrees to cause an L/C Issuer at any time and from time to time after the

date hereof and prior to the Termination Date to

<PAGE>

issue standby letters of credit which comply with the provisions of this Section

2.18 for the account of Borrower (each standby letter of credit, a "Letter of

Credit") or to purchase participations or execute indemnities or reimbursement

obligations (each such undertaking, an "L/C Undertaking") with respect to

Letters of Credit issued by an Underlying Issuer for the account of Borrower (in

which case, Agent agrees to cause such Underlying Issuer to issue Letters of

Credit which comply with the provisions of this Section 2.18 for the account of

Borrower; provided, however, that an L/C Issuer will not be required to issue,

purchase or execute a requested Letter of Credit, and Agent will not be required

to cause same, if any of the following would result after giving effect thereto:

the L/C Exposure would (i) exceed the L/C Sublimit or (ii) when taken together

with the outstanding Advances, would exceed the lesser of the Facility Cap or

the Availability, without duplication.

(b) Borrower may from time to time request L/C Issuer to

assist Borrower in establishing or opening a Letter of Credit by delivering to

L/C Issuer, with a copy to Agent, the L/C Issuer's standard form of standby

letter of credit application (the "Letter of Credit Application") completed to

the satisfaction of the L/C Issuer (in the exercise of its sole discretion), and

such other certificates, documents and other papers and information as Agent or

L/C Issuer may reasonably request. If requested by Agent or L/C Issuer, Borrower

also shall be an applicant under the application with respect to any Underlying

Letter of Credit that is to be the subject of an L/C Undertaking. Borrower

acknowledges that the issuance of any Letter of Credit shall occur no sooner

than five (5) Business Days following the submission of a Letter of Credit

Application to, and to the satisfaction of, the L/C Issuer (in its sole

discretion); provided, however, that Agent shall use good faith efforts to cause

the L/C Issuer to issue an Letter of Credit within ten (10) Business Days

following the submission of a Letter of Credit Application to, and to the

satisfaction of, the L/C Issuer (in its sole discretion).

Letter of Credit) shall, among other things, (i) be for a standby letter of

credit, (ii) be in form and substance acceptable to the L/C Issuer (in the

exercise of its Permitted Discretion), including the requirement that the

amounts payable thereunder must be payable in Dollars, (iii) subject to Section

2.18(e), have an expiry date not later than twelve (12) months after such Letter

of Credit's date of issuance and in no event later than 30 days prior to the

Termination Date and (iv) be issued for the purpose for which the Borrower has

historically obtained letters of credit, or for such other purpose as is

reasonably acceptable to Agent, and, in all cases, for a purpose permitted for

use of proceeds hereunder. Each Letter of Credit Application and each Letter of

Credit shall be subject to the Uniform Customs and Practice for Documentary

Credits (1993 Revision), International Chamber of Commerce Publication No. 500,

and any amendments or revisions thereof ("UCP").

(d) Borrower shall authorize and direct the L/C Issuer and

each Underlying Issuer to name Borrower as the "Account Party" therein and to

accept and rely upon the Agent's instructions and agreements with respect to all

matters arising in connection with the issuance of the Letters of Credit and the

applications therefor.

(e) If a requested Letter of Credit is to have or is for the

purpose of replacing an existing Letter of Credit that has an expiry date which

is after the Maturity Date, then Borrower shall, at least 15 days prior to the

Maturity Date, provide a "back-to-back" letter of credit to Agent in form, and

substance satisfactory to Agent in its sole discretion. Such back-to-back letter

of credit shall be issued by a bank satisfactory to Agent in its sole

discretion, in an amount equal to the Relevant Percentage of the then undrawn

stated amount of all outstanding Letters of Credit. In the alternative, Borrower

may deposit cash in the Agent Collateral Account in an amount equal to the

Relevant Percentage of the then undrawn stated amount of each such outstanding

Letter of Credit with respect to which a "back-to-back" letter of credit has not

been issued to Agent. Notwithstanding the provision of such "back-to-back

letter(s) of credit and/or the funding of such Agent Collateral Account,

Borrower shall remain liable pursuant to the

<PAGE>

terms of this Agreement for all L/C Exposure until such time as (i) each such

Letter of Credit (x) expires by its terms without any draws being made in

respect thereof or (y) has been returned to Agent undrawn and marked "cancelled"

and, (ii) all Funded L/C Exposure continued as Advances pursuant to Section

2.18(f) has been repaid in full in cash by Borrower. For this purpose "Relevant

Percentage" means, as of the Maturity Date and each date prior to the one-year

anniversary thereof, 105%, and from and after each one-year anniversary of the

Maturity Date, two percent (2%) more than the Relevant Percentage as of the

preceding annual anniversary.

(f) Any payment by Agent in respect of any Letter of Credit or

L/C Undertaking shall constitute for all purposes of this Agreement the making

by Agent of an Advance in the amount of such payment. All Funded L/C Exposure

shall bear interest at a per annum rate equal to the interest rate charged to

other Advances. With respect to each Advance made pursuant to this Section 2.18,

the Borrower shall be deemed to have certified the statements contained in

Section V as of the date the payment constituting such Advance was made by

Agent; provided, however, that in the event any such statement was not true and

correct as of such date, such Advance shall be repayable on demand; provided,

further, that upon any such repayment on demand, the failure of any such

statement to be true and correct as of such date shall not constitute an Event

of Default hereunder, unless the failure of any such statement to be true and

correct as of such date would have constituted an Event of Default hereunder

even if such repaid Advance had never been made.

(g) The obligations of Borrower for Advances that arise as a

result of payments in respect of or draws under Letters of Credit or L/C

Undertakings shall be unconditional and irrevocable and shall be paid strictly

in accordance with the terms of this Agreement under all circumstances, to the

extent permitted by law, including without limitation, (i) any lack of validity

or enforceability of any Letter of Credit or L/C Undertaking, (ii) the existence

of any claim, setoff, defense or other right which Borrower may have at any time

against a beneficiary of any Letter of Credit or L/C Undertaking or against

Agent, any Lender, any L/C Issuer or Underlying Issuer; (iii) the fact that, or

any allegation that, any draft, demand, certificate or other document presented

under such Letter of Credit or L/C Undertaking is or was forged, fraudulent,

invalid or insufficient in any respect, or any statement therein is or was

untrue or inaccurate in any respect; (iv) any breach of contract or dispute

among or between the Borrower, Agent, any Lender, any L/C Issuer or any other

Person; (v) payment by the Agent, any Lender or L/C Issuer under any Letter of

Credit or L/C Undertaking against presentation of a demand, draft or certificate

or other document which does not comply with the terms of such Letter of Credit

or L/C Undertaking; (vi) any other circumstance or happening whatsoever, which

is similar to any of the foregoing; or (vii) the fact that any Default or Event

of Default shall have occurred and be continuing (it being understood that any

such payment by the Borrower of its Obligations in respect of any such Advance

shall be without prejudice to, and shall not constitute a waiver of any rights

any party hereto may have or might acquire against the beneficiary of any Letter

of Credit or L/C Undertaking or against any L/C Issuer).

