10-K

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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ----------------

                                    FORM 10-K

[X]   Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
      Act of 1934 For the fiscal year ended March 31, 2006

                                       Or

[ ]   Transition Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 For the transition period from       to

                        Commission File Number 000-21465

                                TALX CORPORATION
             (Exact name of registrant as specified in its charter)

                MISSOURI                                          43-0988805
    (State or other jurisdiction of                            (I.R.S. Employer
     incorporation or organization)                          Identification No.)
   11432 LACKLAND ROAD, ST. LOUIS, MO                               63146
(Address of principal executive offices)                          (Zip Code)

                                 (314) 214-7000
              (Registrant's telephone number, Including area code)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                          COMMON STOCK, $.01 PAR VALUE

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [X] Yes [ ] No

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No

Persons who respond to the collection of information contained in this form are
not required to respond unless the form displays a currently valid OMB control
number.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer,
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

Large accelerated filer [X]   Accelerated filer [ ]   Non-accelerated filer [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). [ ] Yes [X] No

As of September 30, 2005, the aggregate market value of the voting stock held by
non-affiliates of the registrant was approximately $699 million. For purpose of
this calculation only, without determining whether the following are affiliates
of the registrant, the registrant has assumed that (i) its directors and
executive officers are affiliates and (ii) entities controlled by such persons
are affiliates.

As of May 30, 2006, there were 32,371,398 shares of the registrant's Common
Stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive proxy statement for the registrant's 2006 Annual
Meeting of Shareholders, which definitive proxy statement will be filed within
120 days of the end of the registrant's fiscal year, are incorporated by
reference into Part III of this Annual Report on Form 10-K.

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                                     PART I

FORWARD-LOOKING STATEMENTS

This report contains certain statements regarding future results, performance,
expectations, or intentions that may be considered forward-looking statements
("forward-looking statements") within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. These statements relate to, among other things,
business trends and prospects, potential future profitability, revenue growth
and cash flows, including without limitation, forward-looking statements under
"Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations." All statements other than statements of historical facts
included in this Form 10-K are forward-looking statements. Although we believe
that the expectations reflected in such forward-looking statements are
reasonable, we can give no assurance that such expectations will prove to be
correct. Actual results could differ materially from those projected in the
forward-looking statements as a result of risks facing us. Such risks include,
but are not limited to:

      (1)   the risk that our revenues from The Work Number may fluctuate in
            response to changes in certain economic conditions such as interest
            rates and employment trends;

      (2)   risks associated with our ability to prevent breaches of
            confidentiality or inappropriate use of data as we perform
            large-scale processing of verifications;

      (3)   risks associated with our ability to maintain the accuracy, privacy
            and confidentiality of our clients' employee data;

      (4)   risks related to our ability to increase the size and range of
            applications for The Work Number database and to successfully market
            current and future services and related to our dependence on third
            party providers to do so;

      (5)   the risk of interruption of our computer network and telephone
            operations, including potential slow-down or loss of business as
            potential clients review our operations;

      (6)   risks associated with potential challenges regarding the
            applicability of the Fair Credit Reporting Act or similar law;

      (7)   risks relating to the dependence of the market for The Work Number
            services on mortgage documentation requirements in the secondary
            market and the risk that our revenues and profitability would be
            significantly harmed if those requirements were relaxed or
            eliminated;

      (8)   risks related to the applicability of any new privacy legislation or
            interpretation of existing laws;

      (9)   the risk that our revenues from unemployment tax management services
            may fluctuate in response to changes in economic conditions;

      (10)  risks related to changes in tax laws, including work opportunity ,
            or "WOTC," and welfare to work, or "WtW," tax credits;

      (11)  the risk to our future growth due to our dependence on our ability
            to effectively integrate acquired companies and capitalize on
            cross-selling opportunities; and

      (12)  risks relating to doing business with the federal government
            following our April 2006 acquisition of PAN.

See "Item 1A. Risk Factors" for a more detailed description of many of these and
other risk factors. You should read this Form 10-K completely and with the
understanding that our actual results may be materially different from what we
expect. We do not undertake any obligation to update these forward-looking
statements, even though our situation may change in the future. We qualify all
of our forward-looking statements by these cautionary statements.

                                       2


ITEM 1. BUSINESS

OVERVIEW

We are a leading provider of payroll-related and human resources business
process outsourcing services. Our services enable our clients to automate and
outsource the performance of payroll and human resources business processes that
would otherwise be performed by their own in-house payroll or human resources
departments. Our clients are large and mid-size organizations, including more
than three-fourths of the Fortune 500 companies in a wide variety of industries,
as well as a number of government agencies.

Our current services include employment and income verification and other
payroll-related services, unemployment tax management services, tax credit and
incentive services, and employee assessment and talent management services.

      -     Income Verification and Employment Services. Our employment and
            income verification services, which we refer to collectively as "The
            Work Number services," are designed to help employers save time and
            effort and reduce expenses associated with many of the
            administrative tasks required to support large workforces. These
            tasks include verifying employment and income information, printing
            and distributing pay stubs and annual W-2 forms, collecting
            time-reporting data, updating employee personnel records on a
            self-service basis, and screening job applicants. As of March 31,
            2006, The Work Number database, our proprietary database of payroll
            and other human resources-related information, contained
            approximately 129.0 million employee records and had contracts to
            receive an additional 7.3 million records. Authorized users such as
            mortgage lenders, pre-employment screeners, credit issuers, social
            service agencies and others access The Work Number service and pay
            us transaction-based or monthly service fees for verification of
            employment and income information.

      -     Unemployment Tax Management Services. Through our unemployment tax
            management services, we provide unemployment insurance claims
            processing, unemployment hearing education and consultation, and
            unemployment tax planning and management services to a broad range
            of employers. These services are designed to reduce the cost of
            processing unemployment claims by human resources departments and to
            better manage the tax rate that employers are assessed for
            unemployment taxes.

      -     Tax Credit and Incentive Services. Our services in the tax credits
            and incentives segment include assisting employers with federal,
            state and local tax credits. Examples of federal tax credit services
            include integrating work opportunity, or "WOTC", and welfare to
            work, or "WtW", tax credit processing into the current hiring
            process, as well as processing all necessary forms to identify
            applicants and employees who are potential qualifiers for hiring tax
            credits. State and local tax credit services include assisting
            clients in identifying and calculating enterprise zone credits and
            job creation credits.

      -     Employee Assessment and Talent Management Services. Beginning in
            fiscal year 2007, through our employee assessment and talent
            management services, we provide testing and assessment services, as
            well as talent management services that are designed to enable
            organizations to automate and improve their human capital management
            business processes. With our employee assessment and talent
            management services, clients can electronically deliver the
            assessments to applicants and arrange the administering or
            proctoring of the assessments at pre-qualified testing centers.
            Using an online dashboard, clients can manage open positions and
            direct active applicants through the entire assessment and selection
            process, including external tests such as a drug test.

TALX services are enabled by our proprietary databases and applications that are
designed to quickly and efficiently access and process large volumes of data. We
employ web, interactive voice response, fax, document imaging and other
technologies to enhance the services offered to our clients. We can interact
with various payroll and human resources systems, and are virtually independent
of the information technology services our clients select.

As used in this Form 10-K the terms "TALX," "we," "our," and "us" and other
similar terms refer to TALX Corporation, unless we specify otherwise.

We have obtained a trademark registration for the name TALX and a trademark
registration for The Work Number for Everyone, The Work Number, FasTime, UC
eXpress, W-2 eXpress, Advanced HR Solutions, Performance Assessment Network,
PAN, and Vital Information for Talent Assessment with the United States Patent
and Trademark Office. In addition, TALXWare is our trademark, and I-9 eXpress,
HireXpress and FasCast are our service marks. All other trade names, trademarks
and product names in this Form 10-K are the property of their respective owners.

                                       3


We are a Missouri corporation, with our principal executive offices located at
11432 Lackland Road, St. Louis, Missouri, 63146. Our telephone number is (314)
214-7000.

AVAILABLE INFORMATION

Our Internet website address is http://www.talx.com. We have made copies of the
following reports available free of charge through our Internet website, as soon
as reasonably practicable after they have been filed with or furnished to the
Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934: our annual report on Form 10-K; quarterly
reports on Form 10-Q; current reports on Form 8-K; and amendments to those
reports. Information on our website does not constitute a part of this Report.

RECENT ACQUISITIONS

Pursuant to an acquisition agreement dated April 20, 2005, we acquired Jon-Jay
Associates, Inc., which specializes in providing unemployment cost management
services as well as an employment verification service, for approximately $24
million, including transaction costs, subject to certain post-closing
adjustments. Additionally, the acquisition agreement includes provisions for
potential earn-out payments if certain future financial performance measures are
achieved through the twelve months ending April 30, 2006 and April 30, 2007,
respectively.

Pursuant to an asset purchase agreement dated April 26, 2005, we acquired
substantially all of the assets and assumed certain of the liabilities of Glick
& Glick Consultants, LLC, which specializes in employment-related tax credit and
incentive services, for approximately $5 million, including transaction costs,
subject to certain post-closing adjustments.

Pursuant to an asset purchase agreement dated November 1, 2005, we acquired the
unemployment tax management businesses of Employers Unity, Inc., for
approximately $30 million, including transaction costs, subject to certain
post-closing adjustments.

Pursuant to an asset purchase agreement dated December 15, 2005, we acquired the
tax credit and incentives business of Business Incentives, Inc., doing business
as Management Insights, Inc., for approximately $24 million, including
transaction costs, subject to certain post-closing adjustments.

Pursuant to an acquisition agreement dated April 6, 2006, we acquired
Performance Assessment Network, Inc., or "PAN," a provider of secure,
electronic-based psychometric testing and assessments, as well as comprehensive
talent management services, for approximately $75 million, including transaction
costs, subject to certain post-closing adjustments.

The purchase prices of the acquisitions were determined based on arms'-length
negotiations, and were paid in cash financed through our Loan Agreements as
discussed in Notes 8 and 20 to our consolidated financial statements and in
"Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations - Liquidity and Capital Resources."

SEGMENTS

As a result of recent acquisitions, in the third quarter of fiscal year 2006, we
determined that we operate in four business segments:

      -     The Work Number services;

      -     unemployment tax management;

      -     tax credits and incentives; and

      -     maintenance and support services related to our former customer
            premises systems business.

The presentation of segment information reflects the manner in which management
organizes segments for making operating decisions and assessing performance.
Prior period information has been reclassified to reflect the establishment of
the unemployment tax management segment and the tax credits and incentives
segment, which were previously presented together as one segment.

We are assessing the impact of the April 6, 2006 acquisition of PAN on our
current segment classifications. See "Recent Acquisitions" above.

                                       4


      THE WORK NUMBER SERVICES

The Work Number services include our employment and income verification
services, W-2 management services (which include initial distribution, reissue
and correction of W-2 forms), paperless pay services that enable employees to
electronically receive pay statement information as well as review and change
direct deposit account or W-4 information, integrated electronic time capture
and reporting services, paperless new-hire services to bring new workers on
board using electronic forms, and I-9 management services designed to help
clients electronically comply with the immigration laws that require employers
to complete an I-9 form for each new hire. The Work Number employment and income
verification service is designed to help employers save time and effort and
reduce expenses associated with many of the administrative tasks required to
support large workforces. Additionally, all services in The Work Number suite of
services provide secure web access for managers to obtain management reports,
approve certain transactions and exercise important control functions.

The Work Number. Lenders, pre-employment screeners, credit issuers, social
service agencies and other information verifiers often request organizations to
verify employment and income information that has been provided by employees or
former employees. For example, the Federal National Mortgage Association and the
Federal Home Loan Mortgage Corporation, leading purchasers of residential
mortgages in the United States, usually require independent verification of
employment and income data for the past two calendar years and a current payroll
period in connection with mortgages that they will purchase. The Work Number is
an outsourced service that enables employers to direct the third-party verifiers
to our website or to a toll-free telephone number to verify the employee's
employment status and income data. We generate substantially all of The Work
Number revenues from transaction-based or monthly fees charged to lenders,
pre-employment screeners, credit issuers, social service agencies and other
information verifiers for verification of employment and income information.

As of March 31, 2006, The Work Number database contained approximately 129.0
million employee records and had contracts to receive an additional 7.3 million
records. The Work Number database is updated on a regular basis as employers
transmit data electronically directly to us each payroll period. Employers
contract to provide this data for specified periods, generally three years. Each
employee included in our clients' payroll data represents an employment record
on The Work Number database. This payroll data is uploaded to The Work Number
database, updating each employee's record. If the employee is no longer employed
by a client, the existing record remains intact. Thus, The Work Number database
includes all our clients' current employees, as well as former employees.

W-2 eXpress. W-2 eXpress is a suite of services relating to the initial
distribution (either printed or electronic), reissue and correction of W-2 wage
and tax statement forms that we offer to existing clients and other large
employers. Using data provided by employers, we distribute original W-2 forms
(both electronically and in paper form through business alliances) to the
employees of our clients and provide an automated process to enable these
employees to request corrections to their W-2 forms and obtain additional copies
via the web, telephone or direct download into their tax preparation software.
This suite of services allows complete employee self-service, without requiring
direct interaction with the employer's payroll staff. The majority of W-2
eXpress clients are billed based upon either the number of unique W-2s or the
number of employees, generally pursuant to multi-year contracts.

ePayroll. ePayroll (or Paperless Pay) is a suite of payroll self-service
applications that enables employees, via the web or by telephone, to receive pay
statement information, access current and historical payroll information, review
and change direct deposit account or paycard information, review and change W-4
(federal and state) information, update personal information, and enroll in
selected paycard services chosen by their employer. Employers that send us
electronic transmissions of their employees' pay stubs and direct deposit data
can reduce the amount of staff required to process routine employee payroll
requests as well as reduce the cost to distribute paper pay advices.

FasTime. FasTime services are integrated time capture and reporting solutions
that work from any phone or the web and are used by large employers and the
temporary staffing industry. For large employers, FasTime collects hours worked
and exception time codes providing a user-friendly online approval and reporting
for managers. FasTime is tailored to a company's business rules and processes
and is designed to provide a comprehensive, paperless system for reporting time
and availability and the reporting and management tools for distributed offices.

                                       5


HireXpress. HireXpress is a paperless new-hire service that manages key
components of the enterprise-scale hiring process, including electronic new-hire
packets as well as the ability to monitor the completion process and provide
approvals. Employers define their new-hire packets, and HireXpress notifies new
employees and prompts them to complete their forms online using electronic
signatures. Using the Web, HireXpress can automate the new-hire packet by
creating electronic employee files. Information gathered from completed forms
can be uploaded to the client's HR/Payroll system to provide a more complete
electronic record.

I-9 eXpress. Our I-9 eXpress service is designed to help clients alleviate the
difficulties involved with complying with the Immigration Reform and Control Act
of 1986, which requires employers to complete an I-9 Employment Eligibility
Verification form for all new employees and maintain these forms for a minimum
of three years after the date of hire. Using this service, an employer can
electronically generate and store I-9 forms and generate reports to monitor
compliance. We expect this service to be fully implemented by the end of the
first quarter of fiscal year 2007.

      UNEMPLOYMENT TAX MANAGEMENT

Our unemployment tax management segment operates under the names UC eXpress,
TALX Employer Services, Johnson and Associates, Jon-Jay Associates, and
Employers Unity, which we refer to collectively as "UC eXpress". We offer a
broad suite of services designed to reduce the cost of processing unemployment
claims by human resources departments and to better manage the tax rate that
employers are assessed for unemployment taxes. These services utilize optical
character recognition, document imaging, web, fax and interactive voice response
to speed the processing of unemployment claims, with the goal of resisting
unmeritorious or illegitimate claims for unemployment compensation that have
been filed with state agencies by separated employees. These services are aimed
at relieving human resources departments of the administrative burden of
managing unemployment claims. Following an employee separation, we respond on
behalf of our client to an unemployment claim filed by the separated employee.
This includes reviewing employment records to preserve the clients' rights as an
employer. If an unemployment hearing is required, these services include client
conferences with our hearing consultants/attorneys and, upon client request,
attendance at the hearing with the employer's representative. In addition, our
field-based account management team and hearing consultants bring state-specific
unemployment tax knowledge to the client.

We also offer comprehensive employer tax services that encompass five service
areas, including unemployment tax services, unemployment tax analysis,
employment tax research and recovery, tax registrations, and employment tax
consulting (withholding and unemployment). Clients who choose TALX for tax
services collaborate with our tax analysts to monitor the clients' unemployment
tax accounts, verify tax rates and contribution reports and identify voluntary
contribution opportunities.

      TAX CREDITS AND INCENTIVES

Our services in the tax credits and incentives segment include assisting
employers with federal, state and local tax credits. Examples of federal tax
credit services include integrating work opportunity, or "WOTC", and welfare to
work, or "WtW", tax credit processing into the current hiring process, as well
as processing all necessary forms to identify applicants and employees who are
potential qualifiers for hiring tax credits. Through various acquisitions, we
have expanded our existing tax credit services, including our capabilities to
process WOTC/WtW tax credits, as well as our ability to assist clients in
identifying and calculating certain other federal, state and local tax credits
and incentives, such as enterprise zone credits and job creation credits.

Under current legislation, the WOTC and WtW credits were available to employers
through December 31, 2005, and without further Congressional action to renew the
credits, these programs have lapsed and are no longer available to our clients.
We understand that Congress is currently considering the renewal of these
programs. In the event that the lapsing of any of these programs should become
permanent, we believe we would continue for approximately six months thereafter
to earn revenues from credits in effect as of December 31, 2005. Although these
programs have historically been renewed retroactively by Congress following
their lapsing in accordance with their terms, Congress may not similarly renew
such programs in the future. Moreover, if these programs lapse, any future
renewals may not be retroactive, which means that the value of these programs to
our clients could be reduced to such an extent that they no longer desire tax
credit and incentive services. Any non-renewal of these tax credit programs, the
renewal of such programs without retroactive effect, or other adverse change in
tax legislation could adversely affect our business and results of operations.

                                       6


      MAINTENANCE AND SUPPORT SERVICES RELATED TO OUR FORMER CUSTOMER PREMISES
      SYSTEMS BUSINESS

We previously offered our products and services exclusively through licensed
software specifically developed for each client, and installed these systems at
the client's site. In 2000 we discontinued sales to new clients. Currently, we
provide system enhancements to existing clients and client support 7-days per
week, 24-hours per day, through a toll-free hotline, email and our website. We
sold these systems under licenses and generate additional revenues by providing
ongoing maintenance and support. During 2003, we notified our maintenance
clients of our intention to discontinue all support services effective June
2005. As a result of requests from a number of clients, we have agreed to extend
these support services until December 31, 2006.

      EMPLOYEE ASSESSMENTS AND TALENT MANAGEMENT

On April 6, 2006, we acquired Performance Assessment Network, Inc., or "PAN", a
provider of secure, electronic-based psychometric testing and assessments, as
well as comprehensive talent management services. These services can be sold
together or as separate solutions.

As part of its testing and assessment services, PAN does not generate its own
tests and assessments. Instead, it presents a broad variety of third-party
offerings, providing one-stop shopping for its clients. PAN's service provides
access to more than 650 assessments on a flexible platform and a network of
thousands of testing stations. PAN's experienced psychologists consult with
clients to help them determine the most appropriate assessments for aptitudes
and competencies that best fit their open positions.

PAN also provides a broad range of talent management services that can be mapped
to the client's current hiring process. With PAN services, clients can
electronically deliver the assessments to applicants and arrange the
administering or proctoring of the assessments at pre-qualified testing centers.
Using an online dashboard, clients can manage open positions and direct active
applicants through the entire assessment and selection process, including
external tests such as a drug test. The talent management dashboard can be sold
independently of the test and assessment services.

One client, the Transportation Security Administration ("TSA"), through a
subcontract with CPS Human Resource Services, represented approximately 75% of
PAN's revenues in fiscal year 2006. In fiscal 2005, PAN derived approximately
93% of its revenues from this relationship.

Selected financial data regarding our business segments for fiscal years 2004,
2005, and 2006 is set forth in Note 17 of Notes to Consolidated Financial
Statements contained in "Item 8 - Financial Statements and Supplementary Data."
For additional information, see "Item 7 - Management's Discussion and Analysis
of Financial Condition and Results of Operations - Overview."

SALES AND MARKETING

We employ a direct sales force and also utilize strategic marketing alliances.
We use our direct sales force and strategic alliances to develop relationships
with large employers, typically those having over 3,500 employees. We also
recently established a separate in-house sales team focusing on prospects with
less than 3,500 employees. In addition, we use our strategic alliances to help
us identify potential clients among small and mid-sized employers, typically
those with less than 3,500 employees. We also utilize a direct sales force to
market the use of The Work Number database to verifiers such as lenders and
credit issuers.

      DIRECT SALES FORCE

Our sales, service and marketing effort relies on a team approach consisting of
approximately 260 professionals in 41 U.S. cities, including regional sales vice
presidents, regional sales directors, regional client relationship directors,
regional sales managers, business development representatives, client
relationship managers, account managers, product managers, product consultants
and marketing personnel. Our business development representatives qualify
companies as viable potential clients and establish appointments for our
regional sales managers. Our regional sales directors and regional sales
managers are responsible for presenting our service offerings to prospective
clients and negotiating for the sale of our services. Our product managers
oversee product direction and provide sales assistance. Our regional client
relationship directors, client relationship managers and account managers
service existing clients. Product consultants provide technical assistance to
regional sales managers and prospective clients during the sales process. Our
marketing personnel develop market strategies and support the sales force at all
levels.

                                       7


Additionally we have a team of professionals that manage our alliance
relationships. This team includes sales managers responsible for generating
sales through the development and management of existing alliance relationships.

Finally, we have a team dedicated to marketing the use of The Work Number
database to verifiers such as lenders and credit issuers. This team identifies
potential new verifiers and uses of the database, as well as takes steps to
promote increased utilization of the database by current verifiers.

      STRATEGIC MARKETING ALLIANCES

We have established alliances with leading providers of related payroll and
human resources outsourcing services with the goal of building the database of
records for The Work Number and extending our services relating to employees of
both large and mid-sized employers. These alliances include:

      -     Hewitt Associates LLC: Hewitt Associates is a global management
            consulting firm specializing in human resource services that has
            agreed to make The Work Number available to its clients. For
            example, The Work Number is directly accessible by employees of
            Hewitt's clients through an employee portal that incorporates a
            seamless link to our website for The Work Number. In exchange, we
            have agreed, among other things, to share revenue with Hewitt
            resulting from its referrals.

      -     Ceridian Corporation: Ceridian is a global human resources and
            payroll outsourcing company that has agreed to make The Work Number
            and selected tax management services available to its clients in
            exchange for discounted prices for tax management services and a
            share of the revenue generated by client records on The Work Number.

These and other strategic marketing alliances, such as ExcellerateHRO (a joint
venture of EDS and Towers Perrin), Convergys Corporation, ACS, Checkpoint HR,
and AON, are generally governed by non-exclusive contractual arrangements that
remain in effect for specified periods. The success of these alliances generally
will depend on the interest and commitment of these companies in promoting and
coordinating product development and marketing efforts with us, which is
entirely at their discretion. Some of these companies maintain similar
relationships with some of our competitors and compete directly with us in
certain applications.

COMPETITION

We believe the principal competitive factors in our markets include:

      -     service and product features, quality, security and performance;

      -     breadth of service offerings;

      -     functionality and ease of use;

      -     company reputation for integrity and confidentiality;

      -     company financial strength; and

      -     cost of the service or product.

We have a number of competitors for our various services. Below is a summary of
the more significant competitors:

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TALX Service                     Competitors
- -------------------------------  -----------------------------------------------
                              
The Work Number Employment         -  Large employers and outsourcers who manage
Verification Services                 this function through a call center; and

                                   -  A few large employers who have established
                                      internal systems to automate employment
                                      verification.

Complementary Work Number          -  Payroll processors such as Automatic Data
Services                              Processing, Inc. (ADP), Paychex, Inc. and
                                      Ceridian Corporation.  We believe that
                                      these payroll processors are generally
                                      focused on the small- to mid-sized market.

Unemployment Tax Management        -  Large employers who manage this function
Services                              internally.

                                   -  ADP and a number of  smaller regional
                                      firms that offer unemployment tax
                                      management services.

Tax Credits and Incentives         -  ADP, First Advantage, and a number of
                                      smaller regional firms that offer tax
                                      credit and incentive services.

                                   -  Employers who manage this function
                                      internally.

Employee Assessments and Talent    -  Assessment service providers that offer
Management                            proprietary content, usually in a very
                                      limited quantity, include Previsor, Inc.,
                                      Development Dimensions International (DDI)
                                      and Brainbench, Inc.

                                   -  Human resources consulting firms that
                                      generally offer a wide range of services
                                      may include customized assessments such as
                                      AON Corporation, Watson Wyatt Worldwide,
                                      Inc. and Right Management Consulting (a
                                      subsidiary of Manpower, Inc.).

                                   -  Assessment or test publishers that have
                                      their proprietary delivery platforms, such
                                      as Devine Group, Inc., Hogan Assessments
                                      Systems, Inc. and SHL Group plc.


We believe that we compete favorably in the key competitive factors that affect
our markets for The Work Number services, our unemployment tax management
services, our tax credit and incentives services, and our employee assessment
and talent management services. However, our markets are still evolving, and we
may not be able to compete successfully against current or future competitors.
Many of our existing and potential competitors have significantly greater
financial, marketing, technical and other resources than we do. In addition,
many of our competitors have well-established relationships with our current and
potential clients and extensive knowledge of our markets. It is possible that
new competitors or alliances among competitors will emerge and rapidly acquire
market share. Moreover, our competitors may consolidate with each other, or with
other companies, giving them even greater capabilities with which to compete
against us.

TECHNOLOGY AND PRODUCT DEVELOPMENT

Our business is based on databases we construct and applications we build or
acquire to access and deliver data. Our services are run on industry standard
databases from Oracle, Microsoft and IBM and internally developed applications.
We use a combination of Microsoft technologies for the creation, deployment and
operation of our applications, along with technologies from a number of other
companies. A few of our applications utilize a proprietary integrated visual
development environment and software system known as TALXWare. We also license
and integrate complementary technologies into our products including speech
recognition, text-to-speech, image classification, and facsimile. We license
these technologies from third-party suppliers pursuant to non-exclusive license
or resale agreements or purchase the technologies under open market arrangements
and then integrate them into our products. Some of the PAN products license
intellectual property, for varying terms, in the form of various tests which are
then implemented on or integrated with the PAN platform.

We have directed our development efforts toward enhancing and developing new
offerings for The Work Number services and tax management services. The most
recent enhancements include:

      -     extending the features and capabilities of The Work Number database,
            through new verification types;

      -     W-2 eXpress, through expanded self-service capabilities;

      -     ePayroll paystub/direct deposit services, through the addition of
            electronic W-4 management;

      -     the addition of the I-9 eXpress service;

      -     the addition of new integrated and batch interfaces and the
            expansion of social services data;

                                       9


      -     HireXpress, through the expansion of the automated onboarding
            process;

      -     FasTime services, through the expansion of its automated
            paid-time-off management capabilities; and

      -     enhancing and consolidating our unemployment tax in-house claims
            processing systems.

Additionally, PAN's efforts have been focused on adding more test offerings and
introduction of Vital Information for Talent Assessment, or "VITA," its
automated talent management platform.

We incurred total product development costs of $6.3 million, $8.1 million and
$9.0 million in fiscal years 2004, 2005 and 2006, respectively. As of March 31,
2006, our total product development staff consisted of approximately 80
full-time employees. After the acquisition of PAN, our total product development
staff consisted of approximately 90 full-time employees. We believe that
significant investments in product development are required to remain
competitive.

PROPRIETARY RIGHTS

Our success and ability to compete is dependent in part upon our ability to
protect and maintain our proprietary rights to our intellectual property. We
regard our trademarks and our other intellectual property as having significant
value and as being important factors in the development and marketing of our
products.

We currently rely on a combination of trademark, trade secret and copyright laws
and restrictions on disclosure to establish and protect our intellectual
property. We have obtained a trademark registration for the name TALX and a
trademark registration for The Work Number for Everyone, The Work Number,
FasTime, UC eXpress, W-2 eXpress, Advanced HR Solutions, Performance Assessment
Network, PAN, and Vital Information for Talent Assessment with the United States
Patent and Trademark Office. Additionally, TALXWare is our trademark, and I-9
eXpress, HireXpress and FasCast are our service marks. We also rely on certain
patents in our employee assessment and talent management services.

We generally enter into confidentiality agreements with our officers, employees
and consultants. We also generally limit access to and distribution of our
source code, access to our databases, and the disclosure and use of other
proprietary information. However, these measures provide only limited protection
of our intellectual property rights. In addition, we may not have signed
agreements containing adequate protective provisions in every case, and the
contractual provisions that are in place may not provide us with adequate
protection in all circumstances.

Despite our efforts to protect our proprietary rights, unauthorized parties may
attempt to copy or otherwise obtain or use technology that we regard as
proprietary. We cannot assure you that the steps taken by us to protect our
proprietary rights will be adequate to prevent misappropriation of our
technology or that our competitors will not independently develop techniques
that are similar or superior to our technology. Any failure to adequately
protect our proprietary rights could result in our competitors offering similar
products, potentially resulting in loss of competitive advantage and decreased
revenues. In addition, litigation may be necessary to enforce our intellectual
property rights or to determine the validity and scope of the proprietary rights
of others. Litigation of this type could result in substantial costs and
diversion of resources and could significantly harm our business.

Third-parties have asserted in the past and, from time to time, may assert in
the future, patent, copyright, trademark and other intellectual property rights
to technologies that are important to our business. We have entered into a
license agreement to use various interactive voice response and computer
telephony integration technologies under which we made an initial payment and
will pay future royalties. We have not conducted an exhaustive search to
determine whether the technology included in our products infringes or
misappropriates intellectual property held by other third-parties. In addition,
because patent applications in the United States are not publicly disclosed
until the patent is issued, applications may have been filed which could relate
to our products. Any claims asserting that our systems infringe or may infringe
proprietary rights of third-parties, if determined adversely to us, could
significantly harm our business.

CLIENTS

As of March 31, 2006, The Work Number database contained employee records from
over 1,500 clients, representing approximately 129.0 million present and former
employees. Additionally, as of that date, we had contracts with new clients to
provide 7.3 million records of present and former employees in backlog. These
clients typically employ over 1,000 employees. Our clients are large and
mid-size organizations, including more than three-fourths of the Fortune 500
companies in a wide variety of industries, as well as a number of government
agencies. As of March 31, 2006, our tax management business had over 9,000
clients of various sizes and operated in a broad range of industries. No client
accounted for more than 10% of total revenues in any of fiscal years 2004, 2005
or 2006.

                                       10


On April 6, 2006, we acquired PAN, a provider of secure, electronic-based
psychometric testing and assessments, as well as comprehensive talent management
services. PAN has more than 1,500 clients including individual job candidates,
Global 2000 and mid-market companies, and government organizations. One client
of PAN, the TSA, through a subcontract with CPS Human Resource Services,
represented approximately 75% of PAN's revenues in fiscal year 2006. In fiscal
2005, PAN derived approximately 93% of its revenues from this relationship. For
more information, see "Item 1A. Risk Factors - PAN derives a substantial portion
of its revenues from the Federal government, which subjects us to special risks
associated with government contracts and subcontracts."

EMPLOYEES

As of March 31, 2006, we employed approximately 1,751 full-time and 76 part-time
employees. As of April 30, 2006, after the acquisition of PAN, we employed
approximately 1,819 full-time and 70 part-time employees.

We have never had a work stoppage, and no employees are represented by a labor
organization. We consider our employee relations to be good.

ITEM 1A. RISK FACTORS

You should carefully consider the following factors and other information in
this Form 10-K in evaluating our company:

      OUR REVENUES FROM THE WORK NUMBER MAY FLUCTUATE IN RESPONSE TO CERTAIN
      ECONOMIC CONDITIONS SUCH AS INTEREST RATES AND EMPLOYMENT TRENDS.

A significant portion of our revenues from The Work Number depends on
residential mortgage-related and employment-related activity. We charge a fee
for each request from lenders, pre-employment screeners, credit issuers, social
services agencies, and other verifiers to verify employment and income
information. Therefore, a decrease in activity within either of these segments
would reduce our overall number of transactions per record in the database. This
reduction in transactions, whether due to increases in interest rates or
otherwise, could cause our revenues and profitability to be harmed. As an
example, during a portion of fiscal year 2004, revenues for The Work Number
services were adversely affected by a slowdown in the refinancing segment of the
mortgage loan market.

      AS WE PERFORM LARGE-SCALE PROCESSING OF VERIFICATIONS, THERE IS AN
      INCREASED RISK OF BREACH OF CONFIDENTIALITY OR INAPPROPRIATE USE OF DATA,
      WHICH MAY RESULT IN DAMAGE CLAIMS AND LOSS OF CUSTOMERS.