(h) On the first day of each month, commencing on the first

such day following the Closing Date and continuing thereafter until the date the

Unfunded L/C Exposure has been reduced to zero, including on the Termination

Date, the Borrower shall pay to Agent, in arrears, for the account of Agent and

each other Lender in accordance with their respective participations in each

Letter of Credit, the Letter of Credit Fee.

(i) The aggregate stated amount available for Letters of

Credit and L/C Undertakings guaranteed or issued by any L/C Issuer from time to

time outstanding shall not exceed the L/C Sublimit.

<PAGE>

(j) On demand by Agent at any time following the occurrence

and during the continuance of an Event of Default, Borrower will cause to be

deposited and maintained in an account as directed by Agent, cash collateral in

an amount equal to one hundred five percent (105%) of the Unfunded L/C Exposure,

and Borrower hereby irrevocably authorizes Agent, in its discretion, on

Borrower's behalf and in Borrower's name, to open such an account and to make

and maintain deposits therein, or in an account opened by Borrower, in the

amounts required to be maintained by Borrower, out of the proceeds of Accounts

or other Collateral or out of any funds of Borrower coming into Agent's

possession at any time. Borrower may not withdraw amounts credited to any such

account except upon the earlier of (i) payment and performance in full of all

Obligations (other than indemnity obligations under the Loan Documents that are

not then due and payable or for which any events or claims that would give rise

thereto are not then pending), termination of this Agreement and termination,

replacement or cash collateralization of all then outstanding Letters of Credit

in accordance with the terms of this Agreement, and (ii) at such time as such

Event of Default no longer exists.

(k) In connection with the issuance of any Letter of Credit,

Borrower shall indemnify, save and hold Agent, each Lender and each L/C Issuer

harmless from any loss, cost, expense or liability, including, without

limitation, payments made by Agent, any Lender or any L/C Issuer, and reasonable

out-of-pocket expenses and reasonable attorneys' fees incurred by Agent, any

Lender or any L/C Issuer arising out of, or in connection with, any Letter of

Credit to be issued for the account of Borrower, except for any such losses,

costs, expenses or liabilities arising out of Agent's, such Lender's or such L/C

Issuer's gross negligence or willful misconduct. Borrower shall be bound by the

L/C Issuer's regulations and reasonable good faith interpretations of any Letter

of Credit issued or created for Borrower's account, although this interpretation

may be different from Borrower's own; and neither Agent, any Lender nor any L/C

Issuer, nor any of their respective correspondents shall be liable for any

error, negligence, or mistakes, whether of omission or commission, in following

Borrower's instructions or those contained in any Letter of Credit or any

modifications, amendments or supplements thereto or in issuing or paying any

Letter of Credit, except for, and solely to the extent of, Agent's, such

Lender's, such L/C Issuer's or such correspondents' gross negligence or willful

misconduct.

(l) Any other lender hereafter participating in the Revolving

Facility (a "Participant") may also participate in the issuance of Letters of

Credit and L/C Undertakings contemplated by this Section 2.18 pursuant to the

terms hereof, at such percentage interest as is acceptable to Agent and such

Participant without any consent of any other party or any further amendment

hereto.

(m) If by reason of (i) any change in any applicable law,

treaty, rule, or regulation or any change in the interpretation or application

thereof by any Governmental Authority, or (ii) compliance by any L/C Issuer,

Underlying Issuer, Agent or any Lender with any direction, request, or

requirement (irrespective of whether having the force of law) of any

Governmental Authority or monetary authority including Regulation D of the

Federal Reserve Board as from time to time in effect (and any successor

thereto):

(1) any reserve, deposit, or similar

requirement is or shall be imposed or modified in respect of

any Letter of Credit issued hereunder, or

(2) there shall be imposed on Lender, L/C

Issuer or any Underlying Issuer any other condition regarding

any Letter of Credit issued pursuant hereto;

and the result of the foregoing is to increase, directly or indirectly,

the cost to Agent, such Lender, L/C Issuer or any Underlying Issuer of issuing,

making, guaranteeing, or maintaining any Letter of Credit or to reduce the

amount receivable in respect thereof by Agent, such Lender, L/C Issuer or any

<PAGE>

Underlying Issuer, then, and in any such case, Agent may, at any time within a

reasonable period after the additional cost is incurred or the amount received

is reduced, notify Borrower, and Borrower shall pay within two Business Days

such amounts as Agent may specify to be necessary to compensate Agent, such

Lender L/C Issuer or Underlying Issuer, as the case may be, for such additional

cost or reduced receipt, together with interest on such amount from the date of

such demand until payment in full thereof at the Applicable Rate for Advances.

The determination by Agent of any amount due pursuant to this Section 2.18, as

set forth in a certificate setting forth the calculation thereof in reasonable

detail, shall, in the absence of manifest or demonstrable error, be final and

conclusive and binding on all of the parties hereto.

2.19 EVIDENCE OF LOANS

(a) Agent shall maintain, in accordance with its usual

practice, electronic or written records evidencing the indebtedness and

obligations to each Lender resulting from each Loan made by such Lender from

time to time, including without limitation, the amounts of principal and

interest payable and paid to such Lender from time to time under this Agreement.

(b) The entries made in the electronic or written records

maintained pursuant to this Section 2.19 (the "Register") shall be prima facie

evidence of the existence and amounts of the obligations and indebtedness

therein recorded; provided, however, that the failure of the Agent to maintain

such records or any error therein shall not in any manner affect the obligations

of the Borrower to repay the Loans or Obligations in accordance with their

terms.

Advances under the Revolving Facility, and any charges and payments made

pursuant to this Agreement, and in the absence of manifest error, such

accounting rendered by Agent shall be deemed final, binding and conclusive

unless Agent is notified by Borrower in writing to the contrary within fifteen

(15) calendar days of Receipt of each accounting, which notice shall be deemed

an objection only to items specifically objected to therein.

(d) The Borrower agrees that:

(i) upon written notice by any Lender to the Borrower

that a promissory note or other evidence of indebtedness is requested by such

Lender to evidence the Loans and other Obligations owing or payable to, or to be

made by, such Lender, the Borrower shall promptly (and in any event within three

(3) Business Days of any such request) execute and deliver to such Lender an

appropriate promissory note or notes in form and substance reasonably acceptable

to such Lender and Borrower, payable to the order of such Lender or in a

principal amount equal to the amount of the Loans owing or payable to such

Lender;

(ii) all references to Notes in the Loan Documents

shall mean Notes, if any, to the extent issued (and not returned to the Borrower

for cancellation) hereunder, as the same may be amended, modified, divided,

supplemented and/or restated from time to time; and

(iii) upon any Lender's written request, and in any

event within three (3) Business Days of any such request, Borrower shall execute

and deliver to such Lender new Notes and/or divide the Notes in exchange for

then existing Notes in such smaller amounts or denominations as such Lender

shall specify in its sole and absolute discretion; provided, that the aggregate

principal amount of such new Notes shall not exceed the aggregate principal

amount of the Notes outstanding at the time such

<PAGE>

request is made; and provided, further, that such Notes that are to be replaced

shall then be deemed no longer outstanding hereunder and replaced by such new

Notes and returned to the Borrower within a reasonable period of time after such

Lender's receipt of the replacement Notes.