As we seek to increase the use of The Work Number database by verifiers with
frequent need of verification, we plan to use new methods for performing the
verifications and new types of verifications. These verifiers include large
mortgage lenders, pre-employment screeners, credit issuers, social service
agencies, or other volume verifiers. These volume verifiers can obtain
verifications in large volume or "batch" transactions using different means and
requiring less proof of authorization than smaller verifiers. These volume
verifiers generally enter into contracts by which they agree that they will not
use the income verification service unless they have been authorized by the
employee to do so, or have legal authority to obtain the information. Many of
the industries that utilize The Work Number for large scale processing of
verifications have high turnover which may lead to the verifier failing to
terminate access privileges to The Work Number in a timely manner. We have the
ability to conduct regular audits of these volume verifiers to ensure compliance
with documentation requirements. However, there is a risk that the verifier may
not have the requisite authority, and that there may be claims for breach of
privacy or confidentiality against us, claims for damages by employees and
employers and resulting loss of employer relationships, which could
significantly harm our results of operations.

      IF WE ARE UNABLE TO MAINTAIN THE ACCURACY, PRIVACY AND CONFIDENTIALITY OF
      EMPLOYEE INFORMATION IN THE WORK NUMBER AND OUR OTHER DATABASES, WE MAY
      FACE SIGNIFICANT CLAIMS AND OUR REPUTATION COULD BE HARMED.

The Work Number services depend on the accuracy of highly confidential
employment and income history and other information, including social security
numbers, which employers provide to us and which we convert for use in The Work
Number and our other services. Although we have a number of protective measures
in place, any inaccuracies in such information - whether in the recording of
such information, the unauthorized access to information, or otherwise - or our
inability to keep such information confidential, may give rise to claims against
us and adversely affect our reputation or market acceptance of The Work Number
and our other services. While we continue to test our data security processes
for

                                       11


weaknesses, we cannot assure you that we will not experience a breach in our
data security, which could result in such claims. Our financial condition,
results of operations and reputation may be significantly harmed if any asserted
claims were ultimately decided against us.

      OUR FUTURE GROWTH IS SUBSTANTIALLY DEPENDENT ON OUR ABILITY TO INCREASE
      THE SIZE AND RANGE OF APPLICATIONS FOR THE WORK NUMBER DATABASE.

In order to successfully grow our business, we will have to make The Work Number
and related business process outsourcing services increasingly attractive to a
greater number of large organizations, their employees and verifiers. To achieve
this goal, we believe that we will need to increase the number of employee
records contained in The Work Number database, the amount and type of
information contained in those records and the number of services that make use
of those records. Our strategy for increasing the size of The Work Number
database is based in part on strategic alliances with several providers of
payroll and human resources outsourcing services. Our success will depend on the
interest and commitment of these providers, which is entirely at their
discretion. Some of these companies compete with us in certain service areas.
Our strategy is also based in part on strategic acquisitions of businesses with
databases of employee information. If we are unable to attract and retain a
sufficient number of employer clients, if we cannot persuade them to include a
greater amount of information in the employee records they provide us, or if we
fail to develop additional applications to use this information, we may not
achieve our growth objectives.

      INTERRUPTIONS TO OUR COMPUTER NETWORK OR TELEPHONE OPERATIONS COULD
      SIGNIFICANTLY HARM OUR REVENUES AND INDUSTRY REPUTATION.

Significant portions of our operations depend on our ability to protect our
computer equipment and the information stored in our data processing centers
against damage from fire, power loss, telecommunications failures, unauthorized
intrusion and other events. We have data processing centers located in St.
Louis, Missouri; Columbus, Ohio; Carmel, Indiana; Plano, Texas; and Ontario,
Canada, which areas have historically been vulnerable to natural disasters and
other risks, such as floods, earthquakes and tornadoes. We back up software and
related data files regularly and store the back-up files off-site at a nearby
secure facility. A portion of the data is also replicated to a secondary
facility for high availability. We cannot assure you that these measures will
eliminate the risk of extended interruption of our operations. We also rely on
voice and data carriers to provide connectivity for our customers to gain
telephone access, internet access and corporate intranet access to our services.
In addition, we rely on these same providers to provide the wide area network
necessary to connect our facilities across the United States to our data
processing centers. We have not established an alternative disaster recovery
facility, which would serve to protect us from losses of employee record
information due to damage to our data storage facilities. Any damage or failure
that interrupts our operations or destroys some or all of our database of
employee records could have a material adverse effect on our revenues,
profitability and industry reputation.

      IF A COURT OR REGULATOR CONCLUDES THAT THE FAIR CREDIT REPORTING ACT OR
      SIMILAR LAW APPLIES TO THE WORK NUMBER SERVICES, OUR BUSINESS AND
      PROFITABILITY COULD BE SIGNIFICANTLY HARMED.

The Fair Credit Reporting Act, which we refer to as the FCRA, applies to
"consumer reporting agencies" that engage in the practice of "assembling or
evaluating" certain information relating to consumers. While we have
historically taken the position that the FCRA does not apply to The Work Number
services, the statutory language is subject to varying interpretation, and we
are not aware of controlling legal authority to support our position. Recent
public concerns relating to, among other things, data integrity, privacy and
identity theft issues may increase the risk of action by consumers through
litigation or by the Federal Trade Commission, or the "FTC," or state regulatory
authorities, which enforce the FCRA or similar laws. If a court, the FTC, or a
state regulatory authority were to determine that the FCRA or other similar law
does apply, we could be subject to claims for substantial damages, penalties and
attorneys' fees and may experience negative publicity and reputational harm.
Additionally, compliance with the FCRA would result in some changes in the
manner in which we deliver The Work Number services. As a result, while it is
difficult to estimate the ultimate impact on us if a court or regulator
concludes that the FCRA or similar law applies to us, our business, operations,
results of operations and financial condition could be significantly harmed.

      THE MARKET FOR THE WORK NUMBER DEPENDS IN PART ON THE REQUIREMENTS
      ESTABLISHED BY PURCHASERS IN THE SECONDARY MORTGAGE MARKET, AND OUR
      REVENUES AND PROFITABILITY WOULD BE SIGNIFICANTLY HARMED IF THESE
      REQUIREMENTS WERE RELAXED OR ELIMINATED.

                                       12


We believe that residential mortgage lenders are among the most active users of
The Work Number. They utilize our services to verify employment, income and
related information. The demand for this verification is driven in part by the
requirements of the Federal National Mortgage Association, which is also known
as Fannie Mae, and the Federal Home Loan Mortgage Corporation, which is also
known as Freddie Mac, the leading purchasers of residential mortgages in the
United States. These agencies currently require specific information, including
independent verification of employment and income data for the past two calendar
years and a current payroll period in connection with certain mortgages they
purchase. Accordingly, most lenders seek this information from mortgage
applicants. If Fannie Mae or Freddie Mac were to reduce the requirement for
employment and income data or eliminate the requirement for independent
verification thereof, our revenues and profitability would be significantly
harmed.

      PRIVACY LEGISLATION OR INTERPRETATIONS OF EXISTING LAWS COULD RESTRICT OUR
      BUSINESS.

Personal privacy has become a significant issue in the United States. Some
commentators, privacy advocates and government bodies have recommended
limitations on, or taken actions to limit, the use of personal information by
those collecting this information. For example, the Gramm-Leach-Bliley Act
contains provisions protecting the privacy of consumer non-public personal
information collected by financial institutions. Additionally, federal privacy
regulations issued by the Department of Health and Human Services pursuant to
the Health Insurance Portability and Accountability Act of 1996, or "HIPAA,"
restrict the use and disclosure of individually identifiable health information.
In addition, the states are taking greater interest in privacy rights on behalf
of their residents, and a number of states have enacted privacy legislation.
These privacy regulations could impose additional costs and could limit our use
and disclosure of such information. Some states have also enacted consumer and
health information privacy protection laws.

If new statutes or regulations were adopted that restricted our business, or
existing statutes or regulations were deemed to apply to us, we may be required
to change our activities and revise or eliminate our services, which could
significantly harm our revenues and operations.

      CHANGES IN ECONOMIC CONDITIONS COULD LIMIT UNEMPLOYMENT COMPENSATION
      CLAIMS, CAUSING EMPLOYERS TO QUESTION THE VALUE OF UNEMPLOYMENT
      COMPENSATION MANAGEMENT AND LIMITING OPPORTUNITIES FOR TAX PLANNING.

A difficult economic environment and consequent staff reductions could result in
an increase in unemployment compensation claims. Conversely, as economic
conditions improve, and claims decrease, employers may question the value of our
unemployment compensation management and unemployment compensation tax planning
services. As a result of the difficult economic environment in recent years,
states with significant budget challenges may take legislative or regulatory
steps to reduce unemployment benefits, change the way benefit charges impact
employers' accounts or close tax-planning opportunities, which could reduce the
opportunities for service to employers. In such situations, our revenues could
be harmed. For example, during fiscal year 2005, changes in economic conditions
contributed to claims activity being less than we expected. As a result, we
experienced lower revenue levels in our unemployment cost management services
business during fiscal year 2005.

      CHANGES IN TAX LAW, INCLUDING THE WORK OPPORTUNITY, OR "WOTC," AND WELFARE
      TO WORK, OR "WTW," TAX CREDITS, COULD ADVERSELY IMPACT OUR BUSINESS AND
      RESULTS OF OPERATIONS.

Certain of our revenues and profits from continuing operations are derived from
our tax services businesses. At any time, the tax laws or the administrative
interpretations of those laws may be amended. Any of those new laws or
interpretations could adversely affect us. For example, the WOTC and WtW tax
credits expired on January 1, 2006. Accordingly, these tax credits are no longer
available to our clients. Federal legislation, however, has been introduced that
would combine the WOTC and the WtW tax credits and extend the combined credit
for one year. The proposal would be effective for wages paid or incurred by
employers hiring qualified individuals who begin work for an employer after
December 31, 2005 and before January 1, 2007. While Congress historically has
renewed retroactively these credits following their expiration, we cannot assure
you that Congress will renew such credits in the future. Any non-renewal of
these tax credits, renewal of such credits without retroactive effect, or other
adverse changes in tax legislation, could adversely affect our business and
results of operations.

If new statutes or regulations were adopted that restricted our business or the
ability of others to provide us with payroll and human resources information, or
existing statutes or regulations were deemed to apply to us or such third
parties, we may be required to change our activities and revise or eliminate our
services, which could significantly harm our revenues and operations.

                                       13


      OUR FUTURE PERFORMANCE WILL BE DEPENDENT ON SUCCESSFUL INTEGRATION OF
      ACQUISITIONS.

We expect a portion of our growth to come from business acquisitions which we
recently consummated or which we may consummate in the future. Such acquisitions
involve certain operational, legal and financial risks. Operational risks
include the possibility that an acquisition does not ultimately provide the
benefits originally anticipated by our management, while we continue to incur
operating expenses to provide the services formerly provided by the acquired
company. Legal risks involve contract and regulatory issues. For example, some
employers may not consent to the transfer of ownership of their contracts by
which the services are provided, and some states' unemployment insurance
agencies may require changes to powers of attorney by which the employer
authorizes representation in employment matters. In the event of any loss of
employer-customers or our inability to appear before state unemployment
insurance agencies, our business and results of operations may be materially
adversely affected. Financial risks involve the incurrence of indebtedness as a
result of the acquisitions and the consequent need to service that indebtedness.
In addition, in the event we were to issue stock in connection with any
acquisitions, we would dilute the voting power and could dilute the economic
interests of existing shareholders. In carrying out our acquisition strategy, we
attempt to minimize the risk of unexpected liabilities and contingencies
associated with acquired businesses through planning, investigation and
negotiation, but there can be no assurance that we will be successful in
identifying attractive acquisition candidates or completing additional
acquisitions on favorable terms.

      PAN DERIVES A SUBSTANTIAL PORTION OF ITS REVENUES FROM THE FEDERAL
      GOVERNMENT, WHICH SUBJECTS US TO SPECIAL RISKS ASSOCIATED WITH GOVERNMENT
      CONTRACTS AND SUBCONTRACTS.

TALX and PAN have a number of prime and sub-contracts with the Federal
government, which we refer to collectively as "government contracts". For
example, one client, the Transportation Security Administration, or "TSA",
represented approximately 75% of PAN's revenues in fiscal year 2006. In fiscal
2005, PAN derived approximately 93% of its revenues from this relationship.
Following our acquisition of PAN in April 2006, we have increased exposure to
special risks that result from doing business with the United States Federal
government and some of its agencies, including acquisition integration risks.
Termination of these arrangements, or material deterioration in PAN'S relations
with the government, would have an adverse affect on our business, financial
condition and results of operations.

Among the factors that could materially adversely affect our government
contracting business are:

      -     budgetary constraints affecting Federal government spending
            generally, or specific departments or agencies in particular, and
            changes in fiscal policies or available funding;

      -     changes in U.S. Federal government programs or requirements;

      -     the adoption of new laws or regulations;

      -     delays in the payment of our invoices by government payment offices
            and, where PAN is a subcontractor, as in the case with our TSA
            contract, possible resulting delays in payments by the prime
            contractors that are its customers; and

      -     where PAN is a subcontractor, dependence on the performance by and
            actions of the prime contractor.

In addition to these appropriations, economic and political factors, which we
cannot control, Federal government agencies have special rights to reduce their
purchases under contracts, to audit and review performance, to terminate
contracts or not to extend contracts, any of which could have an adverse affect
on our financial condition and operating results. Failure to comply with
technical requirements or procurement-related laws and regulations could subject
us to penalties or liabilities, or result in termination of the government
contracts or a deterioration in the relationship. For example in the case of the
TSA, PAN has specified qualification standards and key personnel provisions that
we must satisfy. If we are acting as a subcontractor, we may be liable to the
prime contractor for costs they are unable to recover or damages they incur as a
consequence of any improperly allocated costs by us or our failure to make a
required disclosure during negotiations. If a government audit or other review
or investigation uncovers improper or illegal activities, we may be subject to
civil and criminal penalties and administrative sanctions, including termination
of contracts, forfeitures of profits, suspension of payments, fines, and
suspension or debarment from doing business with the Federal government either
as a prime contractor or as a subcontractor. In addition, we could suffer
serious harm to our reputation if allegations of impropriety were made against
us. Any of the foregoing could have a material adverse affect on our business,
financial results or results of operations.

                                       14


      IF THE SUTA DUMPING PREVENTION ACT OF 2004 APPLIES TO OUR TAX PLANNING
      SERVICES, OUR BUSINESS AND REVENUES COULD BE HARMED.

On August 9, 2004 the President signed the "SUTA Dumping Prevention Act of
2004." In the past, some employers found ways to manipulate state experience
rating systems so that these employers paid lower state employment compensation
taxes than their unemployment experience alone would have otherwise allowed.
This practice is referred to as "SUTA dumping." "SUTA" refers to state
unemployment tax acts, but has also been referred to as "state unemployment tax
avoidance." Most frequently these avoidance tactics involved mergers,
acquisitions or corporate restructurings, the legality of which depended upon
state laws. The SUTA Dumping Prevention Act of 2004 established a nationwide
minimum standard to curb SUTA dumping. The law also established penalties for
employers and their advisors who knowingly violate those state law provisions.

Our tax management services include advising clients with respect to
unemployment compensation taxes. We fully support the measures enacted in the
SUTA dumping legislation, and we believe the advice we have given since the
enactment of this legislation does not include advice to clients to take any
action which would be prohibited under the legislation. However, there can be no
assurance that we have not and will not provide advice to clients or that our
clients have not taken or will not take action which runs afoul of the SUTA
Dumping Prevention Act of 2004. We could be subject to "meaningful civil and
criminal penalties," as the statute provides, for violations of the law. We
could also be subject to negative publicity, harm to our reputation, and
strained relationships with state agencies which are important to our business
if we were accused of advising clients to take actions in violation of the SUTA
dumping guidelines, or if clients took such actions at a time when we were
providing advice on unemployment compensation taxes.

      OUR QUARTERLY AND ANNUAL OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY,
      WHICH COULD CAUSE OUR STOCK PRICE TO DECLINE SIGNIFICANTLY.

Our revenues, margins and results from operations have fluctuated in the past,
and may continue to fluctuate in the future due to a number of factors.

For The Work Number services, these factors include residential mortgage
activity and interest rate levels. Revenues generated from our W-2 eXpress
service are affected by seasonality, as revenues are primarily earned in our
fourth fiscal quarter. The non-renewal of certain tax credit programs, such as
WOTC or WtW, the renewal of such programs without retroactive effect, or other
adverse changes in tax legislation would cause fluctuations in our tax credit
and incentive services business. For all of our service offerings, other factors
that can cause our operating results to fluctuate include:

      -     new product introductions or announcements by us or our competitors;

      -     market acceptance of new services;

      -     pricing pressure;

      -     the hiring and training of additional staff;

      -     the length of the sales cycle; and

      -     general economic conditions.

We cannot assure you that we will be able to sustain our level of total revenues
or our historical rate of revenue growth on a quarterly or annual basis. It is
likely that, in some future quarters, our operating results will fall below our
targets and the expectations of stock market analysts and investors. In such
event, the price of our common stock could decline significantly.

      IF WE ARE UNABLE TO SUCCESSFULLY INTRODUCE NEW BUSINESS PROCESS
      OUTSOURCING SERVICES AND ENHANCED FUNCTIONALITY TO KEEP PACE WITH RAPID
      TECHNOLOGICAL CHANGES THAT CHARACTERIZE OUR MARKETS, OUR RESULTS OF
      OPERATIONS WOULD BE SIGNIFICANTLY HARMED.

The business process outsourcing industry is characterized by rapidly changing
technology, and our future success will depend upon our ability to keep pace
with technological developments. In particular, the market for self-service
applications through the web and corporate intranets using browser software is
rapidly evolving.

To remain competitive, we must continually change and improve our services in
response to changes in operating systems, application software, computer and
telephony hardware, communications, database and networking systems, programming
tools and computer language technology. Additionally, we must also introduce new
business process outsourcing services and add functionality to existing services
in response to changing market conditions and client demand.

                                       15


The development of new, technologically advanced services is a complex and
uncertain process requiring high levels of innovation and highly skilled
engineering and development personnel, as well as the accurate anticipation of
technology and market trends.

If we are unable, for technical or other reasons, to develop and market new
business process outsourcing services or enhancements to existing services in a
timely and cost-effective manner, or if new business process outsourcing
services do not achieve market acceptance, we could lose revenues and our
competitive position could suffer.

      WE DEPEND ON THIRD-PARTY SOFTWARE, HARDWARE, AND SERVICE, WHICH EXPOSES US
      TO DISRUPTION IF THOSE PRODUCTS OR SERVICES ARE NO LONGER OFFERED,
      SUPPORTED OR DEVELOP DEFECTS.

Our services involve integration with operating systems and products developed
by others and services provided by others. If any third-party software, hardware
or service, such as Microsoft Windows server products, Microsoft database
software and development tools, Oracle database software, Sun Solaris, IBM
(Informix) database software, Intel Media processing hardware, Sybase Power
Builder development tools, and testing products provided by third parties and
utilized by PAN, become unavailable for any reason, fail to integrate with our
products or fail to be supported by their respective vendors or to operate
properly, we would have to redesign our products or, in the case of PAN, attempt
to locate replacement testing products. We cannot assure you that we could
accomplish any redesign or obtain any replacements in a cost-effective or timely
manner. Further, if third-parties release new versions of these systems or
products before we develop products compatible with such new releases, demand
for our services and products might decline, thereby harming our revenues and
profitability.

We believe that if any supplier agreement expires or is canceled or otherwise
terminated, or if a third-party supplier refuses to sell to us, in most cases,
we could locate one or more alternate suppliers. In some instances it may be
either impossible or impractical to find an alternate source for certain
products. It would require a significant amount of time to integrate the
relevant technology from the new supplier, which would result in a significant
delay in our ability to offer the particular enhancement. We could also
experience difficulties integrating the new supplier's technology with our
services. We cannot assure you we could accomplish any such integration in a
cost-effective manner. Significant delays in the offering of service
enhancements due to integration of technology from new suppliers could
significantly harm our revenues and profitability.

      OUR SERVICES MAY CONTAIN DEFECTS OR LACK ADEQUATE SECURITY WHICH MAY CAUSE
      US TO INCUR SIGNIFICANT COSTS, DIVERT OUR ATTENTION FROM PRODUCT
      DEVELOPMENT EFFORTS AND RESULT IN A LOSS OF CUSTOMERS.

As a result of their complexity, business process outsourcing services and
hardware and software products may contain undetected errors or failures when
first introduced or as new versions are released. We cannot assure you that,
despite testing by us and our clients, errors will not occur in services and
systems after implementation. The occurrence of such errors could result in
potential security issues, delivery of incorrect results which could harm an
employee, employer, verifier, or other users of our services, or loss or delay
in market acceptance of our services, which could significantly harm our
revenues and our reputation.

Web or other users could access without authorization or otherwise disrupt our
web and corporate intranet services. Such unauthorized access and other
disruptions could jeopardize the security of information stored in and
transmitted through the computer systems of our clients, which could result in
significant liability to us, could cause the loss of existing clients and could
discourage potential new clients.

      THE LOSS OF KEY MANAGEMENT WOULD ADVERSELY AFFECT OUR BUSINESS.

Our success depends in large part upon the retention of key management,
especially William W. Canfield, the Chairman of our Board of Directors and our
President and Chief Executive Officer, who has served in that capacity for more
than 15 years. We would likely undergo a difficult transition period if we were
to lose the services of our key management, including Mr. Canfield, which would
materially and adversely affect our business and prospects.

      BECAUSE OF INTENSE COMPETITION FOR TRAINED PERSONNEL, WE MAY NOT BE ABLE
      TO RECRUIT OR RETAIN NECESSARY PERSONNEL ON A COST-EFFECTIVE BASIS.

Our success depends in large part upon our ability to identify, hire, retain and
motivate highly-skilled employees. Competition for highly-skilled employees in
our industry is intense. In addition, employees may leave our company and
subsequently compete against us. Our failure to attract and retain these
qualified employees could significantly harm our ability to develop

                                       16


new services and maintain customer relationships.

Moreover, companies in our industry whose employees accept positions with
competitors frequently claim that those competitors have engaged in unfair
hiring practices. We may be subject to such claims as we seek to retain or hire
qualified personnel, some of whom may currently be working for our competitors.
Some of these claims may result in material litigation. We could incur
substantial costs in defending ourselves against these claims, regardless of
their merits. Such claims could also discourage potential employees who
currently work for our competitors from joining us.

      CLAIMS THAT WE INFRINGE THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS COULD
      RESULT IN SIGNIFICANT EXPENSES OR RESTRICTIONS ON OUR ABILITY TO SELL OUR
      SERVICES.

Other parties have asserted in the past, and may assert in the future, patent,
copyright, trademark and other intellectual property rights to technologies that
are important to our business. For example, we have entered into a license to
use various interactive voice response and computer telephony technologies that
required us to make an initial payment and to pay future royalties. Further, we
have not conducted an exhaustive search to determine whether the technology we
have in our services infringes or misappropriates intellectual property held by
other third parties. We cannot provide assurance that others will not claim that
we are infringing their intellectual property rights or that we do not in fact
infringe those intellectual property rights.

Any claims asserting that our services infringe or may infringe proprietary
rights of third-parties, if determined adversely to us, could significantly harm
our results of operations. Any claims, with or without merit, could:

      -     be time-consuming;

      -     result in costly litigation;

      -     divert the efforts of our technical and management personnel;

      -     require us to develop alternative technology, thereby resulting in
            delays and the loss or deferral of revenues;

      -     require us to cease marketing business process outsourcing services
            containing the infringing intellectual property;

      -     require us to pay substantial damage awards;

      -     damage our reputation; or

      -     require us to enter into royalty or licensing agreements which may
            not be available on acceptable terms, if at all.

In the event a claim against us were successful and we could not obtain a
license to the relevant technology on acceptable terms or license a substitute
technology or redesign our services to avoid infringement, our revenues, results
of operations and competitive position would be harmed.

      OUR FAILURE TO PROTECT OUR INTELLECTUAL PROPERTY MAY SIGNIFICANTLY HARM
      OUR RESULTS OF OPERATIONS AND REPUTATION.

Our success and ability to compete is dependent in part on our ability to
protect and maintain our proprietary rights to our intellectual property. We
currently rely on a combination of trade secret, trademark and copyright laws to
establish and protect our intellectual property.

We generally enter into confidentiality agreements with our officers, employees
and consultants. We also generally limit access to and distribution of our
source code, access to our databases and the disclosure and use of our other
proprietary information. However, these measures provide only limited protection
of our intellectual property rights. In addition, we may not have procured
signed agreements containing adequate protective provisions in every case, and
the contractual provisions that are in place may not provide us with adequate
protection in all circumstances. Further, we have not included copyright notices
on all of our copyrightable intellectual property. Efforts to address any
infringement of our proprietary rights could result in significant litigation
costs, and any failure to adequately protect our proprietary rights could result
in our competitors offering similar services, potentially resulting in the loss
of one or more competitive advantages and decreased revenues.

Despite our efforts to protect our proprietary rights, existing trade secret,
copyright, patent and trademark laws afford us only limited protection. Others
may attempt to copy or reverse engineer aspects of our services or to obtain and
use information that we regard as proprietary. Accordingly, we may not be able
to prevent misappropriation of our technologies or to deter others from
developing similar technologies. Further, monitoring the unauthorized use of our
products and other proprietary rights is difficult. Litigation may be necessary
to enforce our intellectual property rights or to determine the validity and
scope of the proprietary rights of others. Litigation of this type could result
in substantial costs and diversion of resources and could significantly harm our
results of operations and reputation.

                                       17


      WE FACE COMPETITION FROM A BROAD RANGE OF COMPANIES.

The markets for our services are extremely competitive and subject to rapid
technological change.

We consider the primary competitor to The Work Number to be large employers and
outsourcers who manage employment verification through a call center or through
internal automated systems. We believe the primary competitors to other
complementary Work Number services are ADP, Paychex, Inc., and Ceridian
Corporation. We consider the primary competitor to our unemployment tax
management services to be ADP, as well as smaller regional firms that offer
similar services. We consider the primary competitors to our tax credit and
incentive services to be ADP and First Advantage, as well as smaller regional
firms that offer similar services. We consider the primary competitors to our
employee assessment and talent management services to be Previsor, Inc.,
Development Dimensions International, Brainbench, Inc., Devine Group, Inc.,
Hogan Assessments Systems, Inc., and SHL Group plc, as well as human resources
consulting firms such as AON Corporation, Watson Wyatt Worldwide, Inc., and
Right Management Consulting, a subsidiary of Manpower, Inc. Our competitors may
have more resources than we do.

Increased competition could result in price reductions, reduced gross margins
and loss of market share, any of which could significantly harm our results of
operations. Additionally, we may be required to increase spending in response to
competition in order to pursue new market opportunities or to invest in research
and development efforts, and, as a result, our operating results in the future
may be adversely affected. We cannot assure you that we will be able to compete
successfully against current and future competitors or that competitive
pressures we face will not significantly harm our results of operations.

      PROVISIONS OF OUR ARTICLES OF INCORPORATION AND BYLAWS AND MISSOURI LAW
      MAY MAKE IT DIFFICULT FOR A THIRD PARTY TO ACQUIRE US, DESPITE THE
      POSSIBLE BENEFITS TO OUR SHAREHOLDERS.

A number of provisions of our articles of incorporation and bylaws and Missouri
law could make it difficult for a third party to acquire, or discourage a third
party from attempting to acquire, control of us. These provisions:

      -     provide for a classified Board of Directors;

      -     limit the right of shareholders to remove directors or change the
            size of the Board of Directors;

      -     limit the right of shareholders to fill vacancies on the Board of
            Directors;

      -     limit the right of shareholders to call a special meeting of
            shareholders or propose other actions;

      -     require unanimity for shareholders to act by written consent, in
            accordance with Missouri law;

      -     require a higher percentage of shareholders than would otherwise be
            required under Missouri law to amend, alter, change or repeal
            certain provisions of our articles of incorporation;

      -     provide that the bylaws may be amended only by the majority vote of
            the Board of Directors and shareholders will not be able to amend
            the bylaws without first amending the articles of incorporation;

      -     authorize the issuance of preferred stock with any voting powers,
            designations, preferences and relative, participating, optional or
            other special rights, and qualifications, limitations or
            restrictions of such rights as may be specified by our Board of
            Directors, without shareholder approval; and

      -     restrict specified types of "business combinations" and "control
            share acquisitions," as well as regulate some tender offers.

These provisions may:

      -     have the effect of delaying, deferring or preventing a change in our
            control despite possible benefits to our shareholders;

      -     discourage bids at a premium over the market price of our common
            stock; and

      -     harm the market price of our common stock and the voting and other
            rights of our shareholders.

      OUR STOCK PRICE IS VOLATILE AND COULD DROP UNEXPECTEDLY.

The market price of our common stock has been volatile. The price could continue
to be subject to wide fluctuations due to factors including:

      -     actual or anticipated variations in our operating results;

      -     announcements of technological innovations or new services or
            contracts by us or our competitors;

                                       18


      -     our ability to successfully integrate acquisitions;

      -     developments with respect to patents, copyrights or proprietary
            rights;

      -     changes in financial estimates by securities analysts;

      -     concerns regarding the security of our database;

      -     conditions and trends in outsourcing of tax management, human
            resources and payroll services; and general economic and market
            conditions.

The stock market has experienced extreme price and volume fluctuations that have
particularly affected the market prices of equity securities of many technology
companies. Often these fluctuations have been unrelated or disproportionate to
the operating performances of those companies.

Broad market and industry factors may significantly affect the market price of
our common stock, regardless of our actual operating performance. Declines in
the market price of our common stock could also harm employee morale and
retention, our access to capital and other aspects of our business.

      BECAUSE OUR SHARE PRICE IS VOLATILE, WE MAY BE THE TARGET OF SECURITIES
      LITIGATION, WHICH IS COSTLY AND TIME-CONSUMING TO DEFEND.

In the past, following periods of volatility in the market price of a company's
securities, shareholders have often instituted class action securities
litigation against those companies. In January 2004, we restated our
consolidated financial statements as a result of adjustments to our customer
premises systems business. The restatement affected the fiscal years
ended March 31, 1999 through 2003 and the first two quarters of fiscal year
2004. In fiscal year 2005 we settled class action litigation, as discussed in
"Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations - Other Matters" of our 2005 Annual Report on Form 10-K,
and settled an SEC enforcement action, as described below. Such litigation could
result in substantial costs and a diversion of management attention and
resources, which would significantly harm our profitability and reputation.
These market fluctuations, as well as general economic, political and market
conditions such as recessions, may adversely affect the market price of our
common stock.

We are subject to a cease and desist order issued by the Securities and Exchange
Commission and a U.S. District Court court order and are required to advance
expenses to one of our former officers in satisfaction of indemnification
obligations in connection with a related case against that former officer.

As previously reported, on March 3, 2005, we agreed with the SEC, without
admitting or denying any liability, to pay one dollar in disgorgement and,
pursuant to a court order, to pay a $2.5 million civil penalty, and not to
violate certain provisions of the federal securities laws in the future pursuant
to the SEC cease and desist order. Our agreement resolved the SEC's
investigation into our accounting for certain items. The cease and desist order
enjoins us from committing or causing future violations of specified securities
laws. Any further violation of these laws could result in civil penalties,
including sanctions, fines and penalties, which may be more severe than if the
violation had occurred without our having entered into the order.

Our former chief financial officer is currently defending a related SEC civil
action, and any future related litigation costs for his defense will be borne by
us and not by insurance. In addition, to the extent that we are required to
indemnify him against any fines or penalties assessed against him, those amounts
would be borne by us and will not be covered by insurance. Any such costs, fines
or penalties borne by us could harm our business and financial condition.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None

ITEM 2. PROPERTIES

As of March 31, 2006, we occupied approximately 561,000 square feet of office
space in 58 buildings across the country; this includes leases expiring in
fiscal year 2007 which we do not intend to renew as we consolidate our
facilities, as noted in the table below. At such date, all of our facilities
were leased and were utilized primarily for general administrative, data
processing and sales purposes. We believe our facilities have been generally
well maintained, are in good operating condition and are adequate for our
current requirements. Additionally, we had approximately 103 employees,
primarily sales-related, working out of their homes. The following table
includes descriptions of our significant facilities and, if applicable, the
specific business segment to which the property is dedicated.