III. FEES AND OTHER CHARGES; ALLOCATION OF PURCHASE PRICE

3.1 COMMITMENT FEE

On or before the Closing Date, Borrower shall pay to Agent,

for the ratable benefit of Lenders, an amount equal to $250,000 as a

non-refundable commitment fee, which Agent hereby acknowledges has been paid by

Borrower.

3.2 UNUSED LINE FEE

Borrower shall pay to Agent, for the ratable benefit of

Lenders, an unused line fee (the "UNUSED LINE FEE") in an amount equal to

0.0375% per month of the difference derived by subtracting (a) the daily average

amount of the balances under the Revolving Facility (including any Unfunded L/C

Exposure under the L/C Sublimit) outstanding during the preceding month, from

(b) the amount of the Facility Cap on the last day of such month minus the SPP

Reserve then in effect, as applicable. The Unused Line Fee shall be payable

monthly in arrears on the first day of each successive calendar month (starting

with November 1, 2005).

3.3 COLLATERAL MANAGEMENT FEE

Borrower shall pay Agent a monthly collateral management fee

(the "COLLATERAL MANAGEMENT FEE") equal to 0.0625% per month of the daily

average amount of the balances under the Revolving Facility outstanding during

the preceding month. The Collateral Management Fee shall be payable monthly in

arrears on the first day of each successive calendar month (starting with

November 1, 2005).

3.4 [RESERVED]

3.5 EARLY TERMINATION FEE

If (i) Borrower terminates the Revolving Facility under

Section 11.1 hereof, (ii) Agent or any Lender accelerates any Revolving Loan or

Borrower is otherwise required to make payment in full of the Obligations

relating to the Revolving Facility or Lender's obligation to make Advances

pursuant to the Revolving Facility shall terminate upon the occurrence of an

Event of Default, or (iii) a Change of Control or final payment of the Revolving

Facility pursuant to Section 11.1 occurs, any voluntary or involuntary

termination of the Revolving Facility and final prepayment of the Obligations

relating to the Revolving Facility by Borrower or any other Person occurs (other

than reductions to zero of the outstanding balance of the Revolving Facility

resulting from the ordinary course operation of the provisions of Section 2.5),

whether by virtue of Agent's exercising its right of set off or otherwise; (vi)

any payment in full of the principal amount of any Revolving Loan or other

satisfaction of the outstanding balance of any Revolving Loan and/or the

Revolving Facility is made during a bankruptcy, reorganization or other

proceeding or is made pursuant to any plan of reorganization or liquidation or

any Debtor Relief Law, or (vii) if the Revolving Facility is otherwise

terminated prior to last day of the Term for any reason whatsoever (each, a

"REVOLVER TERMINATION"), then, at the effective date of any such Revolver

Termination, Borrower shall pay Agent, for the account of Lenders (in addition

to the then outstanding principal, accrued interest and other Obligations

pursuant to the terms of this Agreement and any other Loan Document), as yield

maintenance for the loss of bargain and not as a penalty, an amount

<PAGE>

equal to the Termination Fee. Notwithstanding any other provision hereof, no

Termination Fee shall be due if Borrower merges or enters into a business

combination with another person and the surviving person becomes the Borrower

hereunder, or enters into economically similar, financing arrangements with

Agent in which Agent remains, at least, a co-lead lender and collateral agent.

3.6 COMPUTATION OF FEES; LAWFUL LIMITS

All fees hereunder shall be computed on the basis of a year of

360 days and for the actual number of days elapsed in each calculation period,

as applicable. In no contingency or event whatsoever, whether by reason of

acceleration or otherwise, shall the interest and other charges paid or agreed

to be paid to Agent, for the benefit of Lenders, for the use, forbearance or

detention of money hereunder exceed the maximum rate permissible under

applicable law which a court of competent jurisdiction shall, in a final

determination, deem applicable hereto. If, due to any circumstance whatsoever,

fulfillment of any provision hereof, at the time performance of such provision

shall be due, shall exceed any such limit, then, the obligation to be so

fulfilled shall be reduced to such lawful limit, and, if Agent or the Lenders

shall have received interest or any other charges of any kind which might be

deemed to be interest under applicable law in excess of the maximum lawful rate,

then such excess shall be applied first to any unpaid fees and charges

hereunder, then to unpaid principal balance owed by Borrower hereunder, and if

the then remaining excess interest is greater than the previously unpaid

principal balance, Agent and the Lenders shall promptly refund such excess

amount to Borrower and the provisions hereof shall be deemed amended to provide

for such permissible rate. The terms and provisions of this Section 3.6 shall

control to the extent any other provision of any Loan Document is inconsistent

herewith.

3.7 DEFAULT RATE OF INTEREST

Upon the occurrence and during the continuation of an Event of

Default, the Applicable Rate of interest in effect at such time with respect to

the Obligations shall be increased by 3.0% per annum (the "DEFAULT RATE").

3.8 ACKNOWLEDGEMENT OF JOINT AND SEVERAL LIABILITY

Each Borrower acknowledges that it is jointly and severally

liable for all of the Obligations under the Loan Documents. Each Borrower

expressly understands, agrees and acknowledges that (i) it is an Affiliated

entity by common ownership of each other Borrower, (ii) it desires to have the

availability of one common credit facility instead of separate credit

facilities, (iii) it has requested that Agent and Lenders extend such a common

credit facility on the terms herein provided, (iv) Agent and Lenders will be

lending against, and relying on a lien upon, all of Borrowers' assets even

though the proceeds of any particular loan made hereunder may not be advanced

directly to a particular Borrower, (v) it will nonetheless benefit by the making

of all such loans by Agent and Lenders and the availability of a single credit

facility of a size greater than each could independently warrant, and (vi) all

of the representations, warranties, covenants, obligations, conditions,

agreements and other terms contained in the Loan Documents shall be applicable

to and shall be binding upon Borrower.