                                       19




                                                                                        SQUARE        BUSINESS
        ADDRESS           CITY AND STATE                 FACILITY TYPE                  FOOTAGE       SEGMENT
- ----------------------   ----------------   -----------------------------------------   -------   ----------------
                                                                                      
11432 Lackland Road      St. Louis, MO      Corporate Headquarters - Executive,          94,000     All
                                            Administrative, Data Processing and Sales

10101 Woodfield(1)       St. Louis, MO      Administrative, Data Processing and Sales    83,000     Unemployment
                                                                                                   tax management

11828 Borman Drive       St. Louis, MO      Administrative, Data Processing and Sales    46,000          All
1850 Borman Court(1)     St. Louis, MO      Administrative, Data Processing and Sales    40,000          All
3455 Mill Run Drive      Hilliard, OH       Administrative, Data Processing and Sales    20,000     Unemployment
                                                                                                   tax management

1845 Borman Court        St. Louis, MO      Call Center, Administrative                  23,000          All
One Corporate Way        Peabody, MA        Administrative and Data Processing           19,000     Unemployment
                                                                                                   tax management

191 W. Schrock Road(1)   Westerville, OH    Administrative and Data Processing           18,000     Unemployment
                                                                                                   tax management

1195 Corporate Lake(1)   St. Louis, MO      Administrative and Data Processing           15,000     Unemployment
                                                                                                   tax management

300 East McBee Ave.      Greenville, SC     Administrative, Data Processing and Sales    14,000    Tax credits &
                                                                                                    incentives

410 Rodeo Road           North Platte, NB   Administrative and Data Processing           13,000     Unemployment
                                                                                                   tax management

7903 Allison Way         Arvada, CO         Administrative and Data Processing           13,000     Unemployment
                                                                                                   tax management

3400 Waterview Pkwy.     Richardson, TX     Administrative and Sales                      9,000    The Work Number
                                                                                                      services


(1)Lease expires in fiscal year 2007.

ITEM 3. LEGAL PROCEEDINGS

We are a defendant from time to time in lawsuits. Based on information currently
available, we believe that no current proceedings, individually or in the
aggregate, will have a material adverse effect upon us, our consolidated
financial position, or our results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK, RELATED SHAREHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock trades on the Nasdaq National Market under the symbol "TALX."
On January 6, 2005, we declared a 3-for-2 stock split, which was effected in the
form of a 50 percent stock dividend, payable February 17, 2005, to shareholders
of record on January 20, 2005. On November 14, 2005, we declared a 3-for-2 stock
split, which was effected in the form of a 50 percent stock dividend, payable
January 17, 2006, to shareholders of record on December 19, 2005. The following
table sets forth the high and low sales prices of our common stock as quoted in
the Nasdaq National Market for each of the quarters since the beginning of
fiscal 2005 through the end of fiscal 2006, retroactively adjusted for the
effects of the 3-for-2 stock splits.

                                       20




                                                        HIGH            LOW
                                                       ------          ------
                                                                 
FISCAL 2005:
   First quarter...................................    $11.02          $ 9.67
   Second quarter..................................     10.94            9.00
   Third quarter...................................     13.33           10.15
   Fourth quarter..................................     16.34           10.29

FISCAL 2006:
   First quarter...................................    $21.84          $11.94
   Second quarter..................................     27.57           17.84
   Third quarter...................................     32.53           20.71
   Fourth quarter..................................     36.76           25.70


On May 30, 2006, the last reported sale price on the Nasdaq National Market for
our common stock was $26.50 per share. As of May 30, 2006, there were
approximately 245 holders of record of our common stock.

During fiscal 2001, we began paying dividends on our common stock on a quarterly
basis. The following table sets forth dividends declared per share of common
stock for the periods indicated, retroactively adjusted for the effects of the
3-for-2 stock splits:



                                                          DIVIDEND
                                                          DECLARED
                                                          --------
                                                       
FISCAL 2005:
   First Quarter...................................       $   0.02
   Second Quarter..................................       $   0.03
   Third Quarter...................................       $   0.03
   Fourth Quarter..................................       $   0.03

FISCAL 2006:
   First Quarter...................................       $   0.03
   Second Quarter..................................       $   0.03
   Third Quarter...................................       $   0.03
   Fourth Quarter..................................       $   0.04


Any future determination to pay dividends will be at the discretion of our Board
of Directors and will depend upon our earnings, capital requirements and
operating and financial condition and such other factors as the board may deem
relevant. See "Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources" regarding
certain contractual restrictions on our ability to pay dividends that are found
in our new loan agreement.

The following table provides information about purchases by us and our
affiliated purchasers during the quarter ended March 31, 2006 of equity
securities that are registered by us pursuant to Section 12 of the Exchange Act:

                      ISSUER PURCHASES OF EQUITY SECURITIES



                                                                               TOTAL NUMBER OF       MAXIMUM NUMBER
                                                                               SHARES PURCHASED    OF SHARES THAT MAY
                                          TOTAL NUMBER                       AS PART OF PUBLICLY    YET BE PURCHASED
                                           OF SHARES        AVERAGE PRICE      ANNOUNCED PLANS     UNDER THE PLANS OR
                 PERIOD                    PURCHASED        PAID PER SHARE     OR PROGRAMS (2)          PROGRAMS
- ----------------------------------------  ------------      --------------   -------------------   ------------------
                                                                                       
January 1, 2006 to January 31, 2006.....           600(1)   $         0.01                    --            2,943,300
February 1, 2006 to February 28, 2006...            --                  --                    --            2,943,300
March 1, 2006 to March 31, 2006.........            --                  --                    --            2,943,300
                                          ------------      --------------   -------------------
     Total..............................           600      $         0.01                    --            2,943,300
                                          ============      ==============   ===================


(1) Represent restricted shares, after adjustment for the 3-for-2 stock split,
that were forfeited by a former employee, for which we reimbursed the former
employee. Accordingly, these share purchases are not considered a part of our
publicly-announced share repurchase program.

                                       21


(2) On May 10, 2005, our Board of Directors authorized us to repurchase up to
three million shares of our stock, after adjustment for the 3-for-2 stock
splits, in the open market, or through privately negotiated transactions during
the 36-month period ending May 9, 2008, subject to market conditions and other
factors. Under this plan, we have repurchased a cumulative total of 56,700
shares of our common stock, as adjusted for the 3-for-2 stock splits. All shares
repurchased have been reissued in connection with restricted stock grants.

ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

This section presents our selected historical financial data and certain
additional information. As discussed below, on April 22, 2003, we sold
substantially all of the assets of our Human Resources and Benefits Application
Services business. During July 2001 we acquired Ti3, Inc. and during March 2002,
we acquired the unemployment cost management services business of Gates,
McDonald & Company and James E. Frick, Inc., d/b/a The Frick Company. On July 1,
2003, we acquired Johnson and Associates. Effective April 1, 2004, we acquired
certain businesses of Sheakley-Uniservice, Inc. and Sheakley Interactive
Services, LLC. In October 2004, we acquired TBT Enterprises, Inc., UI Advantage,
Inc. and Net Profit Inc., all of which specialize in employment-related tax
credit and incentive services. On April 20, 2005, we acquired Jon-Jay
Associates, Inc., which specializes in providing unemployment cost management
services as well as an employment verification service. On April 26, 2005, we
acquired the tax credits and incentives business of Glick & Glick Consultants,
LLC. On November 1, 2005, we acquired the unemployment tax business of Employers
Unity, Inc., and on December 15, 2005, we acquired the tax credits and
incentives business of Business Incentives, Inc., doing business as Management
Insights, Inc. On April 6, 2006, we acquired Performance Assessment Network,
Inc., or "PAN", a provider of secure, electronic-based psychometric testing and
assessments, as well as comprehensive talent management services.

We derived the financial data presented below for, and as of the end of, each of
the years in the five-year period ended March 31, 2006 from our consolidated
financial statements. The consolidated financial statements for, and as of the
end of, each of the years in the five-year period ended March 31, 2006 have been
audited by KPMG LLP, independent registered public accounting firm. The
financial information set forth below reflects the classification of the
database, document services and Human Resources and Benefits Application
Services businesses as discontinued operations.

The selected data in this section is not intended to replace the financial
statements. You should read carefully the financial statements included in this
Form 10-K, including the notes to the consolidated financial statements, in
conjunction with "Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations." For a discussion of material uncertainties
that might cause the data reflected herein not to indicate our future financial
condition or results of operations, see "Item 1A. Risk Factors."

On January 6, 2005, we declared a 3-for-2 stock split, which was effected in the
form of a 50 percent stock dividend, payable February 17, 2005, to shareholders
of record on January 20, 2005. On November 14, 2005, we declared a 3-for-2 stock
split, which was effected in the form of a 50 percent stock dividend, payable
January 17, 2006, to shareholders of record on December 19, 2005. Earnings per
share and the weighted average number of common shares outstanding set forth
below have been retroactively adjusted for the 3-for-2 stock splits.

                                       22




                                                                                 YEARS ENDED MARCH 31,
                                                             --------------------------------------------------------------
                                                              2002 (1)     2003 (1)     2004 (1)       2005        2006
                                                             ----------   ----------   ----------   ----------   ----------
                                                                    (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                                                                                  
STATEMENT OF EARNINGS DATA:
Revenues:
   The Work Number services...............................   $   27,184   $   35,934   $   46,608   $   65,373   $  91,331
   Tax management services................................          848       74,645       73,667       90,208     114,420
   Customer premises systems..............................        3,480        1,708           --           --          --
   Maintenance and support................................        3,893        3,639        4,120        2,814       1,676
                                                             ----------   ----------   ----------   ----------   ---------
      Total revenues......................................       35,405      115,926      124,395      158,395     207,427
                                                             ----------   ----------   ----------   ----------   ---------
Cost of revenues:
   The Work Number services...............................        9,320       12,285       13,947       18,645      21,339
   Tax management services................................          450       38,337       37,986       45,064      55,289
   Customer premises systems..............................        2,652          997           --           --          --
   Maintenance and support................................        1,028          734        1,320        1,008         352
   Inventory write-down...................................          307           --           --           --          --
                                                             ----------   ----------   ----------   ----------   ---------
      Total cost of revenues..............................       13,757       52,353       53,253       64,717      76,980
                                                             ----------   ----------   ----------   ----------   ---------
Gross profit..............................................       21,648       63,573       71,142       93,678     130,447
                                                             ----------   ----------   ----------   ----------   ---------
Operating expenses:
   Selling and marketing..................................        6,333       18,902       23,862       27,693      32,700
   General and administrative.............................        7,454       25,180       26,052       32,845      42,658
   Restructuring charges..................................        2,627           --           --           --          --
   SEC settlement charge..................................           --           --           --        2,500          --
                                                             ----------   ----------   ----------   ----------   ---------
      Total operating expenses............................       16,414       44,082       49,914       63,038      75,358
                                                             ----------   ----------   ----------   ----------   ---------
Operating income .........................................        5,234       19,491       21,228       30,640      55,089
Other income (expense), net...............................        1,567       (1,358)        (845)      (2,725)     (4,477)
Income tax expense........................................        2,509        6,945        7,890       11,887      20,637
                                                             ----------   ----------   ----------   ----------   ---------
Earnings from continuing operations.......................        4,292       11,188       12,493       16,028      29,975
Income from discontinued operations, net..................            5        1,781          199          582         515
                                                             ----------   ----------   ----------   ----------   ---------
      Net earnings........................................   $    4,297   $   12,969   $   12,692   $   16,610   $  30,490
                                                             ==========   ==========   ==========   ==========   =========

Net earnings per common share (2):
   Basic:
      Continuing operations...............................   $     0.15   $     0.36   $     0.41   $     0.52   $     0.94
      Discontinued operations, net........................           --         0.06         0.01         0.02         0.02
                                                             ----------   ----------   ----------   ----------   ----------
         Net earnings.....................................   $     0.15   $     0.42   $     0.42   $     0.54   $     0.96
                                                             ==========   ==========   ==========   ==========   ==========
   Diluted:
      Continuing operations...............................   $     0.14   $     0.35   $     0.39   $     0.49   $     0.89
      Discontinued operations, net........................           --         0.06         0.01         0.02         0.01
                                                             ----------   ----------   ----------   ----------   ----------
         Net earnings.....................................   $     0.14   $     0.41   $     0.40   $     0.51   $     0.90
                                                             ==========   ==========   ==========   ==========   ==========

Cash dividends declared per common share..................   $     0.05   $     0.06   $     0.09   $     0.11   $     0.13
                                                             ==========   ==========   ==========   ==========   ==========

Weighted average number of common shares outstanding:
   Basic (2)..............................................   28,401,049   30,920,805   30,514,278   30,954,629   31,775,969
   Diluted (2)............................................   30,333,786   31,969,269   32,009,759   32,452,679   33,828,651




                                                                           MARCH 31,
                                                       ------------------------------------------------
                                                         2002      2003      2004      2005      2006
                                                       --------   -------   -------   -------   -------
                                                                        (IN THOUSANDS)
                                                                                 
BALANCE SHEET DATA:
Cash, cash equivalents and short-term investments...   $ 21,431   $ 9,409   $10,043   $19,014   $11,555
Working capital.....................................      2,862     1,616     5,996    24,816    28,491
Total assets........................................    179,819   172,795   213,990   246,919   347,545
Long-term debt plus capital leases..................     30,308    22,152    50,012    57,648   110,911
Shareholders' equity................................    115,991   123,183   133,817   151,864   186,298

ADDITIONAL INFORMATION:
Employment records in The Work Number database......     60,700    76,400    90,100   106,900   129,000
Employment records under contract (3)...............     70,200    82,000    97,200   113,100   136,300


                                       23


- ----------
(1)   In January 2004, we restated our consolidated financial statements as a
      result of adjustments to our customer premises systems business. The
      resulting restatement affected the fiscal years ended March 31, 1999
      through 2003 and the first two quarters of fiscal year 2004. The
      restatement had practically no cumulative impact on our financial results
      or financial condition. It had the effect of reducing revenues by $955,000
      for fiscal years 1999, 2000 and 2001 and increasing revenues by a similar
      amount in fiscal years 2002 and 2003. The impact on the fiscal years 2002
      and 2003 was an increase in revenues of $610,000 and $384,000,
      respectively. In addition to the revenue adjustments, the related
      commissions associated with the revenues were adjusted accordingly and the
      income tax provisions were amended to reflect the impact of these
      restatements. After adjustment for the 3-for-2 stock splits, the annual
      impact to diluted earnings per share was an increase of $0.01 for both
      fiscal years 2002 and 2003.

(2)   Basic earnings per share is computed using the weighted average number of
      common shares outstanding during the period. Diluted earnings per share
      reflects the incremental increase in common shares outstanding assuming
      the exercise of all employee stock options and warrants that would have
      had a dilutive effect on earnings per share and the dilutive effect of all
      restricted stock. The weighted average number of shares is based on common
      stock outstanding for basic earnings per share and common stock
      outstanding, restricted stock outstanding, and common stock options and
      warrants for diluted earnings per share in periods when such common stock
      options and warrants are not antidilutive. On January 6, 2005, we declared
      a 3-for-2 stock split, which was effected in the form of a 50 percent
      stock dividend, payable February 17, 2005, to shareholders of record on
      January 20, 2005. On November 14, 2005, we declared a 3-for-2 stock split,
      which was effected in the form of a 50 percent stock dividend, payable
      January 17, 2006, to shareholders of record on December 19, 2005. Earnings
      per share and the weighted average number of common shares outstanding
      have been retroactively adjusted for the 3-for-2 stock splits.

(3)   Represents aggregate employment records included in The Work Number
      database and employment records under contract that have not yet been
      converted to the database.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

You should read this discussion together with the financial statements and other
financial information included in this Form 10-K for the year ended March 31,
2006. See "Forward-Looking Statements" and "Item 1A. - Risk Factors".

OVERVIEW

We are a leading provider of payroll-related and human resources business
process outsourcing services. Our services enable our clients to automate and
outsource the performance of payroll and human resources business processes that
would otherwise be performed by their own in-house payroll or human resources
departments. Our clients are large and mid-size organizations, including more
than three-fourths of the Fortune 500 companies in a wide variety of industries,
as well as a number of government agencies.

Our current services include employment and income verification and other
payroll-related services, unemployment tax management services, tax credit and
incentive services, and employee assessment and talent management services.

      -     Income Verification and Employment Services. Our employment and
            income verification services, which we refer to collectively as "The
            Work Number services," are designed to help employers save time and
            effort and reduce expenses associated with many of the
            administrative tasks required to support large workforces. These
            tasks include verifying employment and income information, printing
            and distributing pay stubs and annual W-2 forms, collecting
            time-reporting data, updating employee personnel records on a
            self-service basis, and screening job applicants. As of March 31,
            2006, The Work Number database, our proprietary database of payroll
            and other human resources-related information, contained
            approximately 129.0 million employee records and had contracts to
            receive an additional 7.3 million records. Authorized users such as
            mortgage lenders, pre-employment screeners, credit issuers, social
            service agencies and others access The Work Number service and pay
            us transaction-based or monthly service fees for verification of
            employment and income information.

      -     Unemployment Tax Management Services. Through our unemployment tax
            management services, we provide unemployment insurance claims
            processing, unemployment hearing education and consultation, and
            unemployment tax planning and management services to a broad range
            of employers. These services are designed to reduce the cost of
            processing unemployment claims by human resources departments and to
            better manage the tax rate that employers are assessed for
            unemployment taxes.

      -     Tax Credit and Incentive Services. Our services in the tax credits
            and incentives segment include assisting employers with federal,
            state and local tax credits. Examples of federal tax credit services
            include integrating work opportunity, or "WOTC", and welfare to
            work, or "WtW", tax credit processing into the current hiring
            process, as well as processing all necessary forms to identify
            applicants and employees who are potential qualifiers for hiring tax
            credits. State and local tax credit services include assisting
            clients in identifying and calculating enterprise zone credits and
            job creation credits.

                                       24


      -     Employee Assessment and Talent Management Services. Beginning in
            fiscal year 2007, through our employee assessment and talent
            management services, we provide testing and assessment services, as
            well as talent management services that are designed to enable
            organizations to automate and improve their human capital management
            business processes. With our employee assessment and talent
            management services, clients can electronically deliver the
            assessments to applicants and arrange the administering or
            proctoring of the assessments at pre-qualified testing centers.
            Using an online dashboard, clients can manage open positions and
            direct active applicants through the entire assessment and selection
            process, including external tests such as a drug test.

TALX services are enabled by our proprietary databases and applications that are
designed to quickly and efficiently access and process large volumes of data. We
employ web, interactive voice response, fax, document imaging and other
technologies to enhance the services offered to our clients. We can interact
with various payroll and human resources systems, and are virtually independent
of the information technology services our clients select.

As a result of recent acquisitions discussed in " -- Acquisitions" below, in the
third quarter of fiscal year 2006, we determined that we operate in four
business segments. The presentation of segment information reflects the manner
in which management organizes segments for making operating decisions and
assessing performance. Prior period information has been reclassified to reflect
the establishment of the unemployment tax management segment and the tax credits
and incentives segment, which were previously presented together as one segment.

Our services and products fall within four business segments: The Work Number
services, unemployment tax management, tax credits and incentives, and customer
premises systems and related maintenance and support. The Work Number services
include our employment verification and services, W-2 eXpress, ePayroll,
FasTime, HireXpress, and I-9 eXpress; unemployment tax management includes our
employment tax consulting and claim processing operations and unemployment tax
planning services; tax credits and incentives include federal, state and local
tax credit and incentive services; and maintenance and support relates to a
business we are phasing out.

We are assessing the impact of the April 6, 2006 acquisition of Performance
Assessment Network, Inc., or PAN, on our current segment classifications. See "
- -- Acquisitions" below.

On January 6, 2005, we declared a 3-for-2 stock split, which was effected in the
form of a 50 percent stock dividend, payable February 17, 2005, to shareholders
of record on January 20, 2005. On November 14, 2005, we declared a 3-for-2 stock
split, which was effected in the form of a 50 percent stock dividend, payable
January 17, 2006 to shareholders of record on December 19, 2005. Earnings per
share and weighted average number of common shares outstanding throughout this
Annual Report on Form 10-K have been retroactively adjusted for the 3-for-2
stock splits.

RECENT PERFORMANCE

We achieved record revenues and gross margin in fiscal 2006. We successfully
executed our strategies and emphasized cross-selling services to our existing
client base. We continued to make strategic acquisitions and realized
operational efficiencies as we integrated these acquisitions. Additionally, we
broadened our portfolio of services, both through innovations in-house and
through our strategic acquisitions. Our revenues rose 31 percent to $207.4
million in fiscal year 2006 compared to $158.4 million in the prior year. Our
earnings from continuing operations in fiscal 2006 increased 87 percent to $30.0
million, or $0.89 per diluted share. Earnings from continuing operations totaled
$16.0 million, or $0.49 per diluted share, in fiscal 2005.

The Work Number services achieved record revenues in fiscal year 2006,
increasing 40 percent to $91.3 million compared to $65.4 million in the prior
year. Growth in revenues was primarily attributable to the increased records in
the database, coupled with the continued broadening of our verifier base.
Additionally, the acquisitions of the Jon-Jay and Employers Unity employment
verification businesses also contributed to the increase in revenues in fiscal
year 2006. Through a program we call REACH, we are seeking to increase the
number of transactions within our existing verifier base vertically by expanding
usage with verifiers that have multiple locations and integrating our services
with the verifiers' systems and processes. Also through the REACH program, we
are seeking to increase transactions horizontally across multiple office
branches and services at verifier clients by identifying additional usages for
The Work Number database within our existing verifier base. Additionally,
through a focused marketing campaign, we have gained additional verifiers,
particularly within the consumer finance area. Gross margin for this business
improved 510 basis points to 76.6 percent from 71.5 percent the year before. The
increase in gross margin was due primarily to higher revenue levels and improved
leveraging of our operational infrastructure.

                                       25


The total number of employment records on The Work Number services increased to
129.0 million at March 31, 2006 from 106.9 million a year ago, representing a 21
percent increase. Total employment records under contract, including those in
contract backlog to be added to the database, increased 21 percent to 136.3
million at March 31, 2006 from 113.1 million a year earlier.

Each employee included in our clients' payroll data represents an employment
record on The Work Number database. This payroll data is uploaded to The Work
Number database, updating each employee's record. If the employee is no longer
employed by a client, the existing record remains intact. Thus, The Work Number
database includes all our clients' current employees, as well as former
employees.

Revenues in the unemployment tax management business increased 19 percent to
$100.8 million, compared to $85.0 million in the prior year. The increase in
revenue was primarily attributable to the acquisitions in fiscal year 2006, as
noted below. The unemployment tax management business continued to be an
important contributor to our overall profitability as well as to the growth in
The Work Number services, resulting from selling those services to our
unemployment tax management client base. Gross margin in the unemployment tax
management business increased 120 basis points to 49.8 percent from 48.6 percent
in the 2005 fiscal year. The improved gross margin was primarily a result of
efficiencies achieved as acquisitions are integrated.

Revenues in the tax credits and incentives business increased 161 percent to
$13.6 million, compared to $5.2 million in the prior year. The increase in
revenue was primarily a result of our acquisitions in fiscal year 2006, as noted
below. Gross margin in the tax credits and incentives business declined to 65.4
percent from 73.8 percent in fiscal year 2005, primarily due to higher revenue
levels in fiscal year 2005 following the temporary lifting of the hiatus on Work
Opportunity and Welfare to Work tax credits in October 2004.

ACQUISITIONS

On April 6, 2006, we acquired PAN, a provider of secure, electronic-based
psychometric testing and assessments, as well as comprehensive talent management
services, for approximately $75 million, including transaction costs, subject to
certain post-closing adjustments. The purchase price was determined based on
arms'-length negotiations, and was paid in cash financed through our Loan
Agreement as discussed below in " - Liquidity and Capital Resources." The
acquisition agreement provides for indemnification of the Company by the sellers
for certain pre-closing liabilities and obligations of the business, subject to
certain limitations. An escrow account, maintained pursuant to the terms of the
escrow agreement, is also available until eighteen months following the purchase
to satisfy the indemnification obligations under the purchase agreement, subject
to certain limitations described in the acquisition agreement. Of the purchase
price, $10.0 million was paid into the escrow account. PAN had revenues of
approximately $25.0 million in its fiscal year ended March 31, 2006.

As discussed in Note 5 of Notes to Consolidated Financial Statements, effective
April 1, 2004, we acquired substantially all of the assets and assumed certain
liabilities of the unemployment compensation, employment verification and
applicant screening and hiring workflow services businesses of
Sheakley-Uniservice, Inc. and its wholly owned subsidiary, Sheakley Interactive
Services, LLC, which we refer to collectively as the "Sheakley Businesses".
Additionally, on October 15, 2004, we completed the acquisition of the stock of
TBT Enterprises, Incorporated and UI Advantage, Inc., headquartered in
Gaithersburg, Maryland, which we collectively refer to as "TBT Enterprises". On
October 25, 2004, we completed the acquisition of Net Profit, Inc.,
headquartered in Greenville, South Carolina.

On April 20, 2005, we acquired Jon-Jay Associates, Inc., which specializes in
providing unemployment cost management services as well as an employment
verification service. On April 26, 2005, we acquired the tax credits and
incentives business of Glick & Glick Consultants, LLC. Total revenues for these
businesses were approximately $12.0 million for calendar year 2004. On November
1, 2005, we acquired the unemployment tax business of Employers Unity, Inc.,
which had revenues of approximately $14.0 million in 2004. On December 15, 2005,
we acquired the tax credits and incentives business of Business Incentives,
Inc., doing business as Management Insights, Inc., which had revenues of
approximately $6.0 million in 2004.

                                       26


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of consolidated financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenue and expenses, and related disclosure of contingent assets and
liabilities. On a periodic basis, we evaluate our estimates, including those
related to revenue recognition, intangible assets, capitalized software and
income taxes. We base our estimates on historical experience and on various
other assumptions that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ materially from these estimates under
different assumptions or conditions.

We believe that the following critical accounting policies include our more
significant judgments and estimates used in the preparation of our consolidated
financial statements.

REVENUE RECOGNITION: All revenues are generally recognized pursuant to annual or
multi-year contracts.

Revenues from The Work Number are realized primarily from transaction or monthly
fees and, to a lesser degree, based on up-front set-up fees and periodic
maintenance fees. Revenues for transaction fees are recognized in the period
that they are earned, based on fees charged to users at the time they conduct
verifications of employment and income. In accordance with Staff Accounting
Bulletin No. 104, the revenue for set-up fees and monthly maintenance fees is
recognized on a straight-line basis from the time the service is available to be
used by our clients through the end of the service period.

Revenue for our W-2 service is recognized evenly from the time the service is
available for use by TALX clients through the end of the service period.
Additionally, we have some clients that are billed for this service on a
transactional basis. For these clients, we recognize revenue on a monthly basis,
as transactions occur.

We charge ePayroll clients on a per-employee, per-month basis, plus an initial
set-up fee. Revenue for the initial set-up fees is recognized evenly over the
initial contract period, beginning with the date the client is "live" on our
system. Per-employee, per-month fees are recognized as revenue in the period the
service is provided.

FasTime clients are billed for initial set-up fees, monthly maintenance fees and
per transaction fees. Revenue is recognized evenly from the time the service is
available for use by our clients through the end of the service period for
set-up and maintenance fees and as services are performed for transaction-based
fees.

HireXpress clients are billed for initial set-up fees and per transaction fees
or monthly fees. Revenue is recognized evenly from the time the service is
available for use by our clients through the end of the service period for
set-up fees and as services are performed for transaction-based or monthly fees.

Revenues from our unemployment tax management services are recognized in the
period that they are earned, evenly over the life of the contract. Transaction
fees are recorded as the services are provided. Unemployment tax management
revenue that is contingent upon achieving certain performance criteria is
recognized when those criteria are met.

We realize revenues in our tax credits and incentives business on a contingent
basis, as a percentage of the tax credits and incentives delivered to our
clients. Revenues related to WOTC and WtW tax credits are recognized after the
applicable state government has certified the eligibility of the client's
employee and the employee has worked the required number of hours to receive the
credit. Revenue related to state and local tax credits and certain other federal
tax credits is recognized based on milestones achieved, calculation of the
underlying credit, or the client's utilization of the underlying credit,
depending upon the provisions of the contract.

In relationships with certain of our customers, we enter into agreements with
more than one of our service offerings included in the arrangement. When a
client contracts with us to provide more than one service, the terms of the
underlying contract itemize each service provided and the related fees for each
service. In accordance with the consensus of Emerging Issues Task Force Issue
No. 00-21, as these fee arrangements are similar to those charged to other
clients, we recognize revenue on the basis of the fair values of the underlying
services.

Deferred revenue represents the unearned portion of The Work Number set-up fees,
unemployment tax management and maintenance fees.

Commissions paid are deferred and charged to expense proportionally over the
related service period.

                                       27


Direct expenses related to cost of revenues are tracked separately for each
service we provide. Incremental direct costs that are related to the origination
of a client contract are expensed as incurred.

BUSINESS COMBINATIONS AND INTANGIBLE ASSET VALUATION: In connection with the
acquisitions of Ti3, Inc.; the unemployment cost management services business of
Gates, McDonald & Company, a subsidiary of Nationwide Mutual Insurance Company;
James E. Frick, Inc., d/b/a The Frick Company; Johnson and Associates; the
Sheakley Businesses; TBT Enterprises, Incorporated and UI Advantage, Inc.; Net
Profit, Inc.; Jon-Jay Associates, Inc.; the tax credits and incentives business
of Glick & Glick Consultants, LLC; the unemployment tax business of Employers
Unity, Inc.; and the tax credits and incentives business of Business Incentives,
Inc., doing business as Management Insights, Inc., we acquired certain
identifiable intangible assets. We recorded these assets in accordance with the
Financial Accounting Standards Board SFAS No. 141, "Business Combinations."
Effective April 6, 2006, we acquired PAN. We will record this acquisition in
accordance with SFAS No. 141, "Business Combinations."

Effective April 1, 2002, we adopted the Financial Accounting Standards Board
SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142 addresses the
initial recognition and measurement of intangible assets acquired outside of a
business combination and the accounting for goodwill and other intangible assets
subsequent to their acquisition. SFAS No. 142 provides that intangible assets
with finite useful lives be amortized and that goodwill and intangible assets
with indefinite lives will not be amortized, but will rather be tested at least
annually for impairment. We reviewed our goodwill and intangible assets as of
December 31, 2005 and determined that no impairment existed.

CAPITALIZED SOFTWARE: Software development costs are expensed as incurred until
technological feasibility is achieved, after which time they are capitalized on
a product-by-product basis. We amortize capitalized software development costs
evenly over the remaining estimated economic life of the product, generally
three to five years. We begin amortization of capitalized software development
costs when the product is available for general release to clients. We review
all capitalized software assets for impairment as of each balance sheet date.
Upon determination of any impairment, we write down the asset to the appropriate
value in the period that the impairment is determined.

INCOME TAXES: We record income taxes under the asset and liability method.
Deferred taxes arise because of different treatment between financial statement
accounting and tax accounting, known as temporary differences. We record the tax
effect of these temporary differences as deferred tax assets (generally items
that can be used as a tax deduction or credit in future periods) and deferred
tax liabilities (generally items that we received a tax deduction for, but have
not yet been recorded in the Consolidated Statement of Earnings). Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

The above listing is not intended to be a comprehensive list of all of our
accounting policies. See Note 1 to our consolidated financial statements
contained in this Annual Report on Form 10-K which contains accounting policies
and other disclosures required by accounting principles generally accepted in
the United States of America.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2004, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards No. 123r, "Share-Based Payments"
("SFAS No. 123r"), a revision of SFAS No. 123, "Accounting for Stock-Based
Compensation" ("SFAS No. 123"), which requires companies to measure all employee
stock-based compensation awards using a fair value method and record such
expense in their consolidated financial statements. The provisions of SFAS No.
123r are effective for the first annual reporting period that begins after June
15, 2005. We have adopted this standard effective April 1, 2006 and elected the
modified-prospective transition method. Under the modified-prospective
transition method, awards that are granted, modified, repurchased or canceled
after the date of adoption should be measured and accounted for in accordance
with SFAS No. 123r. Stock-based awards that are granted prior to the effective
date should continue to be accounted for in accordance with SFAS No. 123, except
that stock option expense for unvested options must be recognized in the
statement of operations. Had we adopted SFAS No. 123r in prior periods, we
believe the impact of that standard would have approximated the impact of SFAS
No. 123 as described in the "Accounting for Stock-Based Compensation" disclosure
of pro forma net income and earnings per share in Note 1 to our consolidated
financial statements. We expect to report stock-based compensation expense of
approximately $2.0 million, net of taxes, in fiscal 2007 following the adoption
of SFAS 123r.

                                       28


RESULTS OF OPERATIONS

The following tables set forth (1) revenues and gross margin, (2) the gross
margin percentage by revenue category, and (3) certain items from our
consolidated statement of operations as a percentage of revenues for the periods
indicated:



                                                                     YEARS ENDED MARCH 31,
                                                                ------------------------------
                                                                  2004       2005      2006
                                                                --------   --------   --------
                                                                        (IN THOUSANDS)
                                                                             
Revenues:
   The Work Number services................................     $ 46,608   $ 65,373   $ 91,331
   Unemployment tax management.............................       73,008     85,009    100,826
   Tax credits and incentives..............................          659      5,199     13,594
   Maintenance and support.................................        4,120      2,814      1,676
                                                                --------   --------   --------
      Total revenues.......................................     $124,395   $158,395   $207,427
                                                                --------   --------   --------
Gross profit:
   The Work Number services................................     $ 32,661   $ 46,728   $ 69,992
   Unemployment tax management.............................       35,217     41,309     50,243
   Tax credits and incentives..............................          464      3,835      8,888
   Maintenance and support.................................        2,800      1,806      1,324
                                                                --------   --------   --------
      Total gross profit...................................     $ 71,142   $ 93,678   $130,447
                                                                --------   --------   --------




                                                                          YEARS ENDED MARCH 31,
                                                                          ---------------------
                                                                          2004    2005    2006
                                                                          ----    ----    ----
                                                                                 
Gross margin percentage by revenue category:
   The Work Number services........................................       70.1%   71.5%   76.6%
   Unemployment tax management.....................................       48.2    48.6    49.8
   Tax credits and incentives......................................       70.4    73.8    65.4
   Maintenance and support.........................................       68.0    64.2    79.0




                                                                       YEARS ENDED MARCH 31,
                                                                      ------------------------
                                                                      2004     2005     2006
                                                                      -----    -----    -----
                                                                               
PERCENTAGE OF TOTAL REVENUES
Revenues:
   The Work Number services........................................    37.5%    41.2%    44.0%
   Unemployment tax management.....................................    58.7     53.7     48.6
   Tax credits and incentives......................................     0.5      3.3      6.6
   Maintenance and support.........................................     3.3      1.8      0.8
                                                                      -----    -----    -----
      Total revenues...............................................   100.0    100.0    100.0
Cost of revenues...................................................    42.8     40.9     37.1
                                                                      -----    -----    -----
Gross margin.......................................................    57.2     59.1     62.9
                                                                      -----    -----    -----
Operating expenses:
   Selling and marketing...........................................    19.2     17.5     15.8
   General and administrative......................................    20.9     20.7     20.5
   SEC settlement charge...........................................      --      1.6       --
                                                                      -----    -----    -----
      Total operating expenses.....................................    40.1     39.8     36.3
                                                                      -----    -----    -----
Operating income...................................................    17.1     19.3     26.6
Other expense, net.................................................    (0.7)    (1.7)    (2.2)
                                                                      -----    -----    -----
   Earnings from continuing operations before income tax expense...    16.4     17.6     24.4
Income tax expense.................................................     6.3      7.5      9.9
                                                                      -----    -----    -----
   Earnings from continuing operations.............................    10.1     10.1     14.5
Discontinued operations, net.......................................     0.1      0.4      0.2
                                                                      -----    -----    -----
   Net earnings....................................................    10.2%    10.5%    14.7%
                                                                      =====    =====    =====


As discussed in Note 5 of Notes to Consolidated Financial Statements, effective
April 1, 2004, we acquired substantially all of the assets and assumed certain
liabilities of the unemployment compensation, employment verification and
applicant screening and hiring workflow services businesses of
Sheakley-Uniservice, Inc. and its wholly owned subsidiary, Sheakley Interactive
Services, LLC. Additionally, on October 15, 2004, we completed the acquisition
of the stock of TBT Enterprises, Incorporated and UI Advantage, Inc.,
headquartered in Gaithersburg, Maryland, which we collectively refer to as "TBT
Enterprises." On October 25, 2004, we completed the acquisition of Net Profit,
Inc., headquartered in Greenville, South Carolina. On April 20, 2005, we
acquired Jon-Jay Associates, Inc., which specializes in providing unemployment
cost management services as well as an employment verification service. On April
26, 2005, we acquired the tax credits and incentives business of Glick & Glick
Consultants, LLC. On November 1, 2005, we acquired the unemployment tax business
of Employers Unity, Inc., and on December 15, 2005, we acquired the tax credits
and incentives business of Business Incentives, Inc., doing business as
Management Insights, Inc.

                                       29


On April 22, 2003 we transferred substantially all of the assets of our Human
Resources and Benefits Application Services business to Workscape, Inc., a
Massachusetts-based provider of benefits and workforce management solutions.
Accordingly, the historical results of operations for this business have been
reclassified to earnings from discontinued operations on our consolidated
statement of earnings.

Revenues.



                                                                   YEARS ENDED MARCH 31,
                                                              ------------------------------
                                                                2004       2005       2006
                                                              --------   --------   --------
                                                                     (IN THOUSANDS)
                                                                           
The Work Number services.................................     $ 46,608   $ 65,373   $ 91,331
Unemployment tax management..............................       73,008     85,009    100,826
Tax credits and incentives...............................          659      5,199     13,594
Maintenance and support..................................        4,120      2,814      1,676
                                                              --------   --------   --------
   Total revenues........................................     $124,395   $158,395   $207,427
                                                              --------   --------   --------


Total revenues increased 31.0% to $207.4 million in fiscal 2006 from $158.4
million in fiscal 2005 and $124.4 million in fiscal 2004.

      The Work Number services segment

Revenues from The Work Number services increased 39.7% to $91.3 million in
fiscal 2006 from $65.4 million in fiscal 2005 and $46.6 million in fiscal 2004.
Growth in revenues was primarily attributable to the increased records in the
database, coupled with the continued broadening of our verifier base.
Additionally, the acquisitions of the Jon-Jay and Employers Unity employment
verification businesses also contributed to the increase in revenues in fiscal
year 2006. Through a program we call REACH, we are seeking to increase the
number of transactions within our existing verifier base vertically by expanding
usage with verifiers that have multiple locations and integrating our services
with the verifiers' systems and processes. Also through the REACH program, we
are seeking to increase transactions horizontally across multiple office
branches and services at verifier clients by identifying additional usages for
The Work Number database within our existing verifier base. Finally, through a
focused marketing campaign, we have gained additional verifiers, particularly
within the consumer finance area. The increase in fiscal 2005 was due primarily
to an increase in transaction volume resulting from marketing efforts directed
to verifiers and employers, the continued growth of the database, the REACH
program, and the acquisitions of the Sheakley employment verification business
and HireXpress, our applicant screening and hiring workflow services business.

The mortgage industry, the consumer finance industry, and pre-employment
screeners are the primary revenue generators for The Work Number. Verifications
in the consumer finance area increased significantly in fiscal year 2006 as we
have focused on extending our reach to additional consumer finance lenders, such
as lenders for automobile, furniture and appliance loans. Mortgage-related
verifications declined as a percentage of total verifications in fiscal year
2005 compared to the prior year primarily as a result of overall economic
factors. The balance between mortgage-related and pre-employment-related
verification revenues began to shift back from its widest spread in the first
quarter of fiscal 2004 towards a more traditional balance towards the end of
fiscal 2004. The table below indicates the percentage of The Work Number
revenues contributed by types of verifiers during fiscal year 2005 and fiscal
year 2006.



                                                                           QUARTERS ENDED
                                        -----------------------------------------------------------------------------------------
                                        JUNE 30,   SEPT. 30,   DEC. 31,   MARCH 31,   JUNE 30,   SEPT. 30,   DEC. 31,   MARCH 31,
             REVENUE SOURCE               2004       2004        2004       2005        2005       2005        2005       2006
- -------------------------------------   --------   ---------   --------   ---------   --------   ---------   --------   ---------
                                                                                                
Pre-Employment.......................      18%        19%         18%        14%         19%        17%         18%        14%
Mortgage.............................      35         34          35         27          34         34          33         28
Consumer Finance.....................      16         21          21         24          23         28          27         22
Social Services......................      13          8           8          8           9          9           9          9
Other................................       5          5           5          2           2          2           2          1
Complementary Work Number Services...      13         13          13         25          13         10          11         26


As of the end of fiscal year 2006, we had 129.0 million employment records on
The Work Number services database, a 21% increase from fiscal year 2005. Total
employment records under contract, including those in the contract backlog to be
added to the database, represented 136.3 million records, a 21% increase from
fiscal year 2005.

We generally receive regular feeds of payroll data from each client. Each
employee included in our clients' payroll data represents an employment record
on The Work Number database. This payroll data is uploaded to The Work Number

                                       30


database, updating each employee's record. If the employee is no longer employed
by a client, the existing record remains intact. Thus, The Work Number database
includes all our clients' current employees, as well as former employees.

Our W-2 eXpress services also experienced strong growth in fiscal 2006 and 2005.
We had 12.1 million W-2s on our system for fiscal 2006, representing an increase
of 18.6% over fiscal 2005. W-2s on our system increased 20.0% in fiscal 2005
compared to fiscal 2004.

      Unemployment tax management segment

Revenues in the unemployment tax management business increased 19 percent to
$100.8 million, compared to $85.0 million in the prior year. The increase in
revenue was primarily attributable to the acquisitions of Jon-Jay Associates,
Inc. and Employers Unity, Inc. in fiscal year 2006. Revenues from unemployment
tax management increased 16.4% to $85.0 million in fiscal 2005 from $73.0
million in fiscal 2004 primarily as a result of our acquisition of the Sheakley
Businesses.

Unemployment tax management revenues consist of multi-year contracts that
provide a solid revenue base with upside potential through contingency billings
from tax consulting or additional billings if certain performance measures
exceed contractually set levels. Revenues may also vary if the number of claims
processed exceeds or falls below contractually set levels. Claims activity has
trended down over the last two years, but remained steady over the last half of
fiscal 2006.

      Tax credits and incentives segment

Revenues in the tax credits and incentives business increased 161 percent to
$13.6 million, compared to $5.2 million in the prior year. The increase in
revenue was primarily a result of our acquisitions of Glick & Glick Consultants,
LLC and Management Insights, Inc. in fiscal year 2006 and inclusion of a full
year of revenues from our fiscal year 2005 acquisitions of Net Profit, Inc. and
TBT Enterprises. Revenues from tax credits and incentives increased to $5.2
million in fiscal 2005 from $0.7 million in fiscal 2004 primarily as a result of
our acquisitions of Net Profit, Inc. and TBT Enterprises in fiscal 2005.

      Maintenance and support segment

Revenues from maintenance and support related to the former customer premises
systems business declined to $1.7 million in fiscal 2006, compared to $2.8
million in fiscal 2005 and $4.1 million in fiscal 2004. During 2003, we notified
our maintenance clients of our intention to discontinue all support services
effective June 2005. As a result of requests from a number of our clients, we
have agreed to extend these support services until December 31, 2006. We
anticipate revenues from maintenance and support will continue to decrease over
time from current levels.

Gross Profit and Gross Margin.



                                             YEARS ENDED MARCH 31,
                                         ------------------------------
                                          2004        2005       2006
                                         -------    -------    --------
                                                 (IN THOUSANDS)
                                                      
  The Work Number services............   $32,661    $46,728    $ 69,992
  Unemployment tax management.........    35,217     41,309      50,243
  Tax credits and incentives..........       464      3,835       8,888
  Maintenance and support.............     2,800      1,806       1,324
                                         -------    -------    --------
     Total gross profit...............   $71,142    $93,678    $130,447
                                         -------    -------    --------

Gross margin percentage by segment:
  The Work Number services............      70.1%      71.5%       76.6%
  Unemployment tax management.........      48.2       48.6        49.8
  Tax credits and incentives..........      70.4       73.8        65.4
  Maintenance and support.............      68.0       64.2        79.0
     Total gross margin percentage....      57.2%      59.1%       62.9%


Total gross profit increased 39.3% to $130.4 million in fiscal 2006 from $93.7
million in fiscal 2005 and $71.1 million in fiscal 2004. Total gross margin
increased to 62.9% in fiscal 2006 from 59.1% in fiscal 2005 and 57.2% in fiscal
2004.

      The Work Number segment

The Work Number services gross profit increased 49.8% to $70.0 million in fiscal
2006 from $46.7 million in fiscal 2005 and $32.7 million in fiscal 2004. Gross
margin increased to 76.6% in fiscal 2006 from 71.5% in fiscal 2005 and 70.1% in
fiscal

                                       31


2004. The increases in gross profit and gross margin were due primarily to
higher revenue levels as discussed above and improved leveraging of our
operational infrastructure.

      Unemployment tax management segment

Unemployment tax management gross profit increased 21.6% to $50.2 million, or
49.8% of corresponding revenue, in fiscal 2006 from $41.3 million, or 48.6% of
corresponding revenue, in fiscal 2005 and $35.2 million, or 48.2% of
corresponding revenue, in fiscal 2004. The increases in gross profit and gross
margin in fiscal years 2006 and 2005 were due primarily to higher revenues, as
well as cost savings realized through our consolidation of the operational
infrastructure of various acquisitions. The unemployment tax management business
has been an important contributor to our overall profitability as well as to the
growth in The Work Number Services due to success in cross-selling The Work
Number Services into the unemployment tax management client base.

      Tax credits and incentives segment

Tax credits and incentives gross profit increased 132.2% to $8.9 million, or
65.4% of corresponding revenue, in fiscal 2006 from $3.8 million, or 73.8% of
corresponding revenue, in fiscal 2005 and $0.5 million, or 70.4% of
corresponding revenue, in fiscal 2004. The increase in gross profit in fiscal
years 2006 and 2005 was due primarily to higher revenues, as well as cost
savings realized through our consolidation of the operational infrastructure of
various acquisitions. The decline in gross margin in fiscal 2006 was primarily
due to higher revenue levels increasing the gross margin in fiscal year 2005
following the temporary lifting of the hiatus on WOTC and WtW tax credits in
October 2004.

      Customer premises systems and maintenance and support segment

Customer premises systems and maintenance and support gross profit decreased to
$1.3 million from $1.8 million in fiscal 2005 and $2.8 million in fiscal 2004.
The decline in gross profit was due to the lower revenues as we continue to
phase out of this business.

Selling and Marketing Expenses. Selling and marketing expenses increased 18.1%
to $32.7 million in fiscal 2006 from $27.7 million in fiscal 2005 and $23.9
million in fiscal 2004. As a percentage of revenues, such expenses decreased to
15.8% in fiscal 2006 compared to 17.5% in fiscal 2005 and 19.2% in fiscal 2004.
The increase in expenses in fiscal 2006 was primarily due to increased
commissions and incentives, which resulted from our higher revenues, as well as
increased personnel as we developed a new sales and service team to market
directly to prospective employer clients with fewer than 3,500 employees.
Selling and marketing expenses as a percentage of revenues improved in fiscal
2006 as a result of the higher revenue levels, improved leveraging of our
selling and marketing infrastructure and our continued focus on expense control.
Increased selling and marketing expenses in fiscal 2005 were primarily due to
increased commissions and incentives, which resulted from our higher revenues,
as well as increased personnel as we developed a new sales and service team to
market directly to verifiers.

General and Administrative Expenses. General and administrative expenses
increased 29.9% to $42.7 million in fiscal 2006 from $32.8 million in fiscal
2005 and $26.1 million in fiscal 2004. The increase in general and
administrative expenses in fiscal 2006 resulted primarily from additional
amortization related to intangible assets from our recent acquisitions and the
expansion of our infrastructure to accommodate our growing business and the
financial consolidation of the acquisitions described in Notes 5 and 6 of Notes
to Consolidated Financial Statements. As a percentage of revenues, such expenses
decreased to 20.5% in fiscal 2006 compared to 20.7% in fiscal 2005 and 20.9% in
fiscal 2004.

SEC Settlement Charge. As previously disclosed, the staff of the SEC conducted
an investigation into the matters that were the subject of the restatements of
our financial statements that we had announced on December 16, 2002, and January
5, 2004. In March 2005, the U.S. District Court for the Eastern District of
Missouri entered a final judgment against us whereby we agreed, without
admitting or denying any liability, to pay $2.5 million in civil penalties and
not to violate certain provisions of the federal securities laws in the future.
In addition, the SEC entered a cease and desist order whereby we agreed, without
admitting or denying any liability, to pay one dollar in disgorgement and not to
violate certain provisions of the federal securities laws in the future.
Separately, William W. Canfield, our president and chief executive officer,
entered into a settlement with the SEC related to its investigation against him
in a related matter.

Other Income (Expense), Net. Other income (expense), net totaled $4.5 million of
other expense in fiscal 2006, compared to $2.7 million in fiscal 2005 and $0.8
million in fiscal 2004. The increases in fiscal 2006 and 2005 were due to higher
interest expense resulting from increased borrowings to fund our acquisitions in
2006 and 2005.

                                       32


Income Tax Expense. Our effective income tax rate was 40.8%, 42.6%, and 38.7% in
fiscal 2006, 2005 and 2004, respectively. The SEC settlement charge, as
discussed above, was not tax deductible, causing a higher effective income tax
rate in fiscal 2005.

QUARTERLY RESULTS OF OPERATIONS

The following tables set forth (1) specified unaudited statement of operations
data (2) the gross margin percentage for each of our revenue categories, and (3)
statement of operations data expressed as a percentage of our total revenues, in
each case for each of the four quarters in fiscal 2006 and fiscal 2005. The
unaudited financial statements have been prepared on the same basis as the
audited financial statements contained herein and include all adjustments,
consisting only of normal recurring adjustments, that we consider necessary for
a fair presentation of such information when read in conjunction with our
financial statements and related notes included elsewhere in this Form 10-K. We
believe that quarter-to-quarter comparisons of our financial results should not
necessarily be relied upon as an indication of future performance.

We had initially recorded the SEC settlement charge in the first quarter of
fiscal 2005 as other income (expense), net. It was reclassified to operating
expenses in the accompanying table of quarterly results of operations to conform
to current presentation to more accurately reflect the nature of this charge. As
a result of the reclassification, previously reported operating income for the
fiscal year 2005 first quarter should have been $2.8 million, as reflected in
the table below.

                                       33




                                                                              QUARTERS ENDED
                                               -----------------------------------------------------------------------------------
                                               JUNE 30,  SEPT. 30,  DEC. 31,  MARCH 31,  JUNE 30,  SEPT. 30,  DEC. 31,  MARCH 31,
                                                 2004      2004       2004      2005       2005      2005       2005      2006
                                               --------  ---------  --------  ---------  --------  ---------  --------  ---------
                                                                    (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                                                                
Revenues:
    The Work Number services.................. $ 14,417  $  14,188  $ 15,558  $  21,210  $ 20,445  $  21,857  $ 21,904  $  27,125
    Unemployment tax management...............   20,710     21,572    20,901     21,826    23,052     23,344    26,193     28,237
    Tax credits and incentives................      190         90     2,704      2,215     2,873      2,699     3,785      4,237
    Maintenance and support...................      744        780       677        613       424        444       450        358
                                               --------  ---------  --------  ---------  --------  ---------  --------  ---------
      Total revenues..........................   36,061     36,630    39,840     45,864    46,794     48,344    52,332     59,957
                                               --------  ---------  --------  ---------  --------  ---------  --------  ---------
Gross profit:
    The Work Number services..................   10,225     10,257    11,372     14,874    15,715     17,178    17,026     20,073
    Unemployment tax management...............    9,676     10,759    10,211     10,663    11,187     11,602    13,121     14,333
    Tax credits and incentives................       90         30     2,134      1,581     1,963      1,675     2,652      2,598
    Maintenance and support...................      512        548       424        322       337        344       350        293
                                               --------  ---------  --------  ---------  --------  ---------  --------  ---------
      Total gross margin......................   20,503     21,594    24,141     27,440    29,202     30,799    33,149     37,297
                                               --------  ---------  --------  ---------  --------  ---------  --------  ---------
Operating expenses:
    Selling and marketing.....................    7,020      6,618     6,965      7,090     7,730      8,073     8,587      8,310
    General and administrative................    8,170      7,779     8,460      8,436    10,088     10,052    11,108     11,410
    SEC settlement charge.....................    2,500         --        --         --        --         --        --         --
                                               --------  ---------  --------  ---------  --------  ---------  --------  ---------
      Total operating expenses................   17,690     14,397    15,425     15,526    17,818     18,125    19,695     19,720
                                               --------  ---------  --------  ---------  --------  ---------  --------  ---------
Operating income..............................    2,813      7,197     8,716     11,914    11,384     12,674    13,454     17,577
                                               ========  =========  ========  =========  ========  =========  ========  =========
Net earnings from continuing operations....... $    198  $   3,930  $  4,813  $   7,087  $  6,425  $   7,151  $  7,422  $   8,977
                                               ========  =========  ========  =========  ========  =========  ========  =========
Net earnings.................................. $    356  $   4,059  $  4,966  $   7,229  $  6,627  $   7,177  $  7,644  $   9,042
                                               ========  =========  ========  =========  ========  =========  ========  =========
Diluted earnings from continuing operations
    per share................................. $   0.01  $    0.12  $   0.15  $    0.21  $   0.19  $    0.21  $   0.22  $    0.26
                                               ========  =========  ========  =========  ========  =========  ========  =========
Diluted earnings  per share................... $   0.01  $    0.13  $   0.15  $    0.22  $   0.20  $    0.21  $   0.22  $    0.26
                                               ========  =========  ========  =========  ========  =========  ========  =========

Gross margin percentage by segment:
    The Work Number services..................     70.9%      72.3%     73.1%      70.1%     76.9%      78.6%     77.7%      74.0%
    Unemployment tax management...............     46.7       49.9      48.9       48.9      48.5       49.7      50.1       50.8
    Tax credits and incentives................     47.4       33.3      78.9       71.4      68.3       62.1      70.1       61.3
    Maintenance and support...................     68.8       70.3      62.6       52.5      79.5       77.5      77.8       81.8

PERCENTAGE OF TOTAL REVENUES:
Revenues:
    The Work Number services..................     40.0%      38.7%     39.1%      46.3%     43.7%      45.2%     41.9%      45.2%
    Unemployment tax management...............     57.5       59.0      52.4       47.6      49.3       48.3      50.0       47.1
    Tax credits and incentives................      0.5        0.2       6.8        4.8       6.1        5.6       7.2        7.1
    Maintenance and support...................      2.0        2.1       1.7        1.3       0.9        0.9       0.9        0.6
                                               --------  ---------  --------  ---------  --------  ---------  --------  ---------
      Total revenues..........................    100.0      100.0     100.0      100.0     100.0      100.0     100.0      100.0
Cost of revenues..............................     43.1       41.0      39.4       40.2      37.6       36.3      36.7       37.8
                                               --------  ---------  --------  ---------  --------  ---------  --------  ---------
Gross margin..................................     56.9       59.0      60.6       59.8      62.4       63.7      63.3       62.2
                                               --------  ---------  --------  ---------  --------  ---------  --------  ---------
Operating expenses:
    Selling and marketing.....................     19.5       18.1      17.5       15.4      16.5       16.7      16.4       13.9
    General and administrative................     22.7       21.3      21.2       18.4      21.6       20.8      21.2       19.0
    SEC settlement charge.....................      6.9        --         --         --        --         --        --         --
                                               --------  ---------  --------  ---------  --------  ---------  --------  ---------
      Total operating expenses................     49.1       39.4      38.7       33.8      38.1       37.5      37.6       32.9
                                               --------  ---------  --------  ---------  --------  ---------  --------  ---------
Operating income..............................      7.8       19.6      21.9       26.0      24.3       26.2      25.7       29.3
                                               ========  =========  ========  =========  ========  =========  ========  =========
Net earnings from continuing operations.......      0.6       10.7      12.1       15.5      13.8       14.8      14.2       15.0
                                               ========  =========  ========  =========  ========  =========  ========  =========
Net earnings..................................      1.0       11.1      12.5       15.8      14.2       14.8      14.6       15.1
                                               ========  =========  ========  =========  ========  =========  ========  =========


See "Acquisitions" above regarding our acquisitions in fiscal years 2005 and
2006. Our revenues, margins and operating results have fluctuated in the past,
and are likely to continue to fluctuate in the future, on an annual and
quarterly basis, as a result of a number of factors, most of which are outside
of our control, as discussed in "Item 1A. Risk Factors - Our quarterly and
annual operating results may fluctuate significantly, which could cause our
stock price to decline significantly."

SEASONALITY

Revenues generated from our W-2 eXpress service, which is part of The Work
Number services segment, are particularly affected by seasonality and are
principally earned in our fourth fiscal quarter.

Revenues generated from our unemployment tax management services are generally
higher in the fourth fiscal quarter as certain client contracts allow us to bill
additional fees based upon actual annual claims volumes. Additionally, our tax
planning business has an inherent seasonality based upon the general nature of
tax services.

                                       34


CONTRACTUAL OBLIGATIONS

The following table summarizes certain of our contractual obligations as of
March 31, 2006.



                                                PAYMENTS DUE BY PERIOD
                                                    (IN THOUSANDS)
                                 ------------------------------------------------------
                                            LESS THAN 1    1-3       3-5      MORE THAN
                                   TOTAL       YEAR       YEARS     YEARS      5 YEARS
                                 ------------------------------------------------------
                                                               
Long-Term Debt Obligations....   $110,802   $        --   $   --   $110,802   $      --
Capital Lease Obligations.....        169            60       83         26          --
Operating Lease Obligations...     24,461         5,672    7,910      5,470       5,409
                                 --------   -----------   ------   --------   ---------
     Total....................   $135,432   $     5,732   $7,993   $116,298   $   5,409
                                 ========   ===========   ======   ========   =========


      In connection with certain of our acquisitions, there are additional
      contingent payments to be calculated based on identified performance
      criteria as specified in the underlying purchase agreements. When
      determined beyond a reasonable doubt, these additional payments will be
      recorded as goodwill. As of March 31, 2006, approximately $5.4 million in
      contingent payments have been made. We estimate that additional payments
      could range up to approximately $14 million and be payable over the next
      18 months.

      Interest on long-term debt obligations is at variable rates and,
      therefore, has not been included in these contractual obligations. See
      "Liquidity and Capital Resources -- Long-term Debt -- Loan Agreement"
      below.

      As discussed below under "Liquidity and Capital Resources -- Long-term
      Debt," on May 25, 2006, we amended and restated our principal loan
      agreement and on May 25, 2006, we sold $75.0 million of secured senior
      guaranteed notes and used the proceeds to repay outstanding revolving
      loans under our loan agreement.

LIQUIDITY AND CAPITAL RESOURCES



                                        YEARS ENDED MARCH 31,
                                     ----------------------------
                                       2004      2005      2006
                                     --------   -------   -------
                                           (IN THOUSANDS)
                                                 
Net cash provided by (used in):
   Operating Activities...........   $ 21,558   $30,049   $39,370
   Investing Activities...........    (48,258)  (35,194)  (98,193)
   Financing Activities...........     25,859     7,976    53,129


In recent years, we have financed our operations through cash flows from
operating activities. In addition to cash provided by operating activities, we
have access to a revolving credit facility, which we have used most recently
primarily for acquisitions. On May 25, 2006, we completed a private placement of
$75.0 million of senior guaranteed notes, as described below.

We generated cash from operating activities of $39.4 million in fiscal 2006, a
$9.4 million increase compared to $30.0 million in fiscal 2005, primarily as a
result of improved operating results.

Our principal sources and uses of cash during fiscal 2006 were as follows:

Sources:

      -     Generated $39.4 million from operations;

      -     Borrowed $138.8 million under credit arrangements to finance
            acquisitions and refinance debt; and

      -     Received proceeds of $6.9 million from the sale of short-term
            investments.

Uses:

      -     Acquisition of four businesses for a total of $87.1 million;

      -     Purchased $5.1 million in short-term investments;

      -     Repaid $85.5 million under long-term debt facilities, including debt
            refinancings; and

      -     Invested $12.9 million in property and equipment and capitalized
            software development.

Our net cash used in investing activities increased to $98.2 million in fiscal
2006 from $35.2 million in fiscal 2005. This increase was primarily due to $87.1
million of cash outlays for acquisitions and $12.9 million of investments in
property, equipment, and capitalized software, partially offset by $1.8 million
of net sales of short-term investments. At March 31, 2006, we had no significant
capital spending or purchase commitments other than normal purchase commitments
and commitments under facilities and operating leases, but would expect capital
expenditures to increase during the next 18 months as we integrate the
operations of our new acquisitions and continue to invest in our data center
infrastructure.

In connection with certain of our acquisitions, there are additional contingent
payments to be calculated based on identified performance criteria as specified
in the underlying purchase agreements. When determined beyond a reasonable
doubt, these additional payments will be recorded as goodwill. In fiscal year
2006, approximately $5 million in contingent payments have been made. We
estimate that additional payments could range up to approximately $14 million
and be payable over the next 18 months.

                                       35



Pursuant to an acquisition agreement dated April 6, 2006, we acquired PAN for
approximately $75 million, including transaction costs, subject to certain
post-closing adjustments. The purchase price was determined based on
arms'-length negotiations, and was paid in cash financed through our Loan
Agreement as discussed below in " - Long-Term Debt."

Net cash provided by financing activities was $53.1 million in fiscal 2006
compared to $8.0 million in fiscal 2005. The increase was due primarily to net
borrowings under credit arrangements of $53.3 million in 2006 compared to
$7.5 million in 2005. In both years, borrowings were used to fund acquisitions.
Additionally, in fiscal 2006, we paid $3.8 million in dividends, received
$4.9 million from issuance of common stock in connection with employee benefit
plans, and repurchased stock for $1.3 million.

Our working capital increased to $28.5 million at March 31, 2006 from $24.8
million at March 31, 2005. This increase was primarily due to increased accounts
receivable as a result of our acquisitions in fiscal year 2006. Our accounts
receivable increased $11.8 million to $31.5 million at March 31, 2006, compared
to $19.7 million at March 31, 2005. The increase was primarily attributable to
significantly higher revenues in the fiscal 2006 fourth quarter compared to the
fourth quarter of the prior year.

Based on cash and cash equivalents on hand, together with anticipated cash flows
from operations, we believe we have sufficient liquidity to pay our obligations
as they become due, for at least the next 12 months.

Our business strategy contemplates that we will consider acquisitions from time
to time. We cannot assure you that we will make any such additional acquisitions
or that any such acquisitions would be successful. We expect that such
acquisitions may require that we access additional credit. As described below,
our Loan Agreement will provide funding for certain possible future acquisitions
subject to certain conditions. Except in these circumstances, we cannot assure
you that additional credit would be available on acceptable terms. Any such
additional credit would increase the risks associated with leverage, including
our ability to service indebtedness and volatility of interest rates. Also, we
have filed with the SEC a shelf registration statement regarding $125 million of
our securities. The registration statement has been declared effective by the
SEC and allows us to complete one or more offerings of our common stock,
preferred stock, depositary shares, debt securities, purchase contracts,
warrants and units from time to time in one or more public offerings. This Form
10-K shall not constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of any securities registered under the
registration statement in any state in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the securities
laws of any such state.

During fiscal 2006, we continued our quarterly dividend program, declaring a
$0.03 per share dividend in each of the first three quarters and a $0.04 per
share dividend in the fourth quarter, as adjusted for the effects of the 3-for-2
stock split.

We are currently under examination by the Internal Revenue Service for the tax
year ended March 31, 2004. We do not expect the results of this examination to
have a material adverse effect on our financial condition or results of
operations.

SHARE REPURCHASE PLAN

On May 10, 2005, our Board of Directors authorized us to repurchase up to three
million shares of our stock in the open market, or through privately negotiated
transactions during the 36-month period ending May 9, 2008, subject to market
conditions and other factors. Under this plan, we have repurchased a cumulative
total of 56,700 shares of our common stock, as adjusted for the 3-for-2 stock
split. All shares repurchased have been reissued in connection with restricted
stock grants.

LONG-TERM DEBT

Loan Agreement. On April 14, 2005, we entered into a secured second amended and
restated loan agreement, which we refer to as the "2005 Loan Agreement," with
LaSalle Bank National Association, as administrative agent and the lenders party
thereto, or collectively, the "Lenders," to replace the loan agreement in place
at the time, which we refer to as the "2004 Loan Agreement," and refinance in
full the $57.5 million outstanding loan balance at March 31, 2005. The 2005 Loan
Agreement established a $100.0 million revolving line of credit and provided for
the issuance of letters of credit and swingline loans.

On November 1, 2005, we amended the 2005 Loan Agreement to expand the
availability under our revolving line of credit to $150.0 million, of which
$39.2 million remained available as of March 31, 2006. On April 6, 2006, we
entered into the second amendment to the 2005 Loan Agreement which, among other
things, expanded the availability under our revolving

                                       36


line of credit to $200 million. There are procedures, including limitations on
the timing and increments, associated with such a commitment increase request.
The second amendment also revised and updated other terms, including the terms
of some of the financial covenants under the Loan Agreement.