IV. CONDITIONS PRECEDENT

4.1 CONDITIONS TO INITIAL ADVANCE AND CLOSING

The obligations of Lenders to consummate the transactions

contemplated herein and to make the initial Advance under the Revolving Facility

(the "INITIAL ADVANCE") are subject to the satisfaction, in the judgment of

Agent in its Permitted Discretion, of the following:

<PAGE>

(a) (i) Borrower shall have delivered to Agent the Loan

Documents to which it is a party, each duly executed by an authorized officer of

Borrower and the other parties thereto, and a Borrowing Certificate for the

Initial Advance under the Revolving Facility executed by an authorized officer

of Borrower;

(b) all in form and substance satisfactory to Agent in its

Permitted Discretion, Agent shall have received (i) a report of Uniform

Commercial Code financing statement, tax and judgment lien searches performed

with respect to Borrower and Guarantor in each jurisdiction determined by Agent

in its Permitted Discretion, and such report shall show no Liens on the

Collateral (other than Permitted Liens), (ii) each document (including, without

limitation, any Uniform Commercial Code financing statement) required by any

Loan Document or under law or requested by Agent to be filed, registered or

recorded to create, in favor of Agent, for the benefit of Lenders, a perfected

first priority security interest upon the Collateral;

Standing Documents, except as may be delivered post-closing as set forth on

Schedule 6.8 hereto, all in form and substance reasonably acceptable to Agent,

(ii) a certificate of the corporate secretary or assistant secretary of Borrower

dated the Closing Date, as to the incumbency and signature of the Persons

executing the Loan Documents, in form and substance acceptable to Agent, (iii)

the written legal opinion of counsel for Borrower, in form and substance

satisfactory to Agent in its Permitted Discretion, , except as may be delivered

post-closing as set forth on Schedule 6.8 hereto; and (iv) a certificate

executed by an authorized officer of Borrower, which shall constitute a

representation and warranty by Borrower as of the Closing Date and the

applicable Borrowing Date that the conditions contained in this Section 4.1 have

been satisfied;

(d) Agent shall have received a certificate of the chief

financial officer (or, in the absence of a chief financial officer, the chief

executive officer) of Borrower, in form and substance satisfactory to Agent

(each, a "SOLVENCY CERTIFICATE"), certifying (i) the solvency of Borrower after

giving effect to the transactions and the Indebtedness contemplated by the Loan

Documents, and (ii) as to Borrower's financial resources and ability to meet its

obligations and liabilities as they become due, to the effect that as of the

Closing Date and the Borrowing Date for the Initial Advance and after giving

effect to such transactions and Indebtedness: (A) the assets of such Person, at

a Fair Valuation, exceed the total liabilities (including contingent,

subordinated, unmatured and unliquidated liabilities) of such Person, and (B) no

unreasonably small capital base with which to engage in its anticipated business

exists with respect to Borrower;

(e) Agent shall have completed or waived examinations, the

results of which shall be satisfactory in form and substance to Agent, of the

Collateral, the financial statements and the books, records, business,

obligations, financial condition and operational state of Borrower, and Borrower

shall have demonstrated to Agent's satisfaction that (i) its operations comply,

in all respects reasonably deemed material by Agent, in its reasonable judgment,

with all applicable federal, state, foreign and local laws, statutes and

regulations, (ii) its operations are not the subject of any governmental

investigation, evaluation or any remedial action which could reasonably result

in any Material Adverse Effect, and (iii) it has no liability (whether

contingent or otherwise) that could reasonably give rise to a Material Adverse

Effect;

(f) Agent shall have received all fees, charges and expenses

payable to Agent and Lenders on or prior to the Closing Date pursuant to the

Loan Documents;

(g) all in form and substance satisfactory to Agent in its

Permitted Discretion, Agent shall have received such consents, approvals and

agreements, including, without limitation, Landlord Waivers and Consents with

respect to the leases for those locations specifically identified on Schedule

<PAGE>

5.18B where a complete set of books and records relating to Accounts or the

Borrower's Inventory is kept, from such third parties as Agent and its counsel

shall determine are reasonably necessary or desirable with respect to (i) the

Loan Documents and/or the transactions contemplated thereby, and/or (ii) claims

against Borrower or the Collateral;

(h) Borrower shall be in compliance with Section 5.17 and

Section 6.5, and Agent shall have received (i) copies of all such insurance

policies, and (ii) original certificates of such insurance policies as Agent

shall request in its Permitted Discretion confirming that they are in effect and

that the premiums due and owing with respect thereto have been paid in full and

naming Agent, for the benefit of itself and Lenders, as loss payee on Borrower's

property insurance;

(i) all corporate and other proceedings, documents,

instruments and other legal matters in connection with the transactions

contemplated by the Loan Documents (including, but not limited to, those

relating to corporate and capital structures of Borrower) shall be reasonably

satisfactory to Agent;

(j) No default shall exist pursuant to any of Borrower's

obligations under any material contract; Borrower shall be in compliance with

all applicable laws in all material respects;

(k) Borrower shall have established a Lockbox and Blocked

Account pursuant to Section 2.5;

(l) Agent shall have received copies of all (i) material

licenses and permits required for Borrower to conduct the business in which it

is currently engaged or is contemplated pursuant to the Loan Documents, and (ii)

all intercompany agreements, management agreements, documents related to

borrowed money, capital leases and other material contracts;

(m) Agent shall have completed or waived its legal due

diligence examinations of Borrower, the results of which shall be satisfactory

in form and substance to Agent, as evidenced by Agent's execution of the Loan

Documents;

(n) Agent shall have received evidence, in form and substance

satisfactory to Agent, of the release and termination of any and all Liens,

security interest and/or Uniform Commercial Code financing statements in, on,

against or with respect to any of the Collateral (other than Permitted Liens);

(o) there shall not have occurred any Material Adverse Change

or Material Adverse Effect from that which was reflected on the financial

statements dated August 31, 2005 and provided to Agent;

(p) Borrower shall have executed and filed IRS Form 8821 with

the appropriate office of the Internal Revenue Service; and

(q) Agent shall have received such other documents,

certificates, information or legal opinions as Agent may reasonably request, all

in form and substance reasonably satisfactory to Agent in its Permitted

Discretion.

<PAGE>

4.2 CONDITIONS TO EACH ADVANCE AND ISSUANCE OF EACH LETTER OF CREDIT

The obligations of Lenders to make any Advance (including,

without limitation, the Initial Advance) and to issue each Letter of Credit are

subject to the satisfaction, in the reasonable judgment of Agent, of the

following conditions precedent:

(a) Borrower shall have delivered to Agent a Borrowing

Certificate for the Advance, executed by an authorized officer of Borrower,

which shall constitute a representation and warranty by Borrower as of the

Borrowing Date, that the conditions contained in this Section 4.2 have been

satisfied; provided, however, that any determination as to whether or extend

credit shall be made by Agent in its Permitted Discretion;

(b) each of the representation and warranties made by Borrower

in or pursuant to this Agreement shall be accurate, before and after giving

effect to such Advance, and no Default or Event of Default shall have occurred

or be continuing or would exist after giving effect to the requested Advance on

such date; provided, however, that for any representation or warranty limited to

the date of closing, such limitation shall not apply, and the representation

shall be true as if made at the time of any request for an Advance or issuance

of a Letter of Credit, except with respect to representations that would be

inconsistent with Section 6.15;

the sum of (i) the aggregate outstanding principal amount of Advances under the

Revolving Facility, including Advances in connection with the Letters of Credit,

and (ii) the Unfunded L/C Exposure, shall not exceed the lesser of the

Availability and the Facility Cap, and the Unfunded L/C Exposure shall not

exceed the L/C Sublimit;

(d) except as disclosed in the financial information delivered

to Agent hereunder, there shall be no liabilities or obligations with respect to

Borrower of any nature whatsoever which, either individually or in the

aggregate, reasonably would be likely to have a Material Adverse Effect;

(e) Agent shall have received all fees, charges and expenses

due and payable to Agent on or prior to such date pursuant to the Loan

Documents;

(f) there shall not have occurred any Material Adverse Change

or Material Adverse Effect; and

(g) no default or Event of Default shall have occurred or be

continuing or would exist after giving effect to the Advance under the Revolving

Facility or the issuance of a Letter of Credit on such date.