On May 25, 2006, concurrently with the issuance and sale of the $75.0 million
principal amount of Senior Guaranteed Notes due May 25, 2014, which we refer to
as the "Notes," we entered into a $150.0 million third amended and restated loan
agreement, which we refer to as the "2006 Loan Agreement," with the Lenders to
replace the 2005 Loan Agreement and refinance in full the $112.4 million
outstanding loan balance on May 25, 2006, after giving effect to the repayment
of $74.2 million of loans outstanding under the 2005 Loan Agreement from the
proceeds of the Notes. The 2006 Loan Agreement established a $150.0 million
revolving line of credit and provided for the issuance of letters of credit and
swingline loans. The 2006 Loan Agreement includes an accordion feature that
permits us to increase availability to $200 million under certain circumstances.
There are procedures, including limitations on the timing and increments,
associated with such a commitment increase request. In conjunction with the 2006
Loan Agreement, the Lenders released their security interests in our and our
subsidiaries' assets and the stock of our subsidiaries, which had existed under
the 2005 Loan Agreement.

The proceeds of loans made under the 2006 Loan Agreement may be used solely to
refinance loans outstanding under the 2005 Loan Agreement and for working
capital, permitted capital expenditures, as the source for payment of our
obligations with respect to letters of credit, to finance permitted acquisitions
meeting specified criteria, and to finance certain repurchases of our capital
stock subject to specified limitations. The 2006 Loan Agreement is absolutely
and unconditionally guaranteed by our material subsidiaries.

We may make prepayments on advances under the revolving credit facility without
penalty, provided we give at least one business day's notice, pay accrued
interest and otherwise make the applicable lenders whole. As the 2006 Loan
Agreement is a revolving credit facility, there are no scheduled minimum
principal repayments in fiscal years 2006 through 2010. All amounts outstanding
under the credit facility are due and payable on April 14, 2010.

Advances under the revolving credit facility bear interest at rates we select,
including a base rate or the LIBOR rate plus an applicable margin. The base rate
is a variable rate equal to the greater of the Lender's prime rate or the
federal funds rate plus 0.5%. The applicable margin for LIBOR rate loans will
vary from 1.00% to 1.75%. Swingline loans will bear interest at the base rate.
During the existence of an event of default, loans will bear additional interest
of 2.00% per year.

We will pay a facility fee, payable on a quarterly basis in the amount equal to
0.25% of the unused portion of the revolving credit facility. If we utilize any
letters of credit, we will pay a fronting fee equal to 0.125% of the face amount
of each letter of credit, as well as a letter of credit fee equal to the
aggregate undrawn amount of the letter of credit multiplied by the LIBOR margin
in effect on the date the letter of credit is issued. We paid the Lenders an
amendment fee equal to $50,000 on the effective date of the 2005 Loan Agreement,
an amendment fee equal to $75,000 on November 1, 2005 in connection with the
first amendment, and amendment fees in the aggregate amount of $55,000 in
connection with the second amendment.

The 2006 Loan Agreement includes certain covenants, including, without
limitation, restrictions on the use of proceeds of any loans, as described
above. The 2006 Loan Agreement also requires compliance with certain financial
covenants based on our minimum interest coverage (the ratio of EBIT minus
dividends and income tax expense to interest expense), minimum EBITDA (as
defined in the 2006 Loan Agreement and as adjusted for, among other things,
approved acquisitions) and our ratio of total indebtedness to EBITDA (as so
adjusted). The 2006 Loan Agreement also requires compliance with certain
operating and other covenants which limit, without first obtaining written
consent of the lenders, among other things, the ability of TALX and our
subsidiaries to incur additional debt (with specified exceptions), sales of
assets, changes in our capital structure, affiliate transactions, acquisitions,
and distributions to our shareholders. The 2006 Loan Agreement generally
prohibits the payment of cash dividends, except for cash dividends not in excess
of six cents per share per calendar quarter, up to a maximum of $7.5 million per
fiscal year so long as we are not in default at the time of the declaration. The
2006 Loan Agreement also contains various representations and warranties,
regarding, among others, compliance with material laws, the accuracy of
financial statements and other information delivered to the Lenders and the
absence of material changes.

In the event of a default under the 2006 Loan Agreement, the Lenders may
terminate the commitments made under the Loan Agreement, declare amounts
outstanding, including accrued interest and fees, payable immediately, and
enforce any and all rights and interests.

                                       37

 Note Placement. On May 25, 2006, we entered into a Note Purchase Agreement with
several institutional investors for the issuance and sale by TALX in a private
placement of our Senior Guaranteed Notes due May 25, 2014 in an aggregate
principal amount of $75.0 million. We used the proceeds from the sale of the
Notes to repay outstanding loans in the amount of $74.2 million under the 2005
Loan Agreement.

We are required to repay the principal amount of the Notes in five annual
installments commencing on May 25, 2010 with the final payment of all principal
then outstanding on May 25, 2014. We may prepay the Notes subject to certain
restrictions and the payment of a make-whole amount. In addition, we may be
required by the holders of the Notes to prepay the Notes upon the occurrence of
a Change of Control, as defined in the Note Purchase Agreement. Under certain
circumstances, we may also be required to use proceeds of certain asset
dispositions to prepay a portion of the Notes.

Interest on the Notes of 6.89% per annum is payable semiannually until the
principal becomes due and payable, provided, that the interest rate increases by
0.45% unless we increase equity capital by $75 million before
September 30, 2006; provided further, if such increase takes place after
September 30, 2006 and before September 30, 2007, then on and after the first
day of the next fiscal quarter following the fiscal quarter in which such equity
capital was raised, such additional interest will no longer accrue and be
payable, and the interest rate on the Notes will return to 6.89% per annum,
subject in any event to the immediately following sentence. To the extent
permitted by law, upon the occurrence of an event of default, interest accrues
on any amount due at a rate equal to the greater of 8.89% or 2.0% over prime as
announced by LaSalle Bank National Association. Our obligations with respect to
the Notes and the Note Purchase Agreement are absolutely and unconditionally
guaranteed by our material subsidiaries.

The Note Purchase Agreement contains customary covenants, including compliance
with laws, maintenance of insurance, keeping of books, conduct of business,
maintenance of properties, payment of taxes, inspection of records, furnishing
of quarterly and annual financial statements, quarterly compliance certificates
and other financial information.

The Note Purchase Agreement also contains customary restrictive covenants
including certain restrictions on transactions with affiliates, our Consolidated
Net Worth (as defined in the Note Purchase Agreement), other indebtedness,
including that of guarantor subsidiaries, our ratio of Consolidated Income
Available for Fixed Charges to Consolidated Fixed Charges (as defined in the
Note Purchase Agreement), our ratio of Consolidated Debt to Consolidated
Operating Cash Flow (as defined in the Note Purchase Agreement), liens and
encumbrances, consolidations and mergers, and sales of assets.

Except as described below, upon the happening of an event of default under the
Note Purchase Agreement, the holder or holders of more than 50% in principal
amount of the Notes at the time outstanding may at any time at its or their
option, by notice or notices to us, declare all the Notes then outstanding to be
immediately due and payable. If an event of default with respect to the payment
of principal or interest on the Notes occurs, any holder or holders of the Notes
at the time outstanding affected by such event of default may at any time at its
or their option, by notice or notices to us, declare all of the Notes held by it
or them to be immediately due and payable. If an event of default with respect
to bankruptcy proceedings occurs, all of the Notes then outstanding will become
immediately due and payable without any declaration or other act on the part of
any holders of the Notes.

We have entered into an interest rate swap contract which has a notional amount
of $14.0 million at March 31, 2006. Under this contract, we pay a fixed rate of
3.72% and receive a variable rate of LIBOR, which is equal to the LIBOR rate
utilized on our outstanding revolving loans. The notional amount of our interest
rate swap contract steps down over time until its termination on March 31, 2008.
Effective April 14, 2005, in connection with the refinancing of our credit
facility existing at that time, we matched our existing interest rate swap to
our outstanding borrowings. This strategy effectively converts a portion of our
outstanding revolving loans into a fixed rate instrument over the term of the
interest rate swap contract.

The interest rate swap and related gains and losses arising on the contract are
accounted for as a cash flow hedge in accordance with SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities." Specifically, changes in the
fair value of derivative instruments designated as cash flow hedges are deferred
and recorded in other comprehensive income. These deferred gains or losses are
recognized in income when the transactions being hedged are completed. We do not
use financial instruments for trading or speculative purposes.

OTHER MATTERS

We are a defendant from time to time in lawsuits. Based on information currently
available, we believe that no current proceedings, individually or in the
aggregate, will have a material adverse effect upon us.

See "Item 1A. Risk Factors" for a detailed description of various risk factors.

                                       38


ITEM 7A. QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As discussed above under "Item 7 - Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital
Resources," our credit facility bears interest at floating rates we select under
the terms of the Loan Agreement.

As of March 31, 2006, we had $110.8 million principal outstanding on our credit
facility, of which $14.0 million was hedged with an interest rate swap contract.
On an annual basis, a 100 basis point change in interest rates would result in
an approximate $1.0 million change to our annual interest expense, based on net
variable rate borrowings of $96.8 million.

                                       39


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS



                                                                                                   PAGE
                                                                                                  ------
                                                                                               
TALX CORPORATION AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS:

Management's Report on Internal Control Over Financial Reporting...............................     41

Reports of Independent Registered Public Accounting Firm.......................................   42, 43

Consolidated Balance Sheets as of March 31, 2005 and 2006......................................     44

Consolidated Statements of Earnings for the years ended March 31, 2004, 2005 and 2006..........     45

Consolidated Statements of Shareholders' Equity and Comprehensive Income for the years ended
      March 31, 2004, 2005 and 2006............................................................     46

Consolidated Statements of Cash Flows for the years ended March 31, 2004, 2005 and 2006........     47

Notes to Consolidated Financial Statements.....................................................     48


        Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in the Securities Exchange Act Rule
13a-15(f)). Under the supervision and with the participation of our management,
including our principal executive officer and our principal financial officer,
we assessed the effectiveness of our internal control over financial reporting
as of March 31, 2006. In making this assessment, our management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in the Internal Control - Integrated Framework.

In conducting our evaluation of the effectiveness of our internal control over
financial reporting, we have excluded the following acquisitions completed
during fiscal year 2006: Jon-Jay Associates, Inc., Glick & Glick Consultants,
LLC, Employers Unity, Inc. and Business Incentives, Inc., doing business as
Management Insights, Inc. Total revenues of these entities for the periods from
the respective acquisitions through March 31, 2006 were $19,000,000. These
entities were acquired for total consideration of $83,000,000, subject to
certain contingent purchase price adjustments. Refer to Note 5 of Notes to
Consolidated Financial Statements for further discussion of these acquisitions
and their impact on our consolidated financial results.

Our management has concluded that, as of March 31, 2006, our internal control
over financial reporting is effective based on these criteria. Our independent
registered public accounting firm, KPMG LLP, has issued an audit report on our
assessment of our internal control over financial reporting, which is included
on page 43 herein.

TALX Corporation

by: /s/  William W. Canfield            by:  /s/ L. Keith Graves
President, Chief Executive Officer      Senior Vice President, Chief Financial
and Chairman of the Board               Officer and Assistant Secretary

                                       41


             Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of TALX Corporation:

We have audited the accompanying consolidated balance sheets of TALX Corporation
and subsidiaries (the Company) as of March 31, 2006 and 2005, and the related
consolidated statements of earnings, shareholders' equity and comprehensive
income, and cash flows for each of the years in the three-year period ended
March 31, 2006. These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
March 31, 2006 and 2005, and the results of their operations and their cash
flows for each of the years in the three-year period ended March 31, 2006, in
conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of the Company's
internal control over financial reporting as of March 31, 2006, based on
criteria established in Internal Control -- Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our
report dated May 31, 2006, expressed an unqualified opinion on management's
assessment of, and the effective operation of, internal control over financial
reporting.

/s/ KPMG LLP
St. Louis, Missouri
May 31, 2006

                                       42


             Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of TALX Corporation:

We have audited management's assessment, included in the accompanying
Management's Report on Internal Control over Financial Reporting, that TALX
Corporation and subsidiaries (the Company) maintained effective internal control
over financial reporting as of March 31, 2006, based on criteria established in
Internal Control -- Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). The Company's management is
responsible for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial
reporting. Our responsibility is to express an opinion on management's
assessment and an opinion on the effectiveness of the Company's internal control
over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management's assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

In our opinion, management's assessment that the Company maintained effective
internal control over financial reporting as of March 31, 2006, is fairly
stated, in all material respects, based on criteria established in Internal
Control -- Integrated Framework issued by COSO. Also, in our opinion, the
Company maintained, in all material respects, effective internal control over
financial reporting as of March 31, 2006, based on criteria established in
Internal Control -- Integrated Framework issued by COSO.

The Company acquired Jon-Jay Associates, Inc., Glick & Glick Consultants, LLC,
Employers Unity, Inc. and Business Incentives, Inc., doing business as
Management Insights, Inc., during the year ended March 31, 2006. Management
excluded from its assessment of the effectiveness of the Company's internal
control over financial reporting as of March 31, 2006, these entities' internal
control over financial reporting associated with total revenues of $19,000,000,
included in the consolidated financial statements of the Company for the periods
from the respective acquisitions through March 31, 2006. These entities were
acquired for total consideration of $83,000,000, subject to certain contingent
purchase price adjustments. Our audit of internal control over financial
reporting of the Company also excluded an evaluation of the internal control
over financial reporting of these entities.

We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheets of
the Company as of March 31, 2006 and 2005, and the related consolidated
statements of earnings, shareholders' equity and comprehensive income, and cash
flows for each of the years in the three-year period ended March 31, 2006, and
our report dated May 31, 2006 expressed an unqualified opinion on those
consolidated financial statements.

/s/ KPMG LLP

St. Louis, Missouri
May 31, 2006

                                       43


                        TALX CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
             (IN THOUSANDS, EXCEPT SHARE AND PER SHARE INFORMATION)



                                                                                                       MARCH 31,
                                                                                                ----------------------
                                                                                                   2005        2006
                                                                                                ---------    ---------
                                                                                                       
ASSETS
Current assets:
   Cash and cash equivalents.................................................................   $  11,399    $   5,705
   Short term investments ...................................................................       7,615        5,850
   Accounts receivable, less allowance for doubtful accounts of $3,173 at March 31, 2005
       and $3,731 at March 31, 2006 .........................................................      19,718       31,527
   Unbilled receivables .....................................................................       3,713        5,911
   Prepaid expenses and other current assets ................................................       5,282        6,576
   Deferred tax assets, net .................................................................       1,683        2,580
                                                                                                ---------    ---------
      Total current assets ..................................................................      49,410       58,149
Property and equipment, net .................................................................      11,414       16,037
Capitalized software development costs, net of amortization of $4,605 in 2005 and $6,329 in
   2006 .....................................................................................       3,374        4,059
Goodwill ....................................................................................     136,143      190,232
Other intangibles, net ......................................................................      45,448       77,434
Other assets ................................................................................       1,130        1,634
                                                                                                ---------    ---------
                                                                                                $ 246,919    $ 347,545
                                                                                                =========    =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable .........................................................................   $   2,054    $   2,257
   Accrued expenses and other liabilities ...................................................      16,502       19,219
   Dividends payable ........................................................................         835        1,289
   Deferred revenue .........................................................................       5,203        6,893
                                                                                                ---------    ---------
      Total current liabilities .............................................................      24,594       29,658
Deferred tax liabilities, net ...............................................................      10,083       17,634
Long term debt, less current portion ........................................................      57,500      110,802
Other liabilities ...........................................................................       2,878        3,153
                                                                                                ---------    ---------
      Total liabilities .....................................................................      95,055      161,247
                                                                                                ---------    ---------
Commitments and contingencies
Shareholders' equity:
   Preferred stock, $0.01 par value; authorized 5,000,000 shares and no shares issued or
      outstanding at March 31, 2005 and 2006 ................................................          --           --
   Common stock, $0.01 par value; authorized 30,000,000 shares at March 31, 2005
       and 75,000,000 shares at March 31, 2006, issued 20,922,011 shares at March 31,
      2005 and 32,225,321 at March 31, 2006 .................................................         209          322
   Additional paid-in capital ...............................................................     164,937      177,463
   Deferred compensation ....................................................................        (223)      (5,076)
   (Accumulated deficit) retained earnings ..................................................     (12,726)      13,467
   Accumulated other comprehensive income:
      Unrealized gain on interest rate swap contract, net of tax expense of $39 at March
         31, 2005 and $80 at March 31, 2006 .................................................          59          122
   Treasury stock, at cost, 42,275 shares at March 31, 2005 .................................        (392)          --
                                                                                                ---------    ---------
      Total shareholders' equity ............................................................     151,864      186,298
                                                                                                ---------    ---------
                                                                                                $ 246,919    $ 347,545
                                                                                                =========    =========


          See accompanying notes to consolidated financial statements.

                                       44


                        TALX CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF EARNINGS
             (IN THOUSANDS, EXCEPT SHARE AND PER SHARE INFORMATION)



                                                                                       YEARS ENDED MARCH 31,
                                                                           --------------------------------------------
                                                                               2004            2005            2006
                                                                           ------------    ------------    ------------
                                                                                                  
Revenues:
   The Work Number services ............................................   $     46,608    $     65,373    $     91,331
   Tax management services .............................................         73,667          90,208         114,420
   Maintenance and support .............................................          4,120           2,814           1,676
                                                                           ------------    ------------    ------------
      Total revenues ...................................................        124,395         158,395         207,427
                                                                           ------------    ------------    ------------
Cost of revenues:
   The Work Number services ............................................         13,947          18,645          21,339
   Tax management services .............................................         37,986          45,064          55,289
   Maintenance and support .............................................          1,320           1,008             352
                                                                           ------------    ------------    ------------
      Total cost of revenues ...........................................         53,253          64,717          76,980
                                                                           ------------    ------------    ------------
      Gross profit .....................................................         71,142          93,678         130,447
                                                                           ------------    ------------    ------------
Operating expenses:
   Selling and marketing ...............................................         23,862          27,693          32,700
   General and administrative ..........................................         26,052          32,845          42,658
   SEC settlement charge ...............................................             --           2,500              --
                                                                           ------------    ------------    ------------
      Total operating expenses .........................................         49,914          63,038          75,358
                                                                           ------------    ------------    ------------
      Operating income .................................................         21,228          30,640          55,089
                                                                           ------------    ------------    ------------
Other income (expense), net:
   Interest income .....................................................             71             224             693
   Interest expense ....................................................           (919)         (2,944)         (5,165)
   Other, net ..........................................................              3              (5)             (5)
                                                                           ------------    ------------    ------------
      Total other income (expense), net ................................           (845)         (2,725)         (4,477)
                                                                           ------------    ------------    ------------
      Earnings from continuing operations before income tax expense ....         20,383          27,915          50,612
Income tax expense .....................................................          7,890          11,887          20,637
                                                                           ------------    ------------    ------------
      Earnings from continuing operations ..............................         12,493          16,028          29,975
Discontinued operations, net of income taxes:
   Earnings (loss) from discontinued operations, net ...................            173              15              (1)
   Gain on disposal of discontinued operations, net ....................             26             567             516
                                                                           ------------    ------------    ------------
      Earnings from discontinued operations ............................            199             582             515
                                                                           ------------    ------------    ------------
         Net earnings ..................................................   $     12,692    $     16,610    $     30,490
                                                                           ============    ============    ============

Basic earnings per share:
   Continuing operations ...............................................   $       0.41    $       0.52    $       0.94
   Discontinued operations .............................................           0.01            0.02            0.02
                                                                           ------------    ------------    ------------
      Net earnings .....................................................   $       0.42    $       0.54    $       0.96
                                                                           ============    ============    ============

Diluted earnings per share:
   Continuing operations ...............................................   $       0.39    $       0.49    $       0.89
   Discontinued operations .............................................           0.01            0.02            0.01
                                                                           ------------    ------------    ------------
      Net earnings .....................................................   $       0.40    $       0.51    $       0.90
                                                                           ============    ============    ============

Weighted average number of common shares outstanding:
   Basic ...............................................................     30,514,278      30,954,629      31,775,969
   Diluted .............................................................     32,009,759      32,452,679      33,828,651


          See accompanying notes to consolidated financial statements.

                                       45


                        TALX CORPORATION AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME
                    YEARS ENDED MARCH 31, 2004, 2005 AND 2006
             (IN THOUSANDS, EXCEPT SHARE AND PER SHARE INFORMATION)



                                                                                                ACCU-
                                                                                               MULATED     ACCUMULATED
                                                                   ADDITIONAL      DEFERRED    DEFICIT/      OTHER
                                                     COMMON         PAID-IN         COMPEN-    RETAINED_  COMPREHENSIVE   TREASURY
                                                      STOCK         CAPITAL         SATION     EARNINGS      INCOME        STOCK
                                                    ---------  -----------------  ----------  ----------  -------------  ---------
                                                                                                       
BALANCE AT MARCH 31, 2003.........................  $    140   $         162,773          --  $  (34,721) $        (158) $  (4,851)
Net earnings......................................        --                  --          --      12,692             --         --
Net unrealized gain on interest rate swap
   contract.......................................        --                  --          --          --            107         --
Total comprehensive income........................
Repurchase of 131,211 shares of common stock......        --                  --          --          --             --     (1,795)
Issuance of 239,401 shares of  treasury stock
   for benefit plans, net of tax benefit..........        --                 417          --        (932)            --      2,720
Cash dividends ...................................        --                  --          --      (2,575)            --         --
                                                   ---------   -----------------  ----------  ----------  -------------  ---------
BALANCE AT MARCH 31, 2004.........................       140             163,190          --     (25,536)           (51)    (3,926)
Net earnings......................................        --                  --          --      16,610             --         --
Net unrealized gain on interest rate swap
   contract.......................................        --                  --          --         ---            110         --
Total comprehensive income........................

Issuance of 317,657 shares of treasury stock
   for benefit plans, net of tax benefit..........        --               1,680          --        (612)            --      3,412
Issuance of 10,000 shares of restricted common
   stock .........................................        --                 136    $   (258)         --             --        122
Compensation expense..............................        --                  --          35          --             --         --
Issuance of 6,973,469 shares of common stock
   and 58,891 shares of treasury stock upon
   3-for-2 stock split............................        69                 (69)         --         (16)            --         --
Cash dividends ...................................        --                  --          --      (3,172)            --         --
                                                    --------  ------------------  ----------  ----------  -------------  ---------
BALANCE AT MARCH 31, 2005.........................       209             164,937        (223)    (12,726)            59       (392)
Net earnings......................................        --                  --          --      30,490             --         --
Net unrealized gain on interest rate swap
   contract.......................................        --                  --          --          --             63         --
Total comprehensive income........................
Issuance of 42,275 shares of treasury stock and
   436,769 shares of common stock for benefit
   plans, net of tax benefit......................         4               7,434          --          --             --        392
Repurchase of 37,800 shares of common stock.......        --                  --          --          --             --     (1,287)
Issuance of 158,450 shares of restricted common
   stock, net of tax benefit......................         1               4,005      (5,252)         --             --      1,287
Issuance of 68,062 shares of common stock for
   warrants, net of tax benefit ..................         1               1,194
Compensation expense..............................        --                  --         399          --             --         --
Issuance of 10,677,829 shares of common stock
   upon 3-for-2 stock split.......................       107                (107)         --         (35)            --         --
Cash dividends ...................................        --                  --          --      (4,262)            --         --
                                                    --------  ------------------  ----------  ----------  -------------  ---------
BALANCE AT MARCH 31, 2006.........................  $    322  $          177,463  $   (5,076) $   13,467  $         122  $      --
                                                    ========  ==================  ==========  ==========  =============  =========


                                                       COMPRE-         TOTAL
                                                       HENSIVE      SHAREHOLDERS'
                                                       INCOME          EQUITY
                                                    -------------   -------------
                                                             
BALANCE AT MARCH 31, 2003.........................                  $     123,183
Net earnings......................................  $       12,692         12,692
Net unrealized gain on interest rate swap
   contract.......................................             107            107
                                                    --------------
Total comprehensive income........................  $       12,799
                                                    ==============
Repurchase of 131,211 shares of common stock......                         (1,795)
Issuance of 239,401 shares of  treasury stock
   for benefit plans, net of tax benefit..........                          2,205
Cash dividends ...................................                         (2,575)
                                                                    -------------
BALANCE AT MARCH 31, 2004.........................                        133,817
Net earnings......................................  $       16,610         16,610
Net unrealized gain on interest rate swap
   contract.......................................             110            110
                                                    --------------
Total comprehensive income........................  $       16,720
                                                    ==============
Issuance of 317,657 shares of treasury stock
   for benefit plans, net of tax benefit..........                          4,480
Issuance of 10,000 shares of restricted common
   stock .........................................                             --
Compensation expense..............................                             35
Issuance of 6,973,469 shares of common stock
   and 58,891 shares of treasury stock upon
   3-for-2 stock split............................                            (16)
Cash dividends ...................................                         (3,172)
                                                                    -------------
BALANCE AT MARCH 31, 2005.........................                        151,864
Net earnings......................................  $       30,490         30,490
Net unrealized gain on interest rate swap
   contract.......................................              63             63
                                                    --------------
Total comprehensive income........................  $       30,553
                                                    ==============
Issuance of 42,275 shares of treasury stock and
   436,769 shares of common stock for benefit
   plans, net of tax benefit......................                          7,830

Repurchase of 37,800 shares of common stock.......                         (1,287)
Issuance of 158,450 shares of restricted common
   stock, net of tax benefit .....................                             41

Issuance of 68,062 shares of common stock for
   warrants, net of tax benefit ..................                          1,195
Compensation expense..............................                            399
Issuance of 10,677,829 shares of common stock
   upon 3-for-2 stock split.......................                            (35)
Cash dividends ...................................                         (4,262)
                                                                    -------------
BALANCE AT MARCH 31, 2006.........................                  $     186,298
                                                                    =============


          See accompanying notes to consolidated financial statements.

                                       46


                        TALX CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)


                                                                       YEARS ENDED MARCH 31,
                                                                -----------------------------------
                                                                  2004         2005         2006
                                                                ---------    ---------    ---------
                                                                                 
Cash flows from operating activities:
   Net earnings .............................................   $  12,692    $  16,610    $  30,490
   Adjustments to reconcile net earnings to net cash provided
      by operating activities:
      Depreciation and amortization .........................       8,211       10,624       13,242
      Non-cash compensation .................................          --           35          399
      Deferred taxes ........................................       3,108        2,518        3,235
      Net assets of business held for sale ..................         374           --           --
      Gain on swap agreement ................................          --           --          (59)
      Change in assets and liabilities, net of acquisitions:
         Accounts receivable, net ...........................       2,792       (2,990)      (7,780)
         Unbilled receivables ...............................      (1,098)      (1,999)      (1,799)
         Prepaid expenses and other current assets ..........      (7,670)       5,554       (1,149)
         Other assets .......................................        (231)         119         (702)
         Accounts payable ...................................        (186)         461           22
         Accrued expenses and other liabilities .............       4,582       (1,560)       5,992
         Deferred revenue ...................................      (1,094)         460       (2,774)
         Other liabilities ..................................          78          217          253
                                                                ---------    ---------    ---------
            Net cash provided by operating activities .......      21,558       30,049       39,370
                                                                ---------    ---------    ---------
Cash flows from investing activities:
   Additions to property and equipment ......................      (4,228)      (6,382)     (10,471)
   Change in restricted cash ................................     (38,645)      38,645           --
   Acquisitions, net of cash acquired .......................      (1,741)     (59,316)     (87,079)
   Capitalized software development costs ...................      (2,169)      (2,001)      (2,408)
   Proceeds from maturity of short-term investments .........         800           --           --
   Proceeds from sale of short-term investments .............       1,700        5,200        6,885
   Purchases of short-term investments ......................      (3,975)     (11,340)      (5,120)
                                                                ---------    ---------    ---------
      Net cash used in investing activities .................     (48,258)     (35,194)     (98,193)
                                                                ---------    ---------    ---------
Cash flows from financing activities:
   Dividends paid ...........................................      (2,435)      (3,020)      (3,809)
   Borrowings under long-term debt facility .................      38,747       18,000      138,802
   Repayments under long-term debt facility .................     (10,763)     (10,500)     (85,500)
   Issuance of common stock .................................       2,105        3,496        4,923
   Repurchase of common stock ...............................      (1,795)          --       (1,287)
                                                                ---------    ---------    ---------
      Net cash provided by financing activities .............      25,859        7,976       53,129
                                                                ---------    ---------    ---------
      Net increase (decrease) in cash and cash equivalents ..        (841)       2,831       (5,694)
Cash and cash equivalents at beginning of year ..............       9,409        8,568       11,399
                                                                ---------    ---------    ---------
Cash and cash equivalents at end of year ....................   $   8,568    $  11,399    $   5,705
                                                                =========    =========    =========


          See accompanying notes to consolidated financial statements.

                                       47


                        TALX CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2006

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      (a) Description of Business

We are a leading provider of payroll-related and human resources business
process outsourcing services. Our services enable our clients to automate and
outsource the performance of payroll and human resources business processes that
would otherwise be performed by their own in-house payroll or human resources
departments. Our clients are large and mid-size organizations, including more
than three-fourths of the Fortune 500 companies in a wide variety of industries,
as well as a number of government agencies. Our current services include
employment and income verification and other payroll-related services,
unemployment tax management services, tax credit and incentive services, and
employee assessment and talent management services. Our services are enabled by
our proprietary databases and applications that are designed to quickly and
efficiently access and process large volumes of data. We employ web, interactive
voice response, fax, document imaging and other technologies to enhance the
services offered to our clients. We can interact with various payroll and human
resources systems, but are virtually independent of the information technology
services our clients select.

      (b) Principles of Consolidation

The consolidated financial statements include the accounts of TALX Corporation
and its subsidiaries. All significant intercompany balances and transactions
have been eliminated in consolidation.

      (c) Cash and Cash Equivalents

We consider all highly liquid investments with an original maturity of three
months or less to be cash and cash equivalents.

      (d) Short-term Investments

Short-term investments at March 31, 2006 consist of highly liquid money market
account deposits. We classify our short-term investments in one of two
categories: available-for-sale or held-to-maturity. Held-to-maturity securities
are those securities which we have the ability and intent to hold until
maturity. All other securities are classified as available-for-sale. All of our
securities were classified as available-for-sale at March 31, 2006. Interest
income is recognized when earned. Short-term investments classified as
available-for-sale are stated at market value.

      (e) Allowance for Doubtful Accounts

We evaluate the collectibility of accounts receivable based on a combination of
factors. In cases where we are aware of circumstances that may impair a specific
customer's ability to meet its financial obligations, we record a specific
allowance against amounts due, and thereby reduce the net recognized receivable
(i.e., net of deferred revenue) to the amount we reasonably believe will be
collected. For the remaining customers, we recognize allowances for doubtful
accounts based on the length of time the aggregate receivables are outstanding,
the current business environment and historical experience.

      (f) Property and Equipment

We record property and equipment at cost less accumulated depreciation and
amortization. We depreciate property and equipment evenly over the assets'
estimated useful lives. We amortize leasehold improvements evenly over the
lesser of the useful life of the asset or lease term.

      (g) Product Development and Capitalized Software Development Costs

Software development costs are expensed as incurred until technological
feasibility is achieved, after which time they are capitalized on a
product-by-product basis. We amortize capitalized software development costs
evenly over the remaining estimated economic life of the product, generally
three to five years. We begin amortization of capitalized software

                                       48


development costs when the product is available for general release to clients.
We review all capitalized software assets for impairment as of each balance
sheet date. Upon determination of any impairment, we write the asset down to the
appropriate value in the period that the impairment is determined.

      (h) Goodwill and Other Intangible Assets

We have adopted the provisions of the Financial Accounting Standards Board
("FASB") Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets" as of
April 1, 2002. SFAS No. 141 requires that the purchase method of accounting be
used for all business combinations initiated after June 30, 2001. SFAS No. 142
requires that goodwill and intangible assets with indefinite useful lives no
longer be amortized, but instead tested for impairment at least annually. In
accordance with SFAS 142, goodwill is reviewed for impairment based upon
reporting units.

      (i) Revenue Recognition, Unbilled Receivables and Deferred Revenue

All revenues are generally recognized pursuant to annual or multi-year
contracts.

Revenues from The Work Number are realized primarily from transaction or monthly
fees and, to a lesser degree, based on up-front set-up fees and periodic
maintenance fees. Revenues for transaction fees are recognized in the period
that they are earned, based on fees charged to users at the time they conduct
verifications of employment and income. In accordance with Staff Accounting
Bulletin No. 104, the revenue for set-up fees and monthly maintenance fees is
recognized on a straight-line basis from the time the service is available to be
used by our clients through the end of the service period.

Revenue for our W-2 service is recognized evenly from the time the service is
available for use by TALX clients through the end of the service period.
Additionally, we have some clients that are billed for this service on a
transactional basis. For these clients, we recognize revenue on a monthly basis,
as transactions occur.

We charge ePayroll clients on a per-employee, per-month basis, plus an initial
set-up fee. Revenue for the initial set-up fees is recognized evenly over the
initial contract period, beginning with the date the client is "live" on our
system. Per-employee, per-month fees are recognized as revenue in the period the
service is provided.