V. REPRESENTATIONS AND WARRANTIES

Notwithstanding any other provision of this Agreement to the

contrary, so long as the findings and results of the SPP Investigation are

materially consistent with the disclosures contained in the press release issued

by ASG on October 24, 2005 (the "SPP PRESS RELEASE"), including, without

limitation, the reported estimate of potentially effected revenues by the

matters under investigation set forth therein and, so long as the SPP

Investigation remains limited solely to (i) SPP and any other Borrower (but only

as a direct result of SPP's business and accounting practices as described in

the SPP Press Release) and (ii) the matters set forth in the SPP Press Release,

the representations and warranties contained in this Section 5 and the covenants

contained in Sections 6 and 7 of this Agreement are hereby made subject to and

qualified by the matters set forth in the SPP Press Release.

<PAGE>

Each Borrower, jointly and severally, represents and warrants

as of the date hereof, the Closing Date, each Borrowing Date and each date of

issuance of a Letter of Credit as follows:

5.1 ORGANIZATION AND AUTHORITY

Borrower is a corporation, limited partnership or limited

liability company duly organized, validly existing and in good standing under

the laws of its state of formation. Borrower (a) has all requisite power and

authority to own its properties and assets and to carry on its business as now

being conducted and as contemplated in the Loan Documents, (b) is duly qualified

to do business in every jurisdiction in which it is a party to a Government

Contract, and, except as set forth on Schedule 5.1, every other jurisdiction in

which failure so to qualify could reasonably be expected to have a Material

Adverse Effect, and (c) has all requisite power and authority (i) to execute,

deliver and perform the Loan Documents to which it is a party, (ii) to borrow

hereunder, (iii) to consummate the transactions contemplated under the Loan

Documents, and (iv) to grant the Liens with regard to the Collateral pursuant to

the Security Documents to which it is a party. Borrower is not an "investment

company" registered or required to be registered under the Investment Company

Act of 1940, as amended, and is not controlled by such an "investment company."

5.2 LOAN DOCUMENTS

The execution, delivery and performance by Borrower of the

Loan Documents to which it is a party, and the consummation of the transactions

contemplated thereby, (a) have been duly authorized by all requisite action of

Borrower and have been duly executed and delivered by or on behalf of Borrower;

(b) do not violate any provisions of (i) applicable law, statute, rule,

regulation, ordinance or tariff, (ii) any order of any Governmental Authority

binding on Borrower or any of its properties, or (iii) the certificate of

incorporation or bylaws (or any other equivalent governing agreement or

document) of Borrower, or any agreement between Borrower and its shareholders,

members, partners or equity owners or among any such shareholders, members,

partners or equity owners; (c) are not in conflict with, and do not result in a

breach or default of or constitute an event of default, or an event, fact,

condition or circumstance which, with notice or passage of time, or both, would

constitute or result in a conflict, breach, default or event of default under,

any indenture, agreement or other instrument to which Borrower is a party, or by

which the properties or assets of Borrower are bound, the effect of which could

reasonably be expected to have a Material Adverse Effect; and (d) except as set

forth therein, will not result in the creation or imposition of any Lien of any

nature upon any of the properties or assets of Borrower, and (e) except as set

forth on Schedule 5.2, do not require the consent, approval or authorization of,

or filing, registration or qualification with, any Governmental Authority or any

other Person. When executed and delivered, each of the Loan Documents to which

Borrower is a party will constitute the legal, valid and binding obligation of

Borrower, enforceable against Borrower in accordance with its terms, subject to

the effect of any applicable bankruptcy, moratorium, insolvency, reorganization

or other similar law affecting the enforceability of creditors' rights generally

and to the effect of general principles of equity which may limit the

availability of equitable remedies (whether in a proceeding at law or in

equity).

5.3 SUBSIDIARIES, CAPITALIZATION AND OWNERSHIP INTERESTS

As of the date of this Agreement, Borrower has no Subsidiaries

other than those Persons listed as Subsidiaries on Schedule 5.3, each of which

either are other Borrowers or Guarantors of the Obligations of Borrower herein.

Schedule 5.3 also states the authorized and issued capitalization of Borrower

and each such Subsidiary, and the number and class of equity securities and/or

ownership, voting or partnership interests (except for ASG) issued and

outstanding (including options, warrants and other rights to acquire any of the

foregoing). The ownership or partnership interests of each Borrower that is a

limited partnership or a limited liability company are not certificated, the

documents relating to such interests do not expressly state that the interests

are governed by Article 8 of the Uniform

<PAGE>

Commercial Code, and the interests are not held in a securities account.

Schedule 5.3 also lists the directors, members, managers and/or partners of

Borrower, as well as any beneficial or record holders of more than twenty-five

percent (25%) of the equity of ASG, and ASG owns, directly or indirectly, all of

the issued and outstanding equity securities and/or ownership or voting or

partnership interests of each other Borrower. The outstanding equity securities

and/or ownership, voting or partnership interests of each Borrower have been

duly authorized and validly issued and are fully paid and nonassessable. Except

as listed on Schedule 5.3, Borrower does not own an interest or participate or

engage in any joint venture, partnership or similar arrangements with any

Person.

5.4 PROPERTIES

Borrower (a) is the sole owner and has good, valid and

marketable title to all of its properties and assets, including the Collateral,

whether personal or real, subject to no transfer restrictions or Liens of any

kind except for Permitted Liens, and (b) is in compliance in all material

respects with each lease to which it is a party or otherwise bound, except for

such noncompliance as would not reasonably be expected to have a Material

Adverse Effect. Schedule 5.4 lists all real properties (and their locations)

owned or leased by or to Borrower, and all assets or property that are leased

pursuant to capital leases or licensed by Borrower, and any other material

leases. Borrower enjoys peaceful and undisturbed possession under all such

leases and such leases are all the leases necessary for the operation of such

properties and are valid and subsisting and are in full force and effect.

5.5 OTHER AGREEMENTS

Except as set forth on Schedule 5.5, Borrower is not (a) a

party to any judgment, order or decree or any agreement, document or instrument,

or subject to any restriction, which would materially adversely affect its

ability to execute and deliver, or perform under, any Loan Document or to pay

the Obligations, or (b) in default in the performance, observance or fulfillment

of any obligation, covenant or condition contained in any agreement, document or

instrument to which it is a party or to which any of its properties or assets

are subject, which default, if not remedied within any applicable grace or cure

period, could reasonably be expected to have a Material Adverse Effect, nor is

there any event, fact, condition or circumstance which, with notice or passage

of time or both, would constitute or result in a conflict, breach, default or

event of default under, any of the foregoing which, if not remedied within any

applicable grace or cure period could reasonably be expected to have a Material

Adverse Effect.

5.6 LITIGATION

Except as set forth on Schedule 5.6, there is no action, suit,

proceeding or investigation pending or, to its knowledge, threatened against

Borrower that (a) questions or could prevent the validity of any of the Loan

Documents or the right of Borrower to enter into any Loan Document or to

consummate the transactions contemplated thereby, (b) would reasonably be likely

to have, either individually or in the aggregate, any Material Adverse Change or

Material Adverse Effect, or (c) would reasonably be likely to result in any

Change of Control or other change in the current ownership, control or

management of Borrower. Except as set forth on Schedule 5.6, as of the date

hereof Borrower is not a party or subject to any order, writ, injunction,

judgment or decree of any Governmental Authority. Except as set forth on

Schedule 5.6, as of the date hereof there is no action, suit, proceeding or

investigation initiated by Borrower currently pending, and Borrower has no

existing accrued and/or unpaid Indebtedness to any Governmental Authority or any

other governmental payor, except for Permitted Indebtedness.

5.7 HAZARDOUS MATERIALS

Borrower is in compliance in all material respects with all

applicable Environmental Laws. Borrower has not been notified of any action,

suit, proceeding or investigation (a) relating in any

<PAGE>

way to compliance by or liability of Borrower under any Environmental Laws, (b)

which otherwise deals with any Hazardous Substance or any Environmental Law, or

necessary for the generation, handling, storage, treatment or disposal of any

Hazardous Substance which , in any case, could have a Material Adverse Effect.

5.8 TAX RETURNS; GOVERNMENTAL REPORTS

Borrower (a) has filed all material federal, state, foreign

(if applicable) and local tax returns and other reports which are required by

law to be filed by Borrower, and (b) has paid all material taxes, assessments,

fees and other governmental charges, including, without limitation, payroll and

other employment related taxes, in each case that are due and payable, except

only for items that Borrower is currently contesting in good faith and that are

identified on Schedule 5.8.

5.9 FINANCIAL STATEMENTS AND REPORTS

All financial statements relating to Borrower that have been

or may hereafter be delivered to Agent by Borrower are accurate and complete in

all material respects and have been prepared in accordance with GAAP

consistently applied with prior periods. ASG has no material obligations or

liabilities of any kind not disclosed in such financial statements that would be

required to be disclosed therein in accordance with GAAP, and since the date of

the most recent financial statements submitted to Agent, there has not occurred

any Material Adverse Change or Material Adverse Effect or, to Borrower's

knowledge, any other event or condition that could reasonably be expected to

have a Material Adverse Effect.

5.10 COMPLIANCE WITH LAW

Borrower (a) is in compliance with all laws, statutes, rules,

regulations, ordinances and tariffs of any Governmental Authority applicable to

Borrower and/or Borrower's business, assets or operations, including, without

limitation, ERISA and HIPPA, and (b) is not in violation of any order of any

Governmental Authority or other board or tribunal, except where such

noncompliance or violation would not reasonably be likely to have a Material

Adverse Effect. There is no event, fact, condition or circumstance known to

Borrower which, with notice or passage of time, or both, would constitute or

result in any noncompliance with, or any violation of, any of the foregoing, in

each case except where noncompliance or violation could not reasonably be

expected to have a Material Adverse Effect. Borrower has not received any notice

that Borrower is not in compliance in any respect with any of the requirements

of any of the foregoing. Borrower has (i) not engaged in any Prohibited

Transactions as defined in Section 406 of ERISA and Section 4975 of the Internal

Revenue Code of 1986, as amended, and the rules and regulations promulgated

thereunder, (ii) not failed to meet any applicable minimum funding requirements

under Section 302 of ERISA in respect of its plans and no funding requirements

have been postponed or delayed, (iii) no knowledge of any event or occurrence

which would cause the Pension Benefit Guaranty Corporation to institute

proceedings under Title IV of ERISA to terminate any of the employee benefit

plans, (iv) no fiduciary responsibility under ERISA for investments with respect

to any plan existing for the benefit of Persons other than its employees or

former employees, or (v) not withdrawn, completely or partially, from any

multi-employer pension plans so as to incur liability under the MultiEmployer

Pension Plan Amendments of 1980. With respect to Borrower, there exists no event

described in Section 4043 of ERISA, excluding Subsections 4043(b)(2) and

4043(b)(3) thereof, for which the thirty (30) day notice period contained in 12

C.F.R. Section 2615.3 has not been waived.

5.11 INTELLECTUAL PROPERTY

Except as set forth on Schedule 5.11, as of the date hereof

Borrower does not own, and is not a party to, any patents, patent applications,

trademarks, trademark applications, service marks,

<PAGE>

registered copyrights, copyright applications, copyrights, trade names, trade

secrets, proprietary software or licenses (collectively, the "INTELLECTUAL

PROPERTY").

5.12 LICENSES AND PERMITS; LABOR

Borrower is in compliance with and has all Permits necessary

or required by applicable law or Governmental Authority for the operation of its

businesses except where the failure to be in compliance would not reasonably be

likely to have a Material Adverse Effect. All of the foregoing are in full force

and effect and not in known conflict with the rights of others, except as would

not reasonably be likely to have a Material Adverse Effect. Borrower (a) is not

in breach of or default under the provisions of any of the foregoing, nor is

there any event, fact, condition or circumstance which, with notice or passage

of time or both, would constitute or result in a conflict, breach, default or

event of default under, any of the foregoing which, if not remedied within any

applicable grace or cure period would reasonably be likely to have a Material

Adverse Effect, and (b) has not been involved in any labor dispute, strike,

walkout or union organization activity which would reasonably be likely to have

a Material Adverse Effect

5.13 NO DEFAULT

There does not exist any Default or Event of Default or any

event, fact, condition or circumstance which, with the giving of notice or

passage of time or both, would constitute or result in a Default or Event of

Default.

5.14 DISCLOSURE

No Loan Document nor any other agreement, document,

certificate, or statement furnished to Agent by or on behalf of Borrower in

connection with the transactions contemplated by the Loan Documents, nor any

representation or warranty made by Borrower in any Loan Document, contains any

untrue statement of material fact or omits to state any fact necessary to make

the statements therein not materially misleading. There is no fact known to

Borrower which has not been disclosed to Agent in writing which reasonably would

be likely to have a Material Adverse Effect.

5.15 EXISTING INDEBTEDNESS; INVESTMENTS, GUARANTEES AND CERTAIN CONTRACTS

Except as permitted by the Loan Documents, Borrower (a) has no

outstanding Indebtedness (b) is not subject or party to any mortgage, note,

indenture, indemnity or guarantee of, with respect to or evidencing any

Indebtedness of any other Person, or (c) does not own or hold any equity or

long-term debt investments in, and does not have any outstanding advances to or

any outstanding guarantees for, the obligations of, or any outstanding

borrowings from, any Person other than with respect to a Guarantor or another

Borrower as set forth on Schedule 5.15. Borrower has performed all material

obligations required to be performed by Borrower under any document evidencing

such Indebtedness and there has occurred no breach, default or event of default

under any document evidencing any such items or any fact, circumstance,

condition or event which, with the giving of notice or passage of time or both,

would constitute or result in a breach, default or event of default thereunder.