FasTime clients are billed for initial set-up fees, monthly maintenance fees and
per transaction fees. Revenue is recognized evenly from the time the service is
available for use by our clients through the end of the service period for
set-up and maintenance fees and as services are performed for transaction-based
fees.

HireXpress clients are billed for initial set-up fees and per transaction fees
or monthly fees. Revenue is recognized evenly from the time the service is
available for use by our clients through the end of the service period for
set-up fees and as services are performed for transaction-based or monthly fees.

Revenues from our unemployment tax management services are recognized in the
period that they are earned, evenly over the life of the contract. Transaction
fees are recorded as the services are provided. Unemployment tax management
revenue that is contingent upon achieving certain performance criteria is
recognized when those criteria are met.

We realize revenues in our tax credits and incentives business on a contingent
basis, as a percentage of the tax credits and incentives delivered to our
clients. Revenues related to WOTC and WtW tax credits are recognized after the
applicable state government has certified the eligibility of the client's
employee and the employee has worked the required number of hours to receive the
credit. Revenue related to state and local tax credits and certain other federal
tax credits is recognized based on milestones achieved, calculation of the
underlying credit, or the client's utilization of the underlying credit,
depending upon the provisions of the contract.

In relationships with certain of our customers, we enter into agreements with
more than one of our service offerings included in the arrangement. When a
client contracts with us to provide more than one service, the terms of the
underlying contract itemize each service provided and the related fees for each
service. In accordance with the consensus of Emerging Issues Task Force Issue
No. 00-21, as these fee arrangements are similar to those charged to other
clients, we recognize revenue on the basis of the fair values of the underlying
services.

                                       49


Deferred revenue represents the unearned portion of The Work Number set-up fees,
unemployment tax management and maintenance fees.

Commissions paid are deferred and charged to expense proportionally over the
related service period.

Direct expenses related to cost of revenues are tracked separately for each
service we provide. Incremental direct costs that are related to the origination
of a client contract are expensed as incurred.

      (j) Concentration of Credit Risk

We sell our services and software in a variety of industries. No client
represented over 10% of revenues in fiscal 2004, 2005 or 2006. We perform
periodic credit evaluations of our clients' financial conditions and do not
require collateral. Credit losses from clients have been within our
expectations, and we believe the allowance for doubtful accounts adequately
provides for any expected losses.

      (k) Income Taxes

We record income taxes under the asset and liability method. Deferred taxes
arise because of different treatment between financial statement accounting and
tax accounting, known as temporary differences. We record the tax effect of
these temporary differences as deferred tax assets (generally items that can be
used as a tax deduction or credit in future periods) and deferred tax
liabilities (generally items that we received a tax deduction for, but have not
yet been recorded in the Consolidated Statement of Earnings). Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

      (l) Fair Value of Financial Instruments

We disclose estimated fair values for our financial instruments. A financial
instrument is defined as cash or a contract that both imposes on one entity a
contractual obligation to deliver cash or another financial instrument to a
second entity and conveys to that second entity a contractual right to receive
cash or another financial instrument from the first entity. Our financial
instruments include our credit facility. The carrying value of this credit
facility approximates fair value as its stated interest rate approximates market
rates. Estimated fair value amounts have been determined using available market
information or other appropriate valuation methodologies.

      (m) Derivative Financial Instruments

Our policy is to manage interest costs using a mix of fixed and variable rate
debt. Using interest rate swap agreements, we agree to exchange, at specified
intervals, the difference between fixed and variable interest amounts calculated
by reference to an agreed-upon notional principal amount. We do not hold or
issue any derivative financial instruments for trading or speculative purposes.

      (n) Stock-Based Compensation

We account for stock-based compensation using the intrinsic value method in
accordance with Accounting Principles Board ("APB") Opinion No. 25, "Accounting
for Stock Issued to Employees," and related interpretations, as permitted by
SFAS No. 123, "Accounting for Stock-Based Compensation."

We record compensation expense related to restricted stock awards over the
vesting periods of the awards and reflect the unearned portion of deferred
compensation as a separate component of shareholders' equity.

Since all of our options are granted with an option price equal to the market
price at the time of grant, we have not recognized any stock-based employee
compensation cost under our stock option plans. SFAS No. 123 requires pro forma
disclosure of the impact on earnings as if the compensation expense for these
plans had been determined using the fair value method.

                                       50


Compensation cost is calculated under a straight line basis. The following table
presents our net earnings and earnings per share as reported and the pro forma
amounts that would have been reported using the fair value method under SFAS No.
123 for the years presented:



                                                                                MARCH 31,
                                                                --------------------------------------
                                                                    2004           2005         2006
                                                                -----------     ----------     -------
                                                                 (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                                                      
Net earnings, as reported .................................     $    12,692     $   16,610     $30,490
Stock-based employee compensation cost, net of taxes ......           1,544          1,456       1,685
                                                                -----------     ----------     -------
   Net earnings, pro forma ................................     $    11,148     $   15,154     $28,805
                                                                ===========     ==========     =======

Basic earnings per share:
   Net earnings, as reported ..............................     $      0.42     $     0.54     $  0.96
   Stock-based employee compensation cost, net of taxes ...            0.05           0.05        0.05
                                                                -----------     ----------     -------
      Net earnings, pro forma .............................     $      0.37     $     0.49     $  0.91
                                                                ===========     ==========     =======

Diluted earnings per share:
   Net earnings, as reported ..............................     $      0.40     $     0.51     $  0.90
   Stock-based employee compensation cost, net of taxes ...            0.05           0.04        0.05
                                                                -----------     ----------     -------
      Net earnings, pro forma .............................     $      0.35     $     0.47     $  0.85
                                                                ===========     ==========     =======


The fair value of option grants for fiscal 2004, 2005 and 2006 is estimated on
the date of the grant using the Black-Scholes option-pricing model with the
following weighted-average assumptions: expected volatility of 70%, 48%, and 50%
in fiscal 2004, 2005 and 2006, respectively; risk-free interest rate of 3.00%,
4.07%, and 3.90% in fiscal 2004, 2005 and 2006, respectively; expected life of
7.0, 7.0, and 6.0 years in fiscal 2004, 2005 and 2006, respectively; and an
expected dividend yield of 0.90%, 0.78%, and 0.63% in fiscal 2004, 2005 and
2006, respectively.

In December 2004, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards No. 123r, "Share-Based Payments"
("SFAS No. 123r"), a revision of SFAS No. 123, "Accounting for Stock-Based
Compensation" ("SFAS No. 123"), which requires companies to measure all employee
stock-based compensation awards using a fair value method and record such
expense in their consolidated financial statements. The provisions of SFAS No.
123r are effective for the first annual reporting period that begins after June
15, 2005. We have adopted this standard effective April 1, 2006 and elected the
modified-prospective transition method. Under the modified-prospective
transition method, awards that are granted, modified, repurchased or canceled
after the date of adoption should be measured and accounted for in accordance
with SFAS No. 123r. Stock-based awards that are granted prior to the effective
date should continue to be accounted for in accordance with SFAS No. 123, except
that stock option expense for unvested options must be recognized in the
statement of operations.

      (o) Management's Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenue and expenses
during the reporting period. Actual results could differ materially from those
estimates. Estimates are used when accounting for depreciation, amortization,
allowance for doubtful accounts and income taxes as well as in the evaluation of
potential losses due to impairment or pending litigation.

      (p) Litigation

When a contingency becomes probable and estimable a reserve is established in
the consolidated financial statements. To the extent not recoverable by
directors' and officers' liability insurance coverage, legal costs are expensed
as incurred.

      (q) Earnings Per Share

Basic earnings per share is computed using the weighted average number of common
shares outstanding during the period. Diluted earnings per share reflects the
incremental increase in common shares outstanding assuming the exercise of all

                                       51


employee stock options and warrants that would have had a dilutive effect on
earnings per share and the dilutive effect of all restricted stock. The weighted
average number of shares is based on common stock outstanding for basic earnings
per share and common stock outstanding, restricted stock outstanding, and common
stock options and warrants for diluted earnings per share in periods when such
common stock options and warrants are not antidilutive.

(2) ACCOUNTS RECEIVABLE

Accounts receivable consist of the following:



                                                      MARCH 31,
                                              ----------------------------
                                                 2005              2006
                                              -----------      -----------
                                                     (IN THOUSANDS)
                                                         
Accounts receivable.......................    $    22,891      $    35,258
Less allowance for doubtful accounts......          3,173            3,731
                                              -----------      -----------
                                              $    19,718      $    31,527
                                              ===========      ===========


Billings to customers are made in accordance with the terms of the individual
contracts.

The following table represents activity within our allowance for doubtful
accounts for the years ended March 31, 2004, 2005 and 2006:



                                                         (IN THOUSANDS)
                                                         --------------
                                                      
Balance at March 31, 2003.............................   $     1,183
     Additions........................................           560
     Write-offs.......................................          (647)
                                                         -----------
Balance at March 31, 2004.............................         1,096
     Additions........................................         1,045
     Acquisitions.....................................         1,506
     Write-offs.......................................          (474)
                                                         -----------
Balance at March 31, 2005.............................         3,173
     Additions........................................         1,840
     Acquisitions.....................................           185
     Write-offs.......................................         (1467)
                                                         -----------
Balance at March 31, 2006.............................   $     3,731
                                                         ===========


(3) PROPERTY AND EQUIPMENT

Property and equipment consists of the following:



                                                        RANGE OF
                                                       ESTIMATED            MARCH 31,
                                                      USEFUL LIVES    -----------------------
                                                       (IN YEARS)        2005         2006
                                                     --------------   ---------    ----------
                                                                          (IN THOUSANDS)
                                                                          
Computer equipment................................       3-5          $  13,076    $   18,282
Office furniture and equipment....................      5-10              2,257         3,711
Software..........................................       3-5              9,078        12,959
Capitalized lease equipment.......................       3-5                 37            37
Automobile........................................        3                   7             7
Leasehold improvements............................      3-10              5,531         6,268
                                                                      ---------    ----------
                                                                         29,986        41,264
Less accumulated depreciation and amortization....                       18,572        25,227
                                                                      ---------    ----------
                                                                      $  11,414    $   16,037
                                                                      =========    ==========


Depreciation and amortization expense related to property and equipment was $4.9
million, $5.5 million, and $6.7 million for the years ended March 31, 2004, 2005
and 2006, respectively.

                                       52


(4) PRODUCT DEVELOPMENT AND CAPITALIZED SOFTWARE DEVELOPMENT COSTS

Product development costs and amortization of capitalized software development
costs for the years ended March 31, 2004, 2005 and 2006 are as follows:



                                                                               MARCH 31,
                                                            -------------------------------------------------
                                                                2004              2005              2006
                                                            -------------     -------------     -------------
                                                                            (IN THOUSANDS)
                                                                                       
Product development costs charged to general and
   administrative expenses...............................   $       3,698     $       4,354     $       4,836
                                                            =============     =============     =============
Amortization of capitalized software development costs
   charged to cost of revenues...........................   $       1,594     $       1,813     $       1,724
                                                            =============     =============     =============


(5) ACQUISITIONS

Pursuant to an acquisition agreement dated April 20, 2005, we acquired Jon-Jay
Associates, Inc., which specializes in providing unemployment cost management
services as well as an employment verification service, for approximately $24
million, including transaction costs, subject to certain post-closing
adjustments. Additionally, the acquisition agreement includes provisions for
potential earn-out payments if certain future financial performance measures are
achieved through the twelve months ending April 30, 2006 and April 30, 2007,
respectively.

Pursuant to an asset purchase agreement dated April 26, 2005, we acquired
substantially all of the assets and assumed certain of the liabilities of Glick
& Glick Consultants, LLC, which specializes in employment-related tax credit and
incentive services, for approximately $5 million, including transaction costs,
subject to certain post-closing adjustments.

Pursuant to an asset purchase agreement dated November 1, 2005, we acquired the
unemployment tax management businesses of Employers Unity, Inc., for
approximately $30 million, including transaction costs, subject to certain
post-closing adjustments.

Pursuant to an asset purchase agreement dated December 15, 2005, we acquired the
tax credit and incentives business of Business Incentives, Inc., doing business
as Management Insights, Inc., for approximately $24 million, including
transaction costs, subject to certain post-closing adjustments.

In connection with certain of our acquisitions, there are additional contingent
payments to be calculated based on identified performance criteria as specified
in the underlying purchase agreements. When determined beyond a reasonable
doubt, these additional payments will be recorded as goodwill. In fiscal year
2006, approximately $5 million in contingent payments have been made. We
estimate that additional payments could range up to approximately $14 million
and be payable over the next 18 months.

The following table summarizes the purchase price allocations of the estimated
fair values of the assets acquired and liabilities assumed for the acquired
businesses as of the effective dates of the acquisitions. The purchase price
allocations for Employers Unity, Inc. and Management Insights, Inc. are
preliminary, and final determinations of the required purchase accounting
adjustments will be made upon the completion of our integration plans.



                                     JON-JAY ASSOCIATES,         GLICK & GLICK          EMPLOYERS UNITY,             MANAGEMENT
                                            INC.              CONSULTANTS, LLC                INC.                 INSIGHTS, INC.
                                    -----------------------------------------------------------------------------------------------
                                                                          (IN THOUSANDS)
                                                                                                   
Cash and cash equivalents ........  $                170     $                 --     $                 --     $                 --
Accounts receivable, net .........                 1,036                      150                      955                    2,080
Other current assets .............                    53                       71                      419                      --
Property and equipment, net ......                   325                       --                      184                      105
Goodwill and intangible assets ...                26,040                    4,939                   31,705                   21,944
Other non-current assets .........                    25                       --                       --                       22
                                    --------------------     --------------------     --------------------     --------------------
   Total assets acquired .........                27,649                    5,160                   33,263                   24,151
                                    --------------------     --------------------     --------------------     --------------------


                                       53


                                                                                                   
Deferred revenue ..............                    1,619                       --                    2,845                       --
Current liabilities ...........                      589                      113                      352                       73
Other non-current
  liabilities .................                    2,794                       --                       --                       --
                                    --------------------     --------------------     --------------------     --------------------
   Total liabilities assumed ..                    5,002                      113                    3,197                       73
                                    --------------------     --------------------     --------------------     --------------------

   Net assets acquired ........     $             22,647     $              5,047     $             30,066     $             24,078
                                    ====================     ====================     ====================     ====================



The table below reflects unaudited pro forma combined results of TALX and all
businesses acquired in fiscal years 2005 and 2006, as if the acquisitions had
occurred on April 1, 2004:



                                                       2005                      2006
                                               --------------------     --------------------
                                                  (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                                  
Pro forma revenues .........................   $            198,528     $            225,246
Pro forma net earnings .....................                 16,065                   31,614
Pro forma basic earnings per share .........                   0.52                     0.99
Pro forma diluted earnings per share .......                   0.50                     0.93


These unaudited pro forma amounts are not necessarily indicative of what the
actual combined results of operations might have been if the acquisitions had
been effective at the beginning of fiscal year 2005.

(6) GOODWILL AND OTHER INTANGIBLE ASSETS

In connection with the acquisitions of Ti3, Inc.; the unemployment cost
management services business of Gates, McDonald & Company, a subsidiary of
Nationwide Mutual Insurance Company; James E. Frick, Inc., d/b/a The Frick
Company; Johnson and Associates; the Sheakley Businesses; TBT Enterprises,
Incorporated and UI Advantage, Inc.; Net Profit, Inc., Jon-Jay Associates, Inc.,
the tax credits and incentives business of Glick & Glick Consultants LLC, the
unemployment tax management business of Employers Unity, Inc., and the tax
credits and incentives business of Business Incentives, Inc., doing business as
Management Insights, Inc., we acquired certain identifiable intangible assets.
These acquisitions enhance our existing service offerings by allowing us to
offer clients expanded services in connection with electronic time reporting,
the processing of unemployment claims, and the processing of the federal work
opportunity ("WOTC") and welfare to work ("WTW") tax credits, as well as
assisting clients in calculating certain other federal and state tax credits. We
recorded these assets in accordance with the Financial Accounting Standards
Board SFAS No. 141, "Business Combinations".

Effective April 1, 2002, we adopted the SFAS No. 142, "Goodwill and Other
Intangible Assets." SFAS No. 142 addresses the initial recognition and
measurement of intangible assets acquired outside of a business combination and
the accounting for goodwill and other intangible assets subsequent to their
acquisition. SFAS No. 142 provides that intangible assets with finite useful
lives be amortized and that goodwill and intangible assets with indefinite lives
will not be amortized, but will rather be tested at least annually for
impairment. Under the provisions of SFAS No. 142, any impairment loss identified
upon adoption of this standard is recognized as a cumulative effect of a change
in accounting principle. We reviewed our goodwill and intangible assets as of
December 31, 2004 and 2005 and determined that no impairment existed.

The following table summarizes goodwill activity by segment for years ended
March 31, 2005 and 2006:



                                                   THE WORK     UNEMPLOYMENT   TAX CREDITS
                                                    NUMBER         TAX             AND          MAINTENANCE
                                                   SERVICES      MANAGEMENT     INCENTIVES       AND SUPPORT        TOTAL
                                                  ----------    -----------   --------------    ------------     ------------
                                                                          (IN THOUSANDS)
                                                                                                  
March 31, 2004 ................................   $   23,843     $    82,089   $        807     $         --     $    106,739
  Acquisition of the Sheakley Businesses ......        5,499          11,916             --               --           17,415
  Acquisition of TBT Enterprises ..............           --              --          5,165               --            5,165
  Acquisition of Net Profit, Inc. .............           --              --          6,210               --            6,210
  Earn-out related to prior acquisition .......           --             614             --               --              614
                                                  ----------    ------------   ------------     ------------     ------------
March 31, 2005 ................................       29,342          94,619         12,182               --         136,143
  Earn-out related to prior acquisitions ......           --              --          5,000               --           5,000
  Additional acquisition costs and
         adjustments ..........................           --             (50)         1,117               --           1,067
  Acquisition of Jon-Jay Associates, Inc. .....       11,719           6,623             --               --          18,342


                                       54


                                                                                                 
  Acquisition of Glick & Glick
         Consultants, LLC .....................           --              --          2,389              --            2,389

    Acquisition of Employers Unity, Inc. ......       2, 526          13,564             --              --           16,090
    Acquisition of Management Insights, Inc. ..           --              --         11,201              --           11,201
                                                  ----------     -----------   ------------    ------------     ------------

March 31, 2006 ................................   $   43,587     $   114,756   $     31,889    $         --     $    190,232
                                                  ==========     ===========   ============    ============     ============



Tax-deductible goodwill totaled $145.9 million as of March 31, 2006

The following table summarizes other intangible asset activity for years ended
March 31, 2005 and 2006:



                                                         CUSTOMER       CUSTOMER       NON-     TRADE
                                                       RELATIONSHIPS     RECORDS      COMPETE    NAME    TOTAL
                                                       -------------    ---------    --------   -----   -------
                                                                              (IN THOUSANDS)
                                                                                         
GROSS CARRYING VALUES:
    March 31, 2004 .................................   $      17,838    $   2,184    $    212   $  --   $20,234
      Acquisition of the Sheakley Businesses .......          22,100           --         700      --    22,800
        Acquisition of TBT Enterprises .............           3,980           --         320      --     4,300
      Acquisition of Net Profit, Inc. ..............           3,720           --         280      --     4,000
                                                       -------------    ---------    --------   -----   -------
    March 31, 2005 .................................          47,638        2,184       1,512      --    51,334
      Acquisition of Jon-Jay Associates, Inc. ......           7,438           --          --     260     7,698
      Acquisition of Glick & Glick
             Consultants, LLC ......................           2,550           --          --      --     2,550
      Acquisition of Employers Unity, Inc. .........          15,615           --          --      --    15,615

      Acquisition of Management Insights, Inc. .....          10,743           --          --      --    10,743
                                                       -------------    ---------    --------   -----   -------

    March 31, 2006 .................................   $      83,984    $   2,184    $  1,512   $ 260   $87,940
                                                       =============    =========    ========   =====   =======

ACCUMULATED AMORTIZATION:
    March 31, 2004 .................................   $       2,415    $     293    $    139   $  --   $ 2,847
      Amortization .................................           2,696          145         198      --     3,039
                                                       -------------    ---------    --------   -----   -------
    March 31, 2005 .................................           5,111          438         337      --     5,886
      Amortization .................................           4,149          146         246      79     4,620
                                                       -------------    ---------    --------   -----   -------
    March 31, 2006 .................................   $       9,260    $     584    $    583   $  79   $10,506
                                                       =============    =========    ========   =====   =======

Weighted average lives (in years) ..................           16.54        15.00        6.54    3.00     16.29
                                                       =============    =========    ========   =====   =======


Amortization of other intangible assets is projected to be $5.5 million for each
of the fiscal years ended March 31, 2007 and 2008, $ 5.4 million for the fiscal
year ended March 31, 2009, and $5.3 million for each of the fiscal years ended
March 31, 2010 and 2011.

(7) ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities as of March 31, 2005 and 2006 consist of
the following:



                                                                                         MARCH 31,
                                                                               -------------------------------
                                                                                   2005                2006
                                                                               -------------     -------------
                                                                                       (IN THOUSANDS)
                                                                                           
Compensation and benefits......                                                $      12,646     $      14,281
Income taxes payable...........                                                           --             1,857
Other..........................                                                        3,856             3,081
                                                                               -------------     -------------
                                                                                   $  16,502     $      19,219
                                                                               =============     =============


                                       55


(8) LONG-TERM DEBT

Long-term debt at March 31, 2005 and 2006 consists of:



                                                    MARCH 31,
                                          -----------------------------
                                               2005              2006
                                          -------------      ----------
                                          (IN THOUSANDS)
                                                      
 Borrowings under loan agreements.....    $      57,500     $   110,802
      Less current portion............               --              --
                                          -------------     -----------
 Long-term debt.......................    $      57,500     $   110,802
                                          =============     ===========


On April 14, 2005, we entered into a secured second amended and restated loan
agreement (the "2005 Loan Agreement") with LaSalle Bank National Association, as
administrative agent and the lenders party thereto (collectively, the
"Lenders"), to replace the loan agreement in place at the time, which we refer
to as the "2004 Loan Agreement," and refinance in full the $57.5 million
outstanding loan balance at March 31, 2005. The 2005 Loan Agreement established
a $100.0 million revolving line of credit and provided for the issuance of
letters of credit and swingline loans. On November 1, 2005, we amended the 2005
Loan Agreement to expand the availability under our revolving line of credit to
$150.0 million, of which $39.2 million remained available as of March 31, 2006.

The proceeds of loans made under the 2005 Loan Agreement may be used solely to
refinance loans outstanding under the 2004 Loan Agreement and for working
capital, permitted capital expenditures, as the source for payment of our
obligations with respect to letters of credit, to pay the transaction costs of
the 2005 Loan Agreement, to finance permitted acquisitions meeting specified
criteria, and to finance certain repurchases of our capital stock subject to
specified limitations. The 2005 Loan Agreement is secured by pledges of our
stock and membership interests in, and guarantees of, our material subsidiaries
and security interests in substantially all of our assets.

Loans under the 2005 Loan Agreement mature on April 14, 2010, except that any
letters of credit may extend beyond that date if the letter of credit lender
approves and we provide sufficient collateral as security for an extended loan.
We may make prepayments on advances under the revolving credit facility without
penalty, provided we give at least one business day's notice, pay accrued
interest and otherwise make the applicable lenders whole. As the Loan Agreement
is a 5-year revolving credit facility, there are no scheduled minimum principal
repayments in fiscal years 2006 through 2010. All amounts outstanding under the
credit facility are due and payable on April 14, 2010.

Advances under the revolving credit facility bear interest at rates we select,
including a base rate or the LIBOR rate plus an applicable margin. The base rate
is a variable rate equal to the greater of the Lender's prime rate or the
federal funds rate plus 0.5%. The applicable margin for LIBOR rate loans will
vary from 1.25% to 2.00%. Swingline loans will bear interest at the base rate.
During the existence of an event of default, loans will bear additional interest
of 2.00% per year.

We paid the Lenders an amendment fee equal to $50,000 on the effective date of
the 2005 Loan Agreement and an amendment fee equal to $75,000 on November 1,
2005 in connection with the first amendment. We also will pay a facility fee,
payable on a quarterly basis in the amount equal to 0.25% of the unused portion
of the revolving credit facility. If we utilize any letters of credit, we will
pay a fronting fee equal to 0.125% of the face amount of each letter of credit,
as well as a letter of credit fee equal to the aggregate undrawn amount of the
letter of credit multiplied by the LIBOR margin in effect on the date the letter
of credit is issued.

The 2005 Loan Agreement includes certain covenants, including, without
limitation, restrictions on the use of proceeds of any loans, as described
above. The 2005 Loan Agreement also requires compliance with certain financial
covenants based on our minimum interest coverage (the ratio of EBIT minus
dividends and income tax expense to interest expense), minimum EBITDA (as
defined in the 2005 Loan Agreement and as adjusted for, among other things,
approved acquisitions and the SEC settlement charge, as discussed in Note 1) and
our ratio of total indebtedness to EBITDA (as so adjusted). The 2005 Loan
Agreement also requires compliance with certain operating and other covenants
which limit, without first obtaining written consent of the lenders, among other
things, the ability of TALX and our subsidiaries to incur additional debt (with
specified exceptions), sales of assets, changes in our capital structure,
affiliated transactions, acquisitions, and distributions to our shareholders.
The 2005 Loan Agreement generally prohibits the payment of cash dividends,
except for cash dividends not in excess of six cents per share per calendar
quarter, up to a maximum of $7.5 million per fiscal year so long as we are not
in default at the time of the declaration. The 2005 Loan Agreement also contains
various representations and warranties, regarding, among others, compliance with
material laws, the accuracy of financial statements and other information
delivered to the Lenders and the absence of material changes.

In the event of a default under the 2005 Loan Agreement, the Lenders may
terminate the commitments made under the Loan Agreement, declare amounts
outstanding, including accrued interest and fees, payable immediately, and
enforce any and all rights and interests.

                                       56


(9) DERIVATIVE FINANCIAL INSTRUMENT

We have entered into an interest rate swap contract which has a notional amount
of $14.0 million at March 31, 2006. Under this contract, we pay a fixed rate of
3.72% and receive a variable rate of LIBOR, which is equal to the LIBOR rate
utilized on our outstanding revolving loans. The notional amount of our interest
rate swap contract steps down over time until its termination on March 31, 2008.
Effective April 14, 2005, in connection with the refinancing of our credit
facility existing at that time, we matched our existing interest rate swap to
our outstanding borrowings. This strategy effectively converts a portion of our
outstanding revolving loans into a fixed rate instrument over the term of the
interest rate swap contract.

The interest rate swap and related gains and losses arising on the contract are
accounted for as a cash flow hedge in accordance with SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities." Specifically, changes in the
fair value of derivative instruments designated as cash flow hedges are deferred
and recorded in other comprehensive income. These deferred gains or losses are
recognized in income when the transactions being hedged are completed.

We do not use financial instruments for trading or speculative purposes.

(10) LEASES

We have non-cancelable operating leases, primarily for office space and office
equipment, that expire through fiscal 2013. Total rent expense for operating
leases was $5.3 million, $6.0 million, and $7.3 million in 2004, 2005 and 2006,
respectively.

Amortization expense associated with assets acquired under capital leases is
included in total depreciation and amortization expense.

The following is a schedule, by year, of the future minimum payments, in
thousands, under operating leases as of March 31, 2006.

                                                                  
Fiscal Year:
   2007...................................................        $5,672
   2008...................................................         4,234
   2009...................................................         3,676
   2010...................................................         2,902
   2011...................................................         2,568
   Thereafter.............................................         5,409
                                                                 -------
Total minimum lease payments..............................       $24,461
                                                                 =======



(11)  INCOME TAXES

Income tax expense consists of the following:



                                                                           MARCH 31,
                                                        -----------------------------------------------
                                                            2004              2005              2006
                                                        -----------       --------------    -----------
                                                                          (IN THOUSANDS)
                                                                                   
Current:
   Federal............................................  $     4,242       $     7,519       $    15,161
   State and local....................................          608             1,311             2,519
Deferred:
   Federal............................................        2,614             2,604             2,602
   State and local....................................          426               453               355
                                                        -----------       -----------       -----------
      Income tax expense from continuing operations...        7,890            11,887            20,637
Discontinued operations...............................          123               380               337
                                                        -----------       -----------       -----------
   Total income tax expense...........................  $     8,013       $    12,267       $    20,974
                                                        ===========       ===========       ===========


Income tax expense differed from the amounts computed by applying the federal
income tax rate of 35% in 2004, 2005 and 2006 to earnings from continuing
operations before income tax expense as a result of the following:

                                       57




                                                                                      MARCH 31,
                                                                         ------------------------------------
                                                                            2004          2005       2006
                                                                         ----------   ----------   ----------
                                                                                    (IN THOUSANDS)
                                                                                          
Computed "expected" tax expense ......................................   $    7,134   $    9,770   $   17,714
Increase in income taxes resulting from:
   State and local income taxes, net of federal income tax benefit ...          672        1,147        1,868
    Adjustment for tax basis in fixed assets .........................           --           --          851
    Non-deductible SEC settlement charge .............................           --          875           --
   Travel and entertainment ..........................................           72           68          140
   Other, net ........................................................           12           27           64
                                                                         ----------   ----------   ----------
                                                                         $    7,890   $   11,887   $   20,637
                                                                         ==========   ==========   ==========


The tax effects of temporary differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities at March 31, 2005 and
2006 are presented below:



                                                                                MARCH 31,
                                                                      ----------------------------
                                                                         2005               2006
                                                                      ----------       -----------
                                                                               (IN THOUSANDS)
                                                                                  
Deferred tax assets:
   Allowance for doubtful accounts................................    $     1,057       $     1,395
   Accrual for compensated absences...............................            577             1,221
   Stock options..................................................            614               470
   Installment sale...............................................            396                --
   Other..........................................................            359               679
                                                                      -----------       -----------
      Total deferred tax assets...................................          3,003             3,765
                                                                      -----------       -----------
Deferred tax liabilities:
   Differences in capitalized software development cost methods...         (1,333)           (1,583)
   Differences in intangible asset amortization methods...........         (9,284)          (15,346)
   Differences in expense recognition methods.....................           (786)           (1,181)
   Depreciation and amortization..................................             --              (628)
   Other..........................................................             --               (81)
                                                                      -----------       -----------
      Total deferred tax liabilities..............................        (11,403)          (18,819)
                                                                      -----------       -----------
      Net deferred tax liabilities................................    $    (8,400)      $   (15,054)
                                                                      ===========       ===========


An income tax benefit totaling approximately $614,000 was charged directly to
shareholders' equity in fiscal year 2005 in connection with the exercise of
stock options. In fiscal year 2006, the following approximate income tax
benefits were charged directly to shareholders' equity: $3.1 million in
connection with the exercise and/or disqualifying disposition of stock options;
$44,000 in connection with disqualifying dispositions under the Employee Stock
Purchase Plan; $40,000 in connection with restricted stock awards; and $963,000
in connection with the exercise of warrants by a third party service provider.

Deferred tax liabilities of approximately $1.1 million in fiscal year 2005 and
$3.3 million in fiscal year 2006 were set up related to stock acquisitions for
differences in the assigned values and the tax bases of acquired assets and
liabilities (other than the portion of goodwill for which amortization is not
deductible for tax purposes). This deferred tax liability is part of the
purchase accounting for the stock acquisitions, and was charged directly to
goodwill.

In assessing the realization of deferred tax assets, we consider whether it is
more likely than not that some portion or all of the deferred tax assets will
not be realized. The ultimate realization of deferred tax assets is dependent
upon the generation of future taxable income during the periods in which those
temporary differences become deductible. We consider the scheduled reversal of
deferred tax liabilities, projected future taxable income and tax planning
strategies in making this assessment. Based upon the level of historical taxable
income and projections for future taxable income over the periods in which the
deferred tax assets are deductible, we believe it is more likely than not we
will realize the benefits of these deductible differences.

TALX operates within multiple taxing jurisdictions and is subject to audit in
those jurisdictions. We are currently under examination by the Internal Revenue
Service for the tax year ended March 31, 2004. We have not received any
assessments from the Internal Revenue Service related to this audit at this
time, and do not expect the results of this examination to have a material
adverse effect on our financial condition or results of operations.

                                       58


(12) SHAREHOLDERS' EQUITY

On January 6, 2005, we declared a 3-for-2 stock split, which was effected in the
form of a 50 percent stock dividend, payable February 17, 2005, to shareholders
of record on January 20, 2005. On November 14, 2005, we declared a 3-for-2 stock
split, which was effected in the form of a 50 percent stock dividend, payable
January 17, 2006 to shareholders of record on December 19, 2005. Earnings per
share and weighted average number of common shares outstanding throughout these
financial statements have been retroactively adjusted for the 3-for-2 stock
splits.