5.16 OTHER AGREEMENTS

Except as described in the filings of ASG with the Securities

and Exchange Commission, as of the date hereof there are no existing or proposed

material agreements, arrangements, understandings or transactions between

Borrower and any of Borrower's officers, members, managers, directors,

stockholders, partners, other interest holders, employees or any members of

their respective immediate families.

<PAGE>

5.17 INSURANCE

Borrower has in full force and effect such insurance policies

as are customary in its industry and as may be required pursuant to Section 6.5

hereof. All such insurance policies as in force on the date of this Agreement

are listed and described on Schedule 5.17.

5.18 NAMES; LOCATION OF OFFICES, RECORDS AND COLLATERAL

During the preceding five years, Borrower has not conducted

business under or used any name (whether corporate, partnership or assumed)

other than as shown on Schedule 5.18A. Borrower is the sole owner of all of its

names listed on Schedule 5.18A, and any and all business done and invoices

issued having a value in excess of $50,000, in such names are Borrower's sales,

business and invoices. Borrower maintains its places of business and chief

executive offices only at the locations set forth on Schedule 5.18B or with

respect to which notice is provided to the Agent pursuant to Section 7.4(a), and

all Accounts of Borrower arise, originate and are located, and all of the

Collateral and all books and records in connection therewith or in any way

relating thereto or evidence the Collateral are located and shall be only, in

and at such locations. All of the Collateral is located only in the United

States.

5.19 NON-SUBORDINATION

The Obligations are not subordinated in any way to any other

obligations of Borrower or to the rights of any other Person.

5.20 ACCOUNTS

In determining which Accounts are Eligible Receivables, Agent

may rely on all statements and representations made by Borrower with respect to

any Account. Unless otherwise indicated in writing to Agent, each Account of

Borrower (a) is genuine and in all respects what it purports to be and is not

evidenced by a judgment, (b) arises out of a completed, bona fide sale and

delivery of goods or rendering of services by Borrower in the ordinary course of

business and in accordance with the terms and conditions of all purchase orders,

contracts, certifications, participations and other documents relating thereto

or forming a part of the contract between Borrower and the Account Debtor, (c)

is for a liquidated amount maturing as stated in a claim or invoice covering

such sale of goods or rendering of services, a copy of which has been furnished

or is available to Agent, (d) if included on a Borrowing Base Certificate, is

not, subject to any known offset, lien, deduction, defense, dispute,

counterclaim or other adverse condition, is absolutely owing to Borrower and is

not contingent in any respect or for any reason, (e) there are no known facts,

events or occurrences which in any way impair the validity or enforceability

thereof or if included on a Borrowing Base Certificate, reduce the amount

payable thereunder from the face amount of the claim or invoice and statements

delivered to Agent with respect thereto, (f) to the best of Borrower's

knowledge, there are no proceedings or actions which are threatened or pending

against any Account Debtor thereunder which in Borrower's opinion is likely to

result in any Material Adverse Change in the collectibility of any such Account,

and (g) Borrower has obtained and currently has all Permits necessary in the

generation thereof except for any failure to obtain a Permit which would not be

reasonably likely to have a Material Adverse Effect. Unless otherwise indicated

in writing to Agent, to the best of Borrower's knowledge, (i) the Account Debtor

under each Account of Borrower had the capacity to contract at the time any

contract or other document giving rise thereto was executed, and (ii) such

Account Debtor is solvent.

5.21 SURVIVAL

Borrowers, jointly and severally, make the representations and

warranties contained herein with the knowledge and intention that Agent and

Lenders are relying and will rely thereon. All such representations and

warranties will survive the execution and delivery of this Agreement, and the

making of the Advances.

<PAGE>

5.22 PERFORMANCE AND PAYMENT BONDS FOR GOVERNMENT CONTRACTS

Borrower has posted all bonds required by each Government

Contract to which it is a party, except as set forth on Schedule 5.22.

VI. AFFIRMATIVE COVENANTS

Borrower covenants and agrees that, until full performance and

satisfaction, and indefeasible payment in full in cash, of all the Obligations

and termination of this Agreement:

6.1 FINANCIAL STATEMENTS, REPORTS AND OTHER INFORMATION

(a) Financial Reports. ASG shall furnish to Agent and each

Lender (i) as soon as available and in any event within ninety (90) calendar

days after the end of each fiscal year of ASG, audited annual consolidated

financial statements of ASG including the notes thereto, consisting of a

consolidated balance sheet at the end of such completed fiscal year and the

related consolidated statements of income, stockholders' equity and cash flows

for such completed fiscal year, which financial statements shall be prepared and

certified without qualification by an independent certified public accounting

firm reasonably satisfactory to Agent (which shall include Ernst & Young) and

accompanied by related management letters, if available, (ii) as soon as

available and in any event within forty-five (45) days after the end of each

fiscal quarter of ASG, unaudited consolidated financial statements of ASG

consisting of a balance sheet and statements of income, stockholders' equity and

cash flows as of the end of the immediately preceding fiscal quarter, and (iii)

as soon as available and in any event within thirty (30) calendar days after the

end of each calendar month, unaudited consolidated financial statements of ASG

consisting of a balance sheet and a statement of income, and cash flows as of

the end of the immediately preceding calendar month. All such financial

statements shall be prepared in accordance with GAAP consistently applied with

prior periods (except that certain of the financial statements do not have

footnotes, are subject to year end adjustments in the case of monthly and

quarterly financial statements, including, without limitation, reserves for

incurred but not reported items and claims payable consistent with past

practices and are subject to any adjustments related to the SPP Investigation).

With each quarterly and annual financial statement, ASG shall also deliver a

certificate of its chief financial officer stating that (A) such person has

reviewed the relevant terms of the Loan Documents and the condition of Borrower,

(B) no Default or Event of Default has occurred or is continuing, or, if any of

the foregoing has occurred or is continuing, specifying the nature and status

and period of existence thereof and the steps taken or proposed to be taken with

respect thereto, and (C) ASG (on a consolidated basis) is in compliance with all

financial covenants attached as Annex I hereto. Such certificate shall be

accompanied by the calculations necessary to show compliance with the financial

covenants in a form reasonably satisfactory to the Agent.

(b) Other Materials. ASG shall furnish to Agent and each

Lender as soon as available, and in any event within ten (10) calendar days

after the preparation or issuance thereof or at such other time as set forth

below: (i) copies of any pro forma financial statements and any other notes,

reports and other materials related thereto, (ii) any reports, returns,

information, notices and other materials that ASG shall send to its stockholders

at any time, (iii) within thirty (30) calendar days after the end of each

calendar month for such month, an accounts payable detailed aging and

reconciliation of the accounts receivable and accounts payable to the general

ledger and financial statements, (iv) promptly upon receipt thereof, copies of

any reports submitted to ASG by its independent accountants in connection with

any interim audit of the books of ASG or any future Guarantor and copies of each

management control letter provided by such independent accountants, and (v) such

additional information, documents, statements, reports and other materials as

Agent may reasonably request from a credit or security perspective from time to

time.

<PAGE>

five (5) Business Days after Borrower or any authorized officer of Borrower

obtains knowledge thereof, notify Agent in writing of (i) any pending or

threatened litigation, suit, investigation, arbitration, dispute resolution

proceeding or administrative proceeding brought or initiated by Borrower or

otherwise affecting or involving or relating to Borrower or any of its property

or assets to the extent (A) the amount in controversy exceeds $2,000,000 (other

than in lawsuits brought by or on behalf of inmates that Borrower reasonably

believes will not go to trial), (B) any of the foregoing seeks injunctive relief

(excluding such relief sought in law suits brought by or on behalf of inmates),

or (C) if against Borrower and not covered by insurance, (ii) any Default or

Event of Default, which notice shall specify the nature and status thereof, the

period of existence thereof and what action is proposed to be taken with respect

thereto, (iii) any other development, event, fact, circumstance or condition

that could reasonably be expected to have a Material Adverse Effect, in each

case describing the nature and status thereof and the action proposed to be

taken with respect thereto, (iv) any notice received by Borrower from any payor

of a claim, suit or other action such payor has, claims or has filed against

Borrower in an amount of $100,000 or more, (v) any matter(s) affecting the

value, enforceability or collectibility of any of the Collateral, including,

without limitation, claims or disputes in the amount of $100,000 or more in

existence at any one time, (vi) any notice given by Borrower to any other lender

of Borrower and shall furnish to Agent a copy of such notice, (vii) receipt of

any notice or request from any Governmental Authority regarding any liability or

claim of liability in an amount of $100,000 or more, (viii) receipt of any

notice by Borrower regarding termination of any real estate lease, and/or (ix)

if any Account over $100,000 becomes evidenced or secured by an instrument or

chattel paper.

(d) Consents. Borrower shall obtain and deliver from time to

time all consents, approvals and agreements from such third parties as Agent

shall determine are necessary or desirable in its Permitted Discretion for the

protection of its Collateral and that are reasonably satisfactory to Agent with

respect to the Loan Documents and the transactions contemplated thereby, or the

Collateral, including, without limitation, Landlord Waivers and Consents for

each location set forth on Schedule 5.18B, as amended from time to time.

(e) Operating Budget. ASG shall furnish to Agent and each

Lender on or prior to the Closing Date and for each fiscal year of ASG

thereafter on the date on which such operating budgets are approved by ASG's

Board of Directors, and in any case no later than January 1 of each fiscal year,

consolidated month by month projected operating budgets, which shall include

projected profit and loss statements, balance sheets and cash flow reports of

and for Borrower for such upcoming fiscal year in each case prepared in

accordance with GAAP consistently applied with prior periods (except that such

projections will not have footnotes and will be subject to year-end adjustments

in the case of monthly and quarterly projections, including, without limitation,

reserves for incurred but not reported items and claims payable consistent with

past practices).

6.2 PAYMENT OF OBLIGATIONS

Borrower shall make full and timely indefeasible payment in

cash of the principal of and interest on the Loans, Advances and all other

Obligations.

6.3 CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE AND ASSETS

Borrower shall (a) conduct its business in accordance with

good business practices customary to the industry, (b) engage principally in the

same or similar lines of business substantially as heretofore conducted, (c)

collect its Accounts in the ordinary course of business, (d) maintain all of its

material properties, assets and equipment used or useful in its business in good

repair, working order and condition (normal wear and tear excepted and except as

may be disposed of in the ordinary course of

<PAGE>

business and in accordance with the terms of the Loan Documents), (e) from time

to time to make all necessary repairs, renewals and replacements of its material

properties, assets and equipment, and (f) maintain and keep in full force and

effect its existence and all material Permits and qualifications to do business

and good standing in each jurisdiction in which the ownership or lease of

property or the nature of its business makes such Permits or qualification

necessary and in which failure to maintain such Permits or qualification could

reasonably be likely to have a Material Adverse Effect; and (g) remain in good

standing and maintain operations in all jurisdictions reasonably necessary to

conduct its business.

6.4 COMPLIANCE WITH LEGAL AND OTHER OBLIGATIONS

Borrower shall (a) comply with all laws, statutes, rules,

regulations, ordinances and tariffs of all Governmental Authorities applicable

to it or its business, assets or operations, (b) pay all taxes, assessments,

fees, governmental charges, claims for labor, supplies, rent and all other

obligations or liabilities of any kind, except liabilities being contested in

good faith and against which adequate reserves have been established, (c)

perform in accordance with its terms each contract, agreement or other

arrangement to which it is a party or by which it or any of the Collateral is

bound, including, but not limited to, any accreditation and survey requirements,

and (d) maintain and comply with all Permits necessary to conduct its business

and comply with any new or additional requirements that may be imposed on it or

its business, except where failure to comply, pay, maintain or perform would not

reasonably be likely to have a Material Adverse Effect. Borrower shall give

Agent prompt notice and a copy of (a) any new material Government Contract, and

(b) any communication from a Governmental Authority concerning nonperformance

(including nonperformance in connection with Hazardous Substances), default,

set-off or bonding issues under any Governmental Contract.

6.5 INSURANCE

Borrower shall (a) keep all of its insurable properties and

assets adequately insured in all material respects against losses, damages and

hazards as are customarily insured against by businesses engaging in similar

activities or owning similar assets or properties in at least the minimum amount

required by applicable law and any agreement to which Borrower is a party,

including, without limitation, property insurance, automobile insurance and

professional liability insurance, as applicable, (b) maintain (i) general public

liability insurance at all times against liability on account of damage to

persons and property having such limits, deductibles, exclusions and

co-insurance and other provisions as are customary for a business engaged in

activities similar to those of Borrower, and (ii) stop loss insurance with

coverage in reasonable amounts as are customary for a business engaged in

activities similar to those of Borrower or as required by any agreement to which

Borrower is a party (i.e., at Closing, Borrower has coverage of 100% of exposure

for amounts in excess of $500,000 per patient with a per patient cap of

$2,000,000); (c) maintain insurance under all applicable workers' compensation

laws, and (d) require all of its healthcare professional employees and

independent contractors to maintain professional liability insurance; all of the

foregoing insurance policies to be satisfactory in form and substance to Agent

in its Permitted Discretion.

6.6 TRUE BOOKS

Borrower shall (a) keep true, complete and accurate books of

record and account in accordance with commercially reasonable business practices

in which true and correct entries are made of all of its and their dealings and

transactions in all material respects; and (b) set up and maintain on its books

such reserves as may be required by GAAP with respect to doubtful accounts and

all taxes, assessments, charges, levies and claims and with respect to its

business, and include such reserves in its quarterly as well as year end

financial statements.

<PAGE>

6.7 INSPECTION; PERIODIC AUDITS

Borrower shall permit the representatives of Agent and Lenders

from time to time during normal business hours, upon reasonable notice and at

the expense of Borrower, to (a) (once each quarter at Borrower's expense if no

Default or Event of Default shall

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