TALX has adopted the 2005 Omnibus Incentive Plan that provides for the issuance
of incentive stock options, non-qualified stock options, restricted stock
grants, stock appreciation rights and performance units. The plan allows for
maximum awards of 4,500,000 shares of common stock, after adjustment for the
3-for-2 stock split. On September 25, 2005, the Board of Directors awarded
55,200 shares of restricted stock under the plan to employees and 15,000 shares
of restricted stock to our outside Directors, after adjustment for the effect of
the 3-for-2 stock split. The weighted average fair value of the restricted
shares on the date of grant was $22.39, after adjustment for the 3-for-2 stock
split. On January 24, 2006, the Board of Directors awarded 97,250 shares of
restricted stock under the plan to employees and 15,000 shares of restricted
stock to our outside Directors, after adjustment for the effect of the 3-for-2
stock split. The weighted average fair value of the restricted shares on the
date of grant was $32.92. The shares awarded to employees and outside Directors
vest evenly over five and three years, respectively. Recipients of restricted
stock pay $0.01 cash consideration per share, have the right to vote all shares
subject to the grant, and have dividend rights with respect to the shares,
whether or not the shares have vested.

TALX had previously adopted a stock option plan for employees that provided for
the issuance of a maximum of 6,860,700 shares of common stock, after adjustment
for the effect of the 3-for-2 stock splits, pursuant to incentive or
non-qualified options. Options were granted by the Board of Directors at prices
not less than fair market value as of the date of the grant. Options vested 20%
per year and expired six to ten years after the date of the grant. In fiscal
year 2006, the Board granted 11,250 options under this plan, after adjustment
for the effect of the 3-for-2 stock split. Upon adoption of the 2005 Omnibus
Incentive Plan, we can make no further awards under the previous stock option
plan.

TALX had also previously adopted a stock option plan for outside Directors that
provided for the issuance of a maximum of 326,700 shares of common stock, after
adjustment for the effect of the 3-for-2 stock splits. On May 10, 2005, the
outside Directors were awarded options in the amount of 2,812 shares each, after
adjustment for the 3-for-2 stock split, at the fair market value as of the date
of the grant. The options vest one year from the date of grant. Options
outstanding amount to 122,379 and 111,933 at March 31, 2005 and 2006,
respectively, after adjustment for the effect of the 3-for-2 stock splits.

The stock option plan for outside Directors also provided for grants of
restricted stock of a total of not more than 12,000 restricted shares per year
to the outside Directors, upon the recommendation of the Compensation Committee
of the Board of Directors. Under this plan, a total of 22,500 shares of
restricted shares were awarded to our outside Directors in fiscal 2005, after
adjustment for the effect of the 3-for-2 stock splits. The restricted shares
vest evenly over 3 years. The weighted average fair value of the restricted
shares on the date of grant was $11.49, after adjustment for the effect of the
3-for-2 stock splits. Recipients of restricted stock pay $0.01 cash
consideration per share, have the right to vote all shares subject to the grant,
and have dividend rights with respect to the shares, whether or not the shares
have vested. Upon adoption of the omnibus incentive plan, we could make no
further awards under the previous stock option plan.

                                       59

After adjustment for the effect of the 3-for-2 stock splits, stock option
activity under the plans for the three years ended March 31, 2006 is as follows:



                                                 WEIGHTED
                                                  AVERAGE
                                     SHARES    EXERCISE PRICE
                                   ---------   --------------
                                         
Outstanding at March 31, 2003...   3,600,671             5.86
   Granted......................   1,138,500             7.17
   Cancelled....................    (308,060)            7.55
   Exercised....................    (353,037)            2.67
                                   ---------
Outstanding at March 31, 2004...   4,078,074             6.43
   Granted......................     425,245            11.74
   Cancelled....................    (314,752)            6.79
   Exercised....................    (453,984)            5.13
                                   ---------
Outstanding at March 31, 2005...   3,734,583             7.10
   Granted......................      25,310            14.28
   Cancelled....................     (91,013)            8.77
   Exercised....................    (556,610)            5.62
                                   ---------
Outstanding at March 31, 2006...   3,112,270             7.37
                                   =========




                                      OPTIONS OUTSTANDING                     OPTIONS EXERCISABLE
                           ---------------------------------------------   --------------------------
                                       WEIGHTED AVERAGE
                                          REMAINING          WEIGHTED                     WEIGHTED
                           NUMBER OF   CONTRACTUAL LIFE      AVERAGE       NUMBER OF      AVERAGE
 RANGE OF EXERCISE PRICE    SHARES         (YEARS)        EXERCISE PRICE     SHARES    EXERCISE PRICE
- ------------------------   ---------   ----------------   --------------   ---------   --------------
                                                                        
$    0.00   --     1.69      288,098          2.3         $         1.35     288,098   $         1.35
     1.69   --     3.38      185,477          3.1                   2.00     185,477             2.00
     3.38   --     5.07      240,063          4.1                   3.76     240,063             3.76
     5.07   --     6.76      406,799          6.8                   5.83     137,250             5.84
     6.76   --     8.45      625,858          5.9                   7.48     337,520             7.52
     8.45   --    10.14      590,320          7.7                   8.64     234,822             8.68
    10.14   --    11.83      518,354          5.1                  10.68     393,013            10.69
    11.83   --    15.21      243,241          8.8                  13.76      48,147            13.76
    15.21   --    16.90       14,060          5.1                  16.90          --               --
                           ---------                                       ---------
                           3,112,270                                       1,864,390
                           =========                                       =========


In May 1999, we entered into an agreement with a third party, under which they
provided us with strategic advisory services. Pursuant to that agreement, we
issued them warrants to purchase a total of 68,062 shares of our common stock at
an exercise price of $3.21 per share, after adjustment for the effect of the
2005 3-for-2 stock split. All 68,062 warrants were exercised in fiscal year
2006, prior to the record date of the 2006 3-for-2 stock split.

During fiscal 1997, shareholders approved the TALX Corporation 1996 Employee
Stock Purchase Plan (ESPP), which was amended in 1998 and 2000 and amended and
restated in 2001. The ESPP allows eligible employees the right to purchase
common stock on a quarterly basis at the lower of 85% of the market price at the
beginning or end of each three-month offering period. Of the 2,041,875 shares of
common stock shares reserved for the ESPP, after adjustment for the effect of
the 3-for-2 stock splits, there were 613,594 shares remaining at March 31, 2006.

On May 10, 2005, our Board of Directors authorized us to repurchase up to three
million shares of our stock, after adjustment for the 3-for-2 stock split, in
the open market, or through privately negotiated transactions during the
36-month period ending May 9, 2008, subject to market conditions and other
factors. Under this plan, we have repurchased a cumulative total of 56,700
shares of our common stock, as adjusted for the 3-for-2 stock split. All shares
repurchased have been reissued in connection with restricted stock grants.

During fiscal 2001, we began paying dividends on our common stock on a quarterly
basis. After adjustment for the effect of the 3-for-2 stock splits, dividends of
$0.09, $0.11 and $0.13 per share were declared and dividends of $0.08, $0.10 and
$0.12 per share were paid to shareholders during fiscal years 2004, 2005 and
2006, respectively. Any future determination to pay dividends will be at the
discretion of our Board of Directors and will depend upon our earnings, capital
requirements, operating and financial condition, restrictions in our Loan
Agreement, and such other factors as the board may deem relevant.

                                       60


(13) EARNINGS PER SHARE

Basic earnings per share is computed using the weighted average number of common
shares outstanding during the period. Diluted earnings per share reflects the
incremental increase in common shares outstanding assuming the exercise of all
employee stock options and warrants that would have had a dilutive effect on
earnings per share and the dilutive effect of all restricted stock. The weighted
average number of shares is based on common stock outstanding for basic earnings
per share and common stock outstanding, restricted stock outstanding, and common
stock options and warrants for diluted earnings per share in periods when such
common stock options and warrants are not antidilutive. As of March 31, 2005 and
2006, stock options to purchase 272,679 and 0 shares, respectively, were not
dilutive and, therefore, were not included in the computations of diluted
earnings per share amounts.

On January 6, 2005, we declared a 3-for-2 stock split, which was effected in the
form of a 50 percent stock dividend, payable February 17, 2005, to shareholders
of record January 20, 2005. On November 14, 2005, we declared a 3-for-2 stock
split, which was effected in the form of a 50 percent stock dividend, payable
January 17, 2006 to shareholders of record on December 19, 2005. Earnings per
share and weighted average number of common shares outstanding throughout this
Annual Report on Form 10-K have been retroactively adjusted for the 3-for-2
stock splits.



                                                                       YEARS ENDED MARCH 31,
                                                                  -------------------------------
                                                                      2005              2006
                                                                  ------------    ---------------
                                                                  (IN THOUSANDS, EXCEPT SHARE AND
                                                                       PER SHARE INFORMATION)
                                                                            
BASIC EARNINGS PER SHARE:
Net earnings:
   Continuing operations ......................................   $     16,028    $        29,975
   Discontinued operations ....................................            582                515
                                                                  ------------    ---------------
      Net earnings ............................................   $     16,610    $        30,490
                                                                  ============    ===============

Weighted average number of common shares outstanding ..........     31,383,017         31,814,015
Less: weighted average number of treasury shares ..............       (428,388)           (38,046)
                                                                  ------------    ---------------
   Weighted average number of common and common
      equivalent shares outstanding ...........................     30,954,629         31,775,969
                                                                  ============    ===============

Basic earnings per common share:
   Continuing operations ......................................   $       0.52    $          0.94
   Discontinued operations ....................................           0.02               0.02
                                                                  ------------    ---------------
      Net earnings ............................................   $       0.54    $          0.96
                                                                  ============    ===============

DILUTED EARNINGS PER SHARE:
Net earnings:
   Continuing operations ......................................   $     16,028    $        29,975
   Discontinued operations ....................................            582                515
                                                                  ------------    ---------------
      Net earnings ............................................   $     16,610    $        30,490
                                                                  ============    ===============

Weighted average number of common shares outstanding ..........     31,383,017         31,814,015
Weighted average number of restricted shares ..................          9,617             46,358
Weighted average number of shares issuable under employee stock
     purchase plans............................................         16,506             10,549
Dilutive effect of the exercise of stock options ..............      1,388,966          1,995,775
Dilutive effect of the exercise of warrants ...................         82,961                 --
Less: weighted average number of treasury shares ..............       (428,388)           (38,046)
                                                                  ------------    ---------------
   Weighted average number of common and common
      equivalent shares outstanding ...........................     32,452,679         33,828,651
                                                                  ============    ===============

Diluted earnings per common share:
   Continuing operations ......................................   $       0.49    $          0.89
   Discontinued operations ....................................           0.02               0.01
                                                                  ------------    ---------------
      Net earnings ............................................   $       0.51    $          0.90
                                                                  ============    ===============


                                       61


(14) DISCONTINUED OPERATIONS

On April 21, 2003, the Board of Directors granted management the authority to
dispose of the Human Resources and Benefits Application Services business.
Accordingly, it was determined that this business met the requirements to be
presented as a discontinued operation.

On April 22, 2003 we transferred substantially all of the assets of our Human
Resources and Benefits Application Services business to Workscape, Inc., a
Massachusetts-based provider of benefits and workforce management solutions. The
primary product of this line of services, the benefits enrollment business,
provides a customized solution for clients' employees to enroll in an employer's
benefits programs and make changes to their personal information and benefits
elections, all by means of the Internet or by telephone. Workscape, Inc. hired
all of the employees directly related to the benefits enrollment business.

The transaction was structured as a transfer of assets under contract for sale
with no initial down-payment and the purchase price to be paid over a three-year
period, based on a client retention formula. Proceeds were anticipated to be
between $2.0 million and $6.0 million. While the contract did not specify a
minimum guaranteed amount, we secured a $2.0 million note from Workscape, Inc.
As of March 31, 2006, we had received payment in full on the note, $135,000 of
interest payments in connection with the note, and $793,000 in additional
consideration.

All assets and liabilities of this business, both the portion of the business
transferred under contract to Workscape, Inc. (approximately 90% of the assets)
and the remaining approximately 10% of assets that were transferred to another
third party, along with related transaction costs, were recorded on our
consolidated balance sheet as net assets of business held for sale. We recorded
cash received under the asset purchase agreement first to reduce the recorded
value of net assets of business held for sale and then to reflect gain on the
sale of the business.

In connection with the transfer, we provided Workscape, Inc., for agreed-upon
fees, with various transition services related to the operation of the benefits
enrollment business through December 2005. These fees, offset by costs to
deliver the service, were recorded first to reduce the recorded value of net
assets of business held for sale and then to reflect gain on the sale of the
business. As of December 31, 2005, we are no longer providing transition
services related to this business.

The historical results of operations for this business have been reclassified to
earnings from discontinued operations on our consolidated statement of earnings.

The results of operations for this business for the years ended March 31, 2004,
2005 and 2006 were as follows:



                                                         MARCH 31,
                                                   --------------------
                                                    2004   2005    2006
                                                   -----   -----   ----
                                                      (IN THOUSANDS)
                                                          
Revenues........................................   $  --   $  --   $ --
                                                   =====   =====   ====

Earnings (loss)  from discontinued operations...     281      25     (1)
Gain on disposal of discontinued operations.....      41     937    853
                                                   -----   -----   ----
   Earnings from discontinued operations........     322     962    852
Income tax expense..............................     123     380    337
                                                   -----   -----   ----
   Net earnings from discontinued operations....   $ 199   $ 582   $515
                                                   =====   =====   ====


(15) EMPLOYEE BENEFIT PLAN

We sponsor a profit-sharing/401(k) plan. The plan covers substantially all of
our employees. Employees may contribute up to 50% of pre-tax compensation to the
plan. We make contributions to the plan, subject to ERISA limitations, up to
2.4% of employees' earnings. There is a three-year graded vesting schedule for
employer matching contributions. Participants direct the investment of both
employee deferral and employer matching contributions among a variety of
investment choices. The plan does not hold company stock. Total expense under
the plan for the years ended March 31, 2004, 2005 and 2006 was $831,000, $1.0
million, and $1.2 million, respectively.

                                       62


(16) COMMITMENTS AND CONTINGENCIES

We are a defendant from time to time in lawsuits. Based on information currently
available, we believe that no current proceedings, individually or in the
aggregate, will have a material adverse effect upon us. On March 3, 2005, we
agreed with the SEC, without admitting of denying any liability, to pay one
dollar in disgorgement and, pursuant to a court order, to pay a $2.5 million
civil penalty, and not to violate certain provisions of the federal securities
laws in the future.

(17) BUSINESS SEGMENT INFORMATION

As a result of recent acquisitions, in the third quarter of fiscal year 2006, we
determined that we operate in four business segments. The presentation of
segment information reflects the manner in which management organizes segments
for making operating decisions and assessing performance. The Company's Chief
Operating Decision Maker and Board of Directors review gross profit for the
Company's business units. The Company's Chief Operating Decision Maker and Board
of Directors only review profit and loss information after gross profit on a
consolidated basis to assess performance, make overall operating decisions and
make resource allocations. The Company's business units are closely interrelated
in their activities and share services such as order entry, billing, technical
services, network facilities, telecommunications, purchasing and information
technology facilities. As a result, it is impractical and provides no value to
allocate costs of all of these services to the business units or to allocate any
of the underlying assets to the businesses. Additionally, the Company's Chief
Operating Decision Maker and its principal officers participate in a cash bonus
program which rewards performance based upon consolidated Company results.

As of March 31, 2006, the Company's operations are conducted principally through
business segments comprised of: The Work Number services, unemployment tax
management, tax credits and incentives, and maintenance and support. The Work
Number services include our employment and income verification services, W-2
management services (which include initial distribution, reissue and correction
of W-2 forms), paperless pay services that enable employees to electronically
receive pay statement information as well as review and change direct deposit
account or W-4 information, integrated electronic time capture and reporting
services, paperless new-hire services to bring new workers on board using
electronic forms, and I-9 management services designed to help clients
electronically comply with the immigration laws that requires employers to
complete an I-9 form for each new hire. Our unemployment tax management segment
includes our unemployment and claims management and unemployment tax planning
services. Tax credits and incentives includes the identification, calculation,
and processing of certain federal, state and local tax credits for our clients.
Our fourth segment, maintenance and support, relates to a business the Company
is phasing out. There are no intersegment sales, and we do not allocate assets
to the segments.

Prior period information has been reclassified to reflect the establishment of
the unemployment tax management segment and the tax credits and incentives
segment, which were previously presented together as one segment.

                                       63


Summary by Business Segments:



                                                                          YEARS ENDED MARCH 31,
                                                                    ---------------------------------
                                                                      2004        2005        2006
                                                                    ---------   ---------   ---------
                                                                              (IN THOUSANDS)
                                                                                   
Net revenue:
    The Work Number services.....................................   $  46,608   $  65,373   $  91,331
    Unemployment tax management .................................      73,008      85,009     100,826
    Tax credits and incentives ..................................         659       5,199      13,594
    Maintenance and support......................................       4,120       2,814       1,676
                                                                    ---------   ---------   ---------
       Total revenue.............................................   $ 124,395   $ 158,395   $ 207,427
                                                                    =========   =========   =========
Gross profit:

    The Work Number services.....................................   $  32,661   $  46,728   $  69,992
    Unemployment tax management .................................      35,217      41,309      50,243
    Tax credits and incentives ..................................         464       3,835       8,888
    Maintenance and support......................................       2,800       1,806       1,324
                                                                    ---------   ---------   ---------
       Total gross profit........................................      71,142      93,678     130,447
Selling and marketing expenses...................................     (23,862)    (27,693)    (32,700)
General and administrative expenses..............................     (26,052)    (32,845)    (42,658)
SEC settlement charge............................................          --      (2,500)         --
                                                                    ---------   ---------   ---------
       Operating income..........................................      21,228      30,640      55,089
Net interest expense.............................................        (848)     (2,720)     (4,472)
Other income (expense)...........................................           3          (5)         (5)
                                                                    ---------   ---------   ---------
       Earnings from continuing operations before income taxes...   $  20,383   $  27,915   $  50,612
                                                                    =========   =========   =========


(18) SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during the year for interest totaled $756,000, $2.6 million, and $5.1
million for the years ended March 31, 2004, 2005 and 2006, respectively. Cash
paid during the year for income taxes totaled $4.7 million, $11.5 million, and
$11.3 million for the years ended March 31, 2004, 2005 and 2006, respectively.

(19) RELATED PARTY TRANSACTION

James W. Canfield, the son of our Chairman, President and Chief Executive
Officer, is employed in a non-executive position with our Company as Director of
Product Management. Mr. Canfield has a current annual salary of $125,000 and is
eligible for a bonus of approximately $46,000 based upon certain performance
goals. This bonus can decrease or increase based on the percentage achievement
of these performance goals. Mr. Canfield is also eligible annually for an award
of restricted stock. Both the bonus and restricted stock awards are granted
under standard corporate compensation plans and are consistent with payments
made to director-level managers at Mr. Canfield's level. For fiscal 2006, Mr.
Canfield received $115,600 in salary, approximately $42,000 in bonus and 1,700
shares of restricted stock for his services to the Company.

(20) SUBSEQUENT EVENTS

ACQUISITION

Pursuant to an acquisition agreement dated April 6, 2006, we acquired
Performance Assessment Network, Inc., a provider of secure, electronic-based
psychometric testing and assessments, as well as comprehensive talent management
services, for approximately $75 million, including transaction costs, subject to
certain post-closing adjustments. The purchase price was determined based on
arms'-length negotiations, and was paid in cash financed through our 2005 Loan
Agreement as discussed above in Note 8.

                                       64

 The acquisition agreement provides for indemnification of the Company by the
sellers for certain pre-closing liabilities and obligations of the business,
subject to certain limitations. An escrow account, maintained pursuant to the
terms of the escrow agreement, is also available until eighteen months following
the purchase to satisfy the indemnification obligations under the purchase
agreement, subject to certain limitations described in the acquisition
agreement. Of the purchase price, $10.0 million was paid into the escrow
account.

AMENDMENT TO LOAN AGREEMENT

On April 6, 2006, we entered into the second amendment to the 2005 Loan
Agreement which expanded the availability under our revolving line of credit to
$200 million and provided for mandatory prepayments and commitment reductions
under certain circumstances, as well as an accordion feature that permits
restoration of the $200 million availability under certain circumstances. There
are procedures, including limitations on the timing and increments, associated
with such a commitment increase request. The second amendment also revised and
updated other terms, including the terms of some of the financial covenants
under the Loan Agreement.

On May 25, 2006, concurrently with the issuance and sale of the $75.0 principal
amount of Senior Guaranteed Notes due May 25, 2014, which we refer to as the
"Notes," we entered into a $150.0 million third amended and restated loan
agreement, which we refer to as the "2006 Loan Agreement," with the Lenders to
replace the 2005 Loan Agreement and refinance in full the $112.4 million
outstanding loan balance on May 25, 2006, after giving effect to the repayment
of $74.2 million of loans from the proceeds of the Notes. The 2006 Loan
Agreement established a $150.0 million revolving line of credit and provided for
the issuance of letters of credit and swingline loans. The 2006 Loan Agreement
includes an accordion feature that permits us to increase availability to $200
million under certain circumstances. There are procedures, including limitations
on the timing and increments, associated with such a commitment increase
request. In conjunction with the 2006 Loan Agreement, the Lenders released their
security interests in our and our subsidiaries' assets and the stock of our
subsidiaries, which had existed under the 2005 Loan Agreement.

The proceeds of loans made under the 2006 Loan Agreement may be used solely to
refinance loans outstanding under the 2005 Loan Agreement and for working
capital, permitted capital expenditures, as the source for payment of our
obligations with respect to letters of credit, to pay the transaction costs of
the 2006 Loan Agreement, to finance permitted acquisitions meeting specified
criteria, and to finance certain repurchases of our capital stock subject to
specified limitations. The 2006 Loan Agreement is absolutely and unconditionally
guaranteed by our material subsidiaries.

We may make prepayments on advances under the revolving credit facility without
penalty, provided we give at least one business day's notice, pay accrued
interest and otherwise make the applicable lenders whole. As the 2006 Loan
Agreement is a revolving credit facility, there are no scheduled minimum
principal repayments in fiscal years 2006 through 2010. All amounts outstanding
under the credit facility are due and payable on April 14, 2010.

Advances under the revolving credit facility bear interest at rates we select,
including a base rate or the LIBOR rate plus an applicable margin. The base rate
is a variable rate equal to the greater of the Lender's prime rate or the
federal funds rate plus 0.5%. The applicable margin for LIBOR rate loans will
vary from 1.00% to 1.75%. Swingline loans will bear interest at the base rate.
During the existence of an event of default, loans will bear additional interest
of 2.00% per year.

We will pay a facility fee, payable on a quarterly basis in the amount equal to
0.25% of the unused portion of the revolving credit facility. If we utilize any
letters of credit, we will pay a fronting fee equal to 0.125% of the face amount
of each letter of credit, as well as a letter of credit fee equal to the
aggregate undrawn amount of the letter of credit multiplied by the LIBOR margin
in effect on the date the letter of credit is issued. In connection with the
second amendment to the 2005 Loan Agreement, we paid the Lenders amendment fees
in the aggregate amount of $55,000 on the effective date.

                                       65


The 2006 Loan Agreement includes certain covenants, including, without
limitation, restrictions on the use of proceeds of any loans, as described
above. The 2006 Loan Agreement also requires compliance with certain financial
covenants based on our minimum interest coverage (the ratio of EBIT minus
dividends and income tax expense to interest expense), minimum EBITDA (as
defined in the 2006 Loan Agreement and as adjusted for, among other things,
approved acquisitions) and our ratio of total indebtedness to EBITDA (as so
adjusted). The 2006 Loan Agreement also requires compliance with certain
operating and other covenants which limit, without first obtaining written
consent of the lenders, among other things, the ability of TALX and our
subsidiaries to incur additional debt (with specified exceptions), sales of
assets, changes in our capital structure, affiliate transactions, acquisitions,
and distributions to our shareholders. The 2006 Loan Agreement generally
prohibits the payment of cash dividends, except for cash dividends not in excess
of six cents per share per calendar quarter, up to a maximum of $7.5 million per
fiscal year so long as we are not in default at the time of the declaration. The
2006 Loan Agreement also contains various representations and warranties,
regarding, among others, compliance with material laws, the accuracy of
financial statements and other information delivered to the Lenders and the
absence of material changes.

In the event of a default under the 2006 Loan Agreement, the Lenders may
terminate the commitments made under the Loan Agreement, declare amounts
outstanding, including accrued interest and fees, payable immediately, and
enforce any and all rights and interests.

NOTE PLACEMENT

On May 25, 2006, we entered into a Note Purchase Agreement with several
institutional investors for the issuance and sale by TALX in a private placement
of Senior Guaranteed Notes due May 25, 2014 (the "Notes") in an aggregate
principal amount of $75.0 million (the "Note Purchase Agreement"). We used the
proceeds from the sale of the Notes to repay outstanding loans in the amount of
$74.2 million under the 2005 Loan Agreement.

We are required to repay the principal amount of the Notes in five annual
installments commencing on May 25, 2010 with the final payment of all principal
then outstanding on May 25, 2014. We may prepay the Notes subject to certain
restrictions and the payment of a make-whole amount. In addition, we may be
required by the holders of the Notes to prepay the Notes upon the occurrence of
a Change of Control, as defined in the Note Purchase Agreement. Under certain
circumstances, we may also be required to use proceeds of certain asset
dispositions to prepay a portion of the Notes.

Interest on the Notes of 6.89% per annum is payable semiannually until the
principal becomes due and payable, provided, that the interest rate increases by
0.45% unless we increase equity capital by $75 million before September 30,
2006; provided further, if such increase takes place after September 30, 2006
and before September 30, 2007, then on and after the first day of the next
fiscal quarter following the fiscal quarter in which such equity capital was
raised, such additional interest will no longer accrue and be payable, and the
interest rate on the Notes will return to 6.89% per annum, subject in any event
to the immediately following sentence. To the extent permitted by law, upon the
occurrence of an event of default, interest accrues on any amount due at a rate
equal to the greater of 8.89% or 2.0% over prime as announced by LaSalle Bank
National Association. Our obligations with respect to the Notes and the Note
Purchase Agreement are absolutely and unconditionally guaranteed by our material
subsidiaries.

The Note Purchase Agreement contains customary covenants, including compliance
with laws, maintenance of insurance, keeping of books, conduct of business,
maintenance of properties, payment of taxes, inspection of records, furnishing
of quarterly and annual financial statements, quarterly compliance certificates
and other financial information.

The Note Purchase Agreement also contains customary restrictive covenants
including certain restrictions on transactions with affiliates, our Consolidated
Net Worth (as defined in the Note Purchase Agreement), other indebtedness,
including that of guarantor subsidiaries, our ratio of Consolidated Income
Available for Fixed Charges to Consolidated Fixed Charges (as defined in the
Note Purchase Agreement), our ratio of Consolidated Debt to Consolidated
Operating Cash Flow (as defined in the Note Purchase Agreement), liens and
encumbrances, consolidations and mergers, and sales of assets.

Except as described below, upon the happening of an event of default under the
Note Purchase Agreement, the holder or holders of more than 50% in principal
amount of the Notes at the time outstanding may at any time at its or their
option, by notice or notices to us, declare all the Notes then outstanding to be
immediately due and payable. If an event of default with respect to the payment
of principal or interest on the Notes occurs, any holder or holders of the Notes
at the time outstanding

                                       66


affected by such event of default may at any time at its or their option, by
notice or notices to us, declare all of the Notes held by it or them to be
immediately due and payable. If an event of default with respect to bankruptcy
proceedings occurs, all of the Notes then outstanding will become immediately
due and payable without any declaration or other act on the part of any holders
of the Notes.

                                       67


(21) SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

Summarized quarterly data is set forth in the following tables.



                                                                 FISCAL 2005
                                                 --------------------------------------------
                                                 JUNE 30,    SEPT. 30,   DEC. 31,   MARCH 31,
                                                   2004        2004       2004        2005
                                                 ---------   ---------   --------   ---------
                                                    (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                                        
Total revenues................................   $ 36,061    $  36,630   $ 39,840   $  45,864
Gross margin..................................     20,503       21,594     24,141      27,440
Net earnings from continuing operations.......        198        3,930      4,813       7,087
Net earnings..................................        356        4,059      4,966       7,229

Basic earnings per share:
    Net earnings from continuing operations...       0.01         0.13       0.16        0.23
    Net earnings .............................       0.01         0.13       0.16        0.23

Diluted earnings per share:
    Net earnings from continuing operations...       0.01         0.12       0.15        0.21
    Net earnings .............................       0.01         0.13       0.15        0.22




                                                                 FISCAL 2006
                                                 --------------------------------------------
                                                 JUNE 30,    SEPT. 30,   DEC. 31,   MARCH 31,
                                                   2005        2005       2005        2006
                                                 ---------   ---------   --------   ---------
                                                    (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                                        
Total revenues................................   $  46,794   $  48,344   $ 52,332   $  59,957
Gross margin..................................      29,202      30,799     33,149      37,297
Net earnings from continuing operations.......       6,425       7,151      7,422       8,977
Net earnings..................................       6,627       7,177      7,644       9,042

Basic earnings per share:
    Net earnings from continuing operations...        0.20        0.23       0.23        0.28
    Net earnings .............................        0.21        0.23       0.24        0.28

Diluted earnings per share:
    Net earnings from continuing operations...        0.19        0.21       0.22        0.26
    Net earnings..............................        0.20        0.21       0.22        0.26


On January 6, 2005, we declared a 3-for-2 stock split, which was effected in the
form of a 50 percent stock dividend, payable February 17, 2005, to shareholders
of record on January 20, 2005. On November 14, 2005, we declared a 3-for-2 stock
split, which was effected in the form of a 50 percent stock dividend, payable
January 17, 2006 to shareholders of record on December 19, 2005. Earnings per
share and weighted average number of common shares outstanding throughout this
Annual Report on Form 10-K have been retroactively adjusted for the 3-for-2
stock splits.

                                       68


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES:

Our management, including our Chairman, President and Chief Executive Officer
and our Senior Vice President, Chief Financial Officer and Assistant Secretary,
performed an evaluation of the effectiveness of our disclosure controls and
procedures (as defined in Exchange Act Rule 13a-15(e)), as of March 31, 2006,
and determined that such controls and procedures are effective as of that date
to provide reasonable assurance that the information required to be disclosed by
us in the reports we file under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the Securities and Exchange Commission. They have also determined in their
evaluation that there was no significant change in our internal control over
financial reporting during the quarter ended March 31, 2006 that has materially
affected or is reasonably likely to materially affect our internal control over
financial reporting.

It should be noted that while our management, including the Chairman, President
and Chief Executive Officer and the Senior Vice President, Chief Financial
Officer and Assistant Secretary, believe our disclosure controls and procedures
provide a reasonable level of assurance, they do not expect that our disclosure
controls and procedures or internal controls will prevent all error and all
fraud. A control system, no matter how well conceived or operated, can provide
only reasonable, not absolute, assurance that the objectives of the control
system are met. Further, the design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within the Company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override of the controls. The design of any system of controls is based in part
upon certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions; over time, controls may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.

The information contained in Management's Report on Internal Control over
Financial Reporting and the Report of Independent Registered Public Accounting
Firm regarding such Management's Report contained in "Item 8 - Financial
Statements and Supplementary Data" are incorporated by reference herein.

ITEM 9B. OTHER INFORMATION

As discussed above under "Item 7 - Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital Resources
- - Long-Term Debt," which discussion is incorporated by reference in this Item
9B, on May 25, 2006, we completed a private sale of notes and amended and
restated our loan agreement with our lenders.

                                       69


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Information regarding directors and executive officers of the Company is
contained under the captions "Nominees and Continuing Directors," "Committees
and Meetings of the Board of Directors," "Executive Officers," "Section 16(a)
Beneficial Ownership Reporting Compliance" and "Code of Business Ethics"
included in the Proxy Statement for the 2006 Annual Meeting of Shareholders,
which information is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION.

Information regarding executive compensation is contained under the caption
"Executive Compensation," "Compensation Committee Interlocks and Insider
Participation," "Equity Compensation Plan Information," "Shareholder Approved
Equity Compensation," "Non-Shareholder Approved Equity Compensation,"
"Employment and Severance Agreements" and "Director Compensation" included in
the Proxy Statement for the 2006 Annual Meeting of Shareholders, which
information is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

Information regarding security ownership of certain beneficial owners and
management and related stockholder matters is contained under the captions
"Equity Compensation Plan Information," "Shareholder Approved Equity
Compensation," "Non-shareholder Approved Equity Compensation," "Common Stock
Ownership of Directors, Nominees and Officers," and "Common Stock Ownership of
Certain Beneficial Owners" included in the Proxy Statement for the 2006 Annual
Meeting of Shareholders, which information is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Information regarding certain relationships and related transactions is
contained under the caption "Certain Relationships and Related Party
Transactions" included in the Proxy Statement for the 2006 Annual Meeting of
Shareholders, which information is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Information regarding principal accountant fees and services is contained under
the caption "Ratification of Appointment of Independent Registered Public
Accounting Firm" included in the Proxy Statement for the 2006 Annual Meeting of
Shareholders, which information is incorporated herein by reference.

                                       70


                                     PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)   The following documents are filed as part of this report:

      (1)   Financial Statements
            See "Item 8 -- Index to Consolidated Financial Statements."

      (2)   Financial Statement Schedules
            None; such schedules have been omitted because of the absence of
            conditions under which they are required or because the information
            is included in the financial statements or notes thereto.

      (3)   Exhibits
            See Exhibit Index for the exhibits filed as part of or incorporated
            by reference into this report.

            We agree to furnish to the Securities and Exchange Commission a copy
            of any long-term debt instruments for which the total amount of
            securities authorized thereunder does not exceed 10% of the total
            assets of us and our subsidiaries on a consolidated basis.

                                       71


                                   SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                              TALX CORPORATION

                              By:   /s/ WILLIAM W. CANFIELD
                                    --------------------------------------------
                              William W. Canfield
                              Chairman, President and Chief Executive Officer
                              (Principal Executive Officer)
                              May 31, 2006

                              By:   /s/ L. KEITH GRAVES
                                    --------------------------------------------
                              L. Keith Graves
                              Senior Vice President, Chief Financial Officer and
                              Assistant Secretary
                              (Principal Financial and Accounting Officer)
                              May 31, 2006

Pursuant to the requirements of the Securities Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated:

                                                                                     
/s/ WILLIAM W. CANFIELD   Chairman, President, Chief Executive Officer and Director        May 31, 2006
- -----------------------
William W. Canfield       (Principal Executive Officer)

/s/ L. KEITH GRAVES       Senior Vice President, Chief Financial Officer, and Assistant    May 31, 2006
- -------------------
L. Keith Graves           Secretary
                          (Principal Financial Officer and Principal Accounting Officer)

/s/ RICHARD F. FORD       Director                                                         May 31, 2006
- -------------------
Richard F. Ford

/s/ TONY G. HOLCOMBE      Director                                                         May 31, 2006
- --------------------
Tony G. Holcombe

/s/ CRAIG E. LABARGE      Director                                                         May 31, 2006
- --------------------
Craig E. LaBarge

/s/ EUGENE M. TOOMBS      Director                                                         May 31, 2006
- --------------------
Eugene M. Toombs

/s/ M. STEVE YOAKUM       Director                                                         May 31, 2006
- -------------------
M. Steve Yoakum



                                       72


                                  EXHIBIT INDEX



EXHIBIT NO.
- -----------
           
        2.1   Asset Purchase Agreement by and among TALX Corporation and Sheakley-Uniservice, Inc., Sheakley Interactive
              Services, LLC and Larry Sheakley, incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed
              April 15, 2004+

        2.2   Escrow Agreement by and among TALX Employer Services, LLC, TALX Corporation, Sheakley-Uniservice, Inc., Sheakley
              Interactive Services, LLC and LaSalle Bank National Association dated as of March 31, 2004, incorporated by
              reference to Exhibit 2.2 to our Current Report on Form 8-K filed April 15, 2004

        2.3   Transition Services Agreement by and between TALX Employer Services, LLC, TALX Corporation, Sheakley-Uniservice, Inc.,
              Sheakley Interactive Services, LLC dated as of March 31, 2004, incorporated by reference to Exhibit 2.3 to our Current
              Report on Form 8-K filed April 15, 2004 +

        2.4   Acquisition Agreement, dated April 6, 2006, by and among TALX Corporation, the shareholders of Performance Assessment
              Network, Inc., and Douglas E. Cole, as representative of such shareholders, incorporated by reference to our Current
              Report on Form 8-K filed April 7, 2006 (File No. 000-21465) +

        3.1   Restated Articles of Incorporation of TALX Corporation, as amended, incorporated by reference to Exhibit 3.1 to our
              Current Report on Form 8-K filed September 14, 2005 (File No. 000-21465)

        3.2   Bylaws of TALX Corporation, incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q for the
              period ended December 31, 2001 (File No. 000-21465)

        4.1   See Exhibit 3.1

        4.2   Form of Senior Guaranteed Note due 2014 (included as Exhibit 1 to Note Purchase Agreement attached as Exhibit 10.46)

       10.1   Form of Incentive Stock Option Agreement, incorporated by reference to Exhibit 10.2 to our Registration Statement on
              Form S-1 (File No. 333-10969) ++

       10.2   TALX Corporation Amended and Restated 1994 Stock Option Plan, incorporated by reference to Exhibit 10.2 to our
              Registration Statement on Form S-1 (File No. 333-10969) ++

       10.3   Form of Non-Qualified Stock Option Agreement, incorporated by reference to Exhibit 10.4 to our Registration Statement
              on Form S-1 (File No. 333-10969) ++

       10.4   TALX Corporation Outside Directors' Stock Option Plan, incorporated by reference to Exhibit 10.6 to our Registration
              Statement on Form S-1 (File No. 333-10969) ++

     10.4.1   Amendment to TALX Corporation Outside Directors' Stock Option Plan, incorporated by reference to Exhibit 10.6.1 to our
              Annual Report on Form 10-K for the year ended March 31, 2001 (File No. 000-21465) ++

     10.4.2   Second Amendment to TALX Corporation Outside Directors' Stock Option Plan, incorporated by reference to our Schedule
              14A filed July 23, 2004 (File No. 000-21465) ++

       10.5   Form of Director Stock Option Agreement, incorporated by reference to Exhibit 10.7 to our Annual Report on Form 10-K
              for the year ended March 31, 1998 (File No. 000-21465) ++

       10.6   Lease dated March 28, 1996 by and between TALX Corporation and Stephen C. Murphy, Thomas W. Holley, Arthur S. Margulis
              and Samuel B. Murphy, Trustee of the Samuel B. Murphy Revocable Living Trust UTA
              1/9/91, dba "Adie Road Partnership," incorporated by reference to Exhibit 10.10 to our Registration
              Statement on Form S-1 (File No. 333-10969)

      10.12   Employment Agreement between TALX Corporation and Mr. Canfield, incorporated by reference to
              Exhibit 10.21 to Amendment No. 2 to our Registration Statement on Form S-1 (File No. 333-10969) ++


                                       73


           
      10.19   License Agreement by and between A2D, L.P. and TALX Corporation, dated as of April 1, 2001,
              incorporated by reference to exhibit 10.26 to our Annual Report on Form 10-K for the year
              ended March 31, 2001 (File No. 000-21465) *

      10.29   TALX Corporation 2004-2006 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 to
              our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 (File No. 000-21465) ++

      10.30   First Amendment to and Complete Restatement of Split-Dollar Agreements and Related Insurance Agreements, dated
              March 31, 1999, by and among TALX Corporation, William W. Canfield, and Thomas M. Canfield and James W. Canfield,
              Trustees of the Canfield Family Irrevocable Insurance Trust U/A March 31, 1993, incorporated by reference to
              Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 (File No. 000-21465) ++

      10.31   Form of Employment Agreement for Messrs. Chaffin, Graves, & Smith, incorporated by reference to
              Exhibit 10.1 to our Current Report on Form 8-K filed May 17, 2005 (File No. 000-21465) ++

      10.32   FY05 Incentive Bonus Plan Agreement for Corporate Officers, incorporated by reference to
              Exhibit 10.7 to our Quarterly Report on Form 10-Q for the quarter ended December 31, 2004 (File No. 000-21465)++

      10.33   Form of Incentive Stock Option Agreement, incorporated by reference to Exhibit 10.9 to
              our Quarterly Report on Form 10-Q for the quarter ended December 31, 2004 (File No. 000-21465)++

      10.34   Description of Officer Perquisites, incorporated by reference to Exhibit 99.1 to
              our Quarterly Report on Form 10-Q for the quarter ended December 31, 2004 (File No. 000-21465)++

      10.35   Schedule of Director Compensation Arrangements ++

      10.36   Schedule of Named Executive Officer Compensation Arrangements ++

      10.37   Second Amended and Restated Loan Agreement among the Company, LaSalle Bank National Association,
              as Administrative Agent, and the Lenders named therein, incorporated by reference to Exhibit 10.37 to our Annual
              Report on Form 10-K for the year ended March 31, 2005 (File No. 000-21465)

      10.38   TALX Corporation 2005 Omnibus Incentive Plan, incorporated by reference to Attachment B to
              our definitive proxy statement on Schedule 14A filed on July 22, 2005 ++

      10.39   Form of Restricted Stock Agreement (Employee), incorporated by reference to Exhibit 10.39 to
              our Current Report on Form 8-K filed on September 23, 2005 (File No. 000-21465) ++

      10.40   Form of Restricted Stock Agreement (Outside Director), incorporated by reference to Exhibit 10.40
              to our Current Report on Form 8-K filed on September 23, 2005 (File No. 000-21465) ++

      10.41   TALX Corporation 2006 - 2008 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.41
              to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 (File No. 000-21465) ++

      10.42   Form of Long-Term Incentive Plan Award (included as an annex to Exhibit 10.41) ++

      10.43   Amendment dated November 1, 2005 to Second Amended and Restated Loan Agreement among the Company, LaSalle Bank
              National Association, as Administrative Agent, and the Lenders named therein, incorporated by reference from Exhibit
              10.43 to our Quarterly Report on Form 10-Q for the quarter ended December 31, 2005 (File No. 000-21465)

      10.44   Second Amendment dated April 6, 2006 to Second Amended and Restated Loan Agreement among
              the Company, LaSalle Bank National Association, as Administrative Agent, and the Lenders named therein

      10.45   Third Amended and Restated Loan Agreement, dated as of May 25, 2006, among the Company, LaSalle Bank National
              Association, as Administrative Agent, and the Lenders named therein

      10.46   Note Purchase Agreement, dated as of May 25, 2006, among the Company and the Purchasers named therein

      10.47   Nonqualified Savings and Retirement Plan, incorporated by reference to Exhibits 4.1
              and 4.2 to our Registration Statement on Form S-8 filed on May 24, 2006 ++

       11.1   Statement regarding computation of Per Share Earnings



                                       74


           
       21.1   Subsidiaries of TALX Corporation

       23.1   Consent of KPMG LLP

       31.1   Chief Executive Officer Certification required by Rule 13a-15(e) and 15d-15(e) under
              the Securities Exchange Act of 1934.

       31.2   Chief Financial Officer Certification required by Rule 13a-15(e) and 15d-15(e) under
              the Securities Exchange Act of 1934.

       32.1   Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
              to Section 906 of the Sarbanes-Oxley Act of 2002.

       32.2   Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
              to Section 906 of the Sarbanes-Oxley Act of 2002.



- ----------
+    TALX Corporation undertakes to furnish supplementally a copy of any
     schedule to the Securities Exchange Commission upon request.

++   Represents management contract or compensatory plan or arrangement.

*    Certain portions of this agreement have been omitted pursuant to a
     confidential treatment request and filed separately with the Securities
     and Exchange Commission.

                                       75

EX-10.35

                                                                   EXHIBIT 10.35

                                TALX CORPORATION

                 SCHEDULE OF DIRECTOR COMPENSATION ARRANGEMENTS

We pay each director an annual retainer of $12,000, a $4,000 additional retainer
for serving as Chairman of a Committee, a $1,000 fee for each quarterly Board
meeting attended, a $1,000 fee for each Committee meeting attended in person, a
$500 fee for each special Board meeting attended in person, and a $250 fee for
each Committee or special Board meeting attended by telephone, plus expenses.
Our officers do not receive any additional compensation for serving as members
of the Board of Directors or any of its Committees.

Pursuant to our Outside Directors' Stock Option Plan, adopted in July 1996 and
amended in May 2001 and September 2004 (as amended, the "Outside Directors'
Plan"), each non-employee director receives each year options to purchase shares
of Common Stock at an exercise price equal to the fair market value of the
Common Stock on the grant date. On May 10, 2005, each non-employee director was
granted an option to purchase 2,812 shares of our Common Stock, after adjustment
for the effect of the 3-for-2 stock split. The options have a term of six years
and become exercisable one year after date of grant, provided that no option may
be exercised at any time unless the participant is then an outside director and
has been so continuously since the granting of the option (except as described
below), and provided further that upon a Change in Control (as defined in the
Outside Directors' Plan), the options will become immediately exercisable.

Unexercised options will expire upon the termination of a participant's service
as a director of the Company, unless such termination was by reason of death or
disability or subsequent to a Change in Control, in which case the personal
representative of the participant may exercise any or all of the participant's
unexercised unexpired options (provided such exercise occurs within 12 months of
the date of the participant's death or termination) or, in the case of a Change
in Control, the participant may exercise any or all of the participant's
unexercised unexpired options but not after the term of such options. A total of
326,700 shares of Common Stock have been authorized for issuance under the
Outside Directors' Plan (after giving effect to all stock dividends and splits).

TALX has adopted the 2005 Omnibus Incentive Plan that provides for the issuance
of incentive stock options, non-qualified stock options, restricted stock
grants, stock appreciation rights and performance units. The plan allows for
maximum awards of 4,500,000 shares of common stock, after adjustment for the
3-for-2 stock split. On September 25, 2005, the Board of Directors awarded
15,000 shares of restricted stock to our outside Directors, after adjustment for
the effect of the 3-for-2 stock split. The weighted average fair value of the
restricted shares on the date of grant was $22.39, after adjustment for the
3-for-2 stock split. On January 24, 2006, the Board of Directors awarded another
15,000 shares of restricted stock to our outside Directors, after adjustment for
the effect of the 3-for-2 stock split. The weighted average fair value of the
restricted shares on the date of grant was $32.92. The shares awarded to outside
Directors vest evenly over three years. Recipients of restricted stock pay
nominal cash consideration equal to the $0.01 par value of their shares, have
the right to vote all shares subject to the grant, and have dividend rights with
respect to the shares, whether or not the shares have vested.


The 2005 Omnibus Incentive Plan replaced the Outside Directors' Stock Option
Plan, and no future grants will be made under the Outside Directors' Stock
Option Plan. Except for shares of common stock issuable pursuant to outstanding
awards, whether or not vested, shares of common stock available under the
Outside Directors' Stock Option Plan are no longer available for issuance, and
no shares of common stock forfeited or cancelled under the Outside Directors'
Stock Option Plan will be available for grants under the 2005 Omnibus Incentive
Plan.

The Nominating and Corporate Governance Committee of our Board of Directors
recommends for approval awards of stock options and restricted stock under the
Outside Directors' Plan and the 2005 Omnibus Incentive Plan to the Board of
Directors, subject to the approval of the Board of Directors. For restricted
stock, the Committee's recommendation will be discretionary, based on the
individual performance and participation of each outside director. While it is
currently contemplated that each outside director will be awarded an equal
number of shares of restricted stock, the Committee may recommend that one or
more outside directors receive a greater number of shares based on outstanding
performance.

EX-10.36

                                                                   Exhibit 10.36

                                TALX CORPORATION

          SCHEDULE OF NAMED EXECUTIVE OFFICER COMPENSATION ARRANGEMENTS

(a)      2007 Annual Base Salaries and Employment Agreements

         Effective April 3, 2006, base salaries for our named executive officers
were: $500,000 for William W. Canfield, President and Chief Executive Officer;
$265,000 for L. Keith Graves, Senior Vice President and Chief Financial Officer;
$235,000 for Michael E. Smith, Senior Vice President, Marketing; $213,000 for
Edward W. Chaffin, President-UC eXpress and $200,000 for Stacey A. Simpson,
President, The Work Number. These salaries are paid pursuant to each officer's
Employment Agreement with us, and this disclosure is qualified by reference to
the written agreements, forms of which, or which, are filed or incorporated by
reference as exhibits to the attached Annual Report on Form 10-K.

         In connection with our annual review of executive officer compensation,
we entered into revised employment agreements with several of our executive
officers. The new agreements commenced effective April 3, 2006. Their terms are
the same as those described in our Current Report on Form 8-K dated May 10,
2005, except that in the event of termination "based on the actions by the
Company," other than for "cause," the officers would be entitled to a lump sum
payment equal to:

   o   For Messrs. Graves or Smith, two times the sum of his annual base salary
       and targeted incentive compensation in the year of termination, and

   o   For Mr. Chaffin or Ms. Simpson, the sum of his or her annual base salary
       and targeted incentive compensation.

In addition, each of these officers would continue to receive their health and
welfare, automobile and life insurance benefits for a period following
termination equal to two years for Messrs. Graves and Smith and one year for Mr.
Chaffin and Ms. Simpson, subject to limitations imposed by applicable plan
documents or law.

We qualify this description with the form of employment agreement, which is
incorporated by reference as an exhibit to the attached Annual Report on Form
10-K.

(b)      Restricted Stock Awards

         Effective September 21, 2005, we awarded restricted stock to some of
our employees under our 2005 TALX Corporation Omnibus Incentive Plan (the
"Omnibus Plan"). In connection with this award to our employees, after
adjustment for the effect of the 2006 3-for-2 stock split, Mr. Canfield received
16,500 shares, Mr. Graves received 3,600 shares, and Messrs. Smith and Chaffin
and Ms. Simpson each received 2,100 shares. Effective January 24, 2006, we
awarded restricted stock to some of our employees under the Omnibus Plan. In
connection with this award to our employees, Mr. Canfield received 13,750
shares, Mr. Graves received 7,700 shares, Mr. Smith



received 6,050 shares, Mr. Chaffin received 4,400 shares, and Ms. Simpson
received 5,400 shares. All of the restricted shares vest annually on the
anniversary of the date of grant in equal parts over a five-year period. We
qualify this disclosure by the forms of awards, which have been incorporated by
reference as exhibits to the attached Annual Report on Form 10-K.

(c)      Annual Incentive Compensation Plan

         We have an annual incentive compensation plan, in which some of our
employees, including the named executive officers, participate. Under the plan,
employees receive cash compensation in an amount equal to a specified percentage
of their annual base salary (or of specified amounts in the case of other
specified performance-based criteria set forth in an applicable award) if we
approach, meet or exceed our annual earnings per share ("EPS") goal, which is
annually determined by our board of directors, typically in the first fiscal
quarter.

         Effective April 1, 2006, Mr. Canfield will be entitled to receive an
annual incentive bonus ranging from 45 to 112.5% of his base salary, based on an
EPS goal, assuming certain criteria are met; Mr. Graves will be entitled to
receive an annual incentive bonus ranging from 41.9 to 104.7% of his base
salary, based on an EPS goal, assuming certain criteria are met; Mr. Smith will
be entitled to receive an annual incentive bonus ranging from 22.5 to 56.2% of
his base salary, based on an EPS goal, assuming certain criteria are met; Mr.
Chaffin will be entitled to receive an annual incentive bonus ranging from 7 to
17.6% of his base salary, based on an EPS goal, assuming certain criteria are
met; and Ms. Simpson will be entitled to receive an annual incentive bonus
ranging from 12 to 30% of her base salary, based on an EPS goal, assuming
certain criteria are met. For Mr. Smith, in fiscal year 2007, in addition to an
EPS goal, which could result in Mr. Smith receiving from 16.3 - 40.9% of his
base salary as a component of his incentive compensation, Mr. Smith's incentive
compensation award contains operating profit margin and revenue targets for our
Complementary Work Number Services businesses. For Mr. Chaffin, in fiscal year
2007, in addition to an EPS goal, which could result in Mr. Chaffin receiving
from 27 - 67.6% of his base salary as a component of his incentive compensation,
Mr. Chaffin's incentive compensation award contains operating profit margin and
revenue targets for our UC eXpress division. For Ms. Simpson, in fiscal year
2007, in addition to an EPS goal, which could result in Ms. Simpson receiving
from 24.3 - 60.7% of her base salary as a component of her incentive
compensation, Ms. Simpson's incentive compensation award contains operating
margin and revenue targets for The Work Number.

(d)      2006-2008 Long-Term Incentive Plan

         Mr. Canfield and Mr. Graves participate in our 2006-2008 Long Term
Incentive Plan for Selected Key Executives, which we refer to as the "2006
LTIP." The 2006 LTIP is designed to attract and motivate key selected employees
toward long-term profit improvement and to permit them to earn additional
compensation in the event that the profitability and asset productivity goals
are achieved over the three-year term of the plan.

The 2006 LTIP is governed by the Omnibus Plan. Under the terms of the plan, our
Compensation Committee determines the identities of the officers of TALX and our
affiliates who are eligible to participate and generally has conclusive
discretion with respect to other matters under the 2006 LTIP. Each participant
must remain our employee for the entire term of the 2006 LTIP award, and



no partial awards will be granted in the event of a participant's termination
prior to the completion of the final plan year, subject to the next sentence,
unless the Compensation Committee authorizes a partial award. Awards will vest
and become payable in part if termination occurs as a result of a participant's
death, disability or retirement before the completion of the term. Cash awards
are determined as a percentage of a participant's base salary for the final year
of the plan. The 2006 LTIP commenced on April 1, 2005, subject to shareholder
approval of the Omnibus Plan, which approval was obtained on September 8, 2005.
Currently, Mr. Canfield and Mr. Graves are the only employees designated by the
Compensation Committee to participate in the 2006 LTIP, as follows:


     TALX Corporation 2006-2008 Long-Term Incentive Plan for Key Executives




                                                                                                Estimated Future
                                                                       Performance Or             Payouts Under
                                                Number of               Other Period                Non-Stock
                                               Performance            Until Maturation          Price-Based Plans
                 Name                            Units(1)                 Or Payout              Target/Maximum
                 ----                        ---------------          ----------------          -----------------

                                                                                     

William W. Canfield...................             N/A                   2006-2008            $450,000/$787,500 (1)
L. Keith Graves.......................             N/A                   2006-2008            $240,000/$360,000 (1)



     (1)      In the event that we meet or exceed the award criteria, and the
              other conditions under the 2006 LTIP are satisfied, we will pay
              Mr. Canfield an amount in cash ranging from 100%-175% of his 2008
              base salary pursuant to his award under the 2006 LTIP and
              Mr. Graves an amount in cash ranging from 100%-150% of his 2006
              base salary pursuant to his award under the 2006 LTIP.

(e)      Nonqualified Deferred Compensation Plan

         On May 22, 2006, our Board of Directors approved the adoption of the
TALX Corporation Nonqualified Savings and Retirement Plan (the "Plan"). The Plan
is available to a select group of management or highly compensated employees,
including our named executive officers. This disclosure is qualified by
reference to the Plan and related Adoption Agreement, copies of which are
incorporated by reference as exhibits to the attached Annual Report on Form
10-K.

EX-10.44

                                                                   EXHIBIT 10.44

         SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT

     THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (this
"AMENDMENT") is entered into as of this 6th day of April, 2006 by and among
LASALLE BANK NATIONAL ASSOCIATION ("LBNA"), as Administrative Agent and as a
Lender, SOUTHWEST BANK OF ST. LOUIS ("SWB"), as a Lender, NATIONAL CITY BANK OF
THE MIDWEST ("NCB"), as a Lender, FIFTH THIRD BANK ("FTB"), as a Lender, MERRILL
LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.
("MLC"), as a Lender, and FIRST BANK ("FB"), as a Lender (collectively LBNA,
SWB, NCB, FTB, MLC, and FB are referred to herein as "Lenders") and TALX
CORPORATION, a Missouri corporation ("BORROWER"); and consented to by TALX UCM
SERVICES, INC., a Missouri corporation ("TUS"), TALX EMPLOYER SERVICES, LLC, a
Missouri limited liability company ("TES"), TALX FASTIME SERVICES, INC., a Texas
Corporation ("TFTS"), TBT ENTERPRISES, INCORPORATED, a Maryland corporation
("TBT"), UI ADVANTAGE, INC., a Maryland corporation ("UI"), NET PROFIT, INC., a
South Carolina corporation ("NET"), TALX TAX INCENTIVE SERVICES, LLC, a Missouri
limited liability company ("TIS"), JON-JAY ASSOCIATES, INC., a Massachusetts
corporation ("JJ"), TALX TAX CREDITS AND INCENTIVES, LLC, a Missouri limited
liability company ("TTCI"), MANAGEMENT INSIGHT INCENTIVES, LLC, a Missouri
limited liability company ("MII"), and UNEMPLOYMENT SERVICES, LLC, a Missouri
limited liability company ("US") (collectively TUS, TES, TFTS, TBT, UI, NET,
TIS, JJ, TTCI, MII and US are referred to herein as "GUARANTORS").

                                   WITNESSETH

     WHEREAS, Borrower obtained an Aggregate Commitment in the principal amount
of up to Forty Million and 00/100 Dollars ($40,000,000.00) pursuant to that
certain Loan Agreement dated March 27, 2002 entered into by the Borrower, LBNA,
and SWB, as amended by that certain First Amendment to Loan Agreement dated July
29, 2002 among Borrower, LBNA, and SWB, as further amended by that certain
Second Amendment to Loan Agreement dated January 27, 2003 among Borrower, LBNA,
and SWB, as further amended by that certain Third Amendment to Loan Agreement
dated June 30, 2003 among Borrower, LBNA, and SWB (as so amended, the "INITIAL
LOAN AGREEMENT");

     WHEREAS, in order to refinance the indebtedness outstanding under the
Initial Loan Agreement, Borrower, LBNA, SWB, NCB, FTB, and MLC entered into that
certain Amended and Restated Loan Agreement dated March 31, 2004 increasing the
Aggregate Commitment (as defined therein) to Eighty-Three Million and 00/100
Dollars ($83,000,000.00), as amended by that certain First Amendment to Amended
and Restated Loan Agreement dated September 9, 2004, and that certain Second
Amendment to Amended and Restated Loan Agreement dated September 30, 2004 (as so
amended, the "AMENDED AND RESTATED LOAN AGREEMENT");



     WHEREAS, in order to refinance the indebtedness outstanding under the
Amended and Restated Loan Agreement, Borrower, LBNA, SWB, NCB, FTB, and MLC have
entered into that certain Second Amended and Restated Loan Agreement dated April
14, 2005 increasing the Aggregate Revolving Loan Commitment to One Hundred
Million and 00/100 Dollars ($100,000,000.00), as amended by that certain First
Amendment to Second Amended and Restated Loan Agreement dated November 1, 2005
(as so amended, the "SECOND AMENDED AND RESTATED LOAN AGREEMENT"), pursuant to
which, among other things, the Aggregate Revolving Loan Commitment was increased
to One Hundred Fifty Million and 00/100 Dollars ($150,000,000.00);

     WHEREAS, the Borrower hereby requests and the Lenders agree to further
amend the Second Amended and Restated Loan Agreement to increase the Aggregate
Revolving Loan Commitment to Two Hundred Million and 00/100 Dollars
($200,000,000.00) and make other amendments as more specifically set forth
herein; and

     WHEREAS, all capitalized terms used herein, and not otherwise defined
herein, have the meaning given to them in the Second Amended and Restated Loan
Agreement.

     NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto do hereby agree
as follows:

     1.   AMENDMENTS.

     Upon the satisfaction of the conditions precedent set forth herein, the
Second Amended and Restated Loan Agreement shall be amended as follows:

          a) AGGREGATE REVOLVING LOAN COMMITMENT. The first sentence of Section
3.1.1 of the Second Amended and Restated Loan Agreement is hereby amended and
restated as follows:

     "Subject to the limitations in Section 3.1.2 and elsewhere herein, each
     Lender commits to make available to Borrower, from and after the Second
     Amendment Effective Date to the Revolving Loan Maturity Date, such Lender's
     Pro-Rata Share of an Aggregate Revolving Loan Commitment of $200,000,000,
     by funding such Lender's Pro-Rata Share of Revolving Loan Advances made
     from time to time by Administrative Agent as provided herein."

          b) INCREASES IN AGGREGATE REVOLVING LOAN COMMITMENT. Section 3.4 of
the Second Amended and Restated Loan Agreement shall be amended and restated as
follows:

"SECTION 3.4 INCREASES IN AGGREGATE REVOLVING LOAN COMMITMENT.

     3.4.1 REQUEST FOR INCREASE. At any time prior to April 6, 2008 and provided
     that the Aggregate Revolving Loan Commitment has been reduced to
     $150,000,000 pursuant to Sections 3.6 or 3.7 hereof on or before January 6,
     2007, the Borrower may request that the Aggregate Revolving Loan Commitment
     be increased without the prior written consent of all of the Lenders;
     provided that, (a) the Aggregate Revolving Loan Commitment shall at no time
     exceed $200,000,000; (b) the Borrower is not permitted to


                                       2



     make any such request during the six month period following any reduction
     in the Aggregate Revolving Loan Commitment under this Agreement (other than
     a reduction pursuant to Section 3.7 hereof); (c) the Borrower is not
     permitted to make any such request more frequently than once in any 6-month
     period; and (d) each such request must be in a minimum amount of
     $10,000,000 and increments of $5,000,000 in excess thereof. Such request
     shall be made in a written notice given by the Borrower to the
     Administrative Agent and the Lenders not less than twenty (20) Business
     Days prior to the proposed effective date of such increase, which notice (a
     "Commitment Increase Notice") must specify the amount of the proposed
     increase in the Aggregate Revolving Loan Commitment and the proposed
     effective date of such increase.

     Any increase in the Aggregate Revolving Loan Commitment under this
     Agreement is subject to the following conditions precedent: (A) Borrower
     must have executed promissory notes in favor of each Lender and any
     Proposed New Lender in the amount of each Lender's Pro-Rata Share of the
     Aggregate Revolving Loan Commitment, as increased under this Section; (B)
     the Borrower must have obtained the consent thereto of each Guarantor and
     its reaffirmation of the Loan Document(s) executed by it, which consent and
     reaffirmation must be in writing and in form and substance reasonably
     satisfactory to the Administrative Agent, (C) as of the date of the
     Commitment Increase Notice and as of the proposed effective date of the
     increase in the Aggregate Revolving Loan Commitment under this Agreement,
     no event shall have occurred and then be continuing which constitutes a
     Default, Event of Default, or Existing Default under this Agreement, (D)
     the Borrower, the Administrative Agent and each Proposed New Lender or
     Lender that agreed to provide a "Commitment" in support of such increase in
     the Aggregate Revolving Loan Commitment under this Agreement must have
     executed and delivered a "Commitment and Acceptance" substantially in the
     form of Exhibit 3.4.1 hereto, (E) counsel for the Borrower and for the
     Guarantors must have provided to the Administrative Agent supplemental
     opinions in form and substance reasonably satisfactory to the
     Administrative Agent, and (F) the Borrower and the Proposed New Lender must
     otherwise have executed and delivered such other instruments and documents
     as may be required under Section 10.1.1 or that the Administrative Agent
     reasonably requests in connection with such increase. If any fee is charged
     by the Lenders in connection with any such increase, such fee shall be in
     accordance with then prevailing market conditions, which market conditions
     shall have been reasonably documented by the Administrative Agent to the
     Borrower. Upon satisfaction of the conditions precedent to any increase in
     the Aggregate Revolving Loan Commitment under this Agreement, the
     Administrative Agent will promptly advise the Borrower and each Lender of
     the effective date of such increase.

     3.4.2. LENDERS' PARTICIPATION IN INCREASE. In the event Borrower delivers a
     Commitment Increase Notice, each of the Lenders will be given the
     opportunity to participate in the requested increase. No Lender shall be
     obligated to increase its Commitment pursuant to a Commitment Increase
     Notice. On or prior to the date that is fifteen (15) Business Days after
     receipt of the Commitment Increase Notice, each Lender must submit to the
     Administrative Agent a notice indicating the maximum amount by which it is
     willing to increase its Commitment in connection with such Commitment
     Increase Notice (any such notice to the Administrative Agent being herein a
     "Lender


                                       3



     Increase Notice"). Any Lender which does not submit a Lender Increase
     Notice to the Administrative Agent prior to the expiration of such fifteen
     (15) Business Day period will be deemed to have denied any increase in its
     Commitment. In the event that the increases of Commitments set forth in the
     Lender Increase Notices exceed the amount requested by the Borrower in the
     Commitment Increase Notice, the Administrative Agent has the right, in
     consultation with the Borrower, to allocate the amount of increases
     necessary to meet the Borrower's Commitment Increase Notice.

     3.4.3. PROPOSED NEW LENDER(S) PARTICIPATION IN INCREASE. In the event that
     the Lender Increase Notices are less than the amount requested by the
     Borrower, not later than three (3) Business Days prior to the proposed
     effective date the Borrower may notify the Administrative Agent of any
     financial institution that has agreed to become a "Lender" party hereto (a
     "Proposed New Lender") in connection with the Commitment Increase Notice.
     Any Proposed New Lender must be consented to by the Administrative Agent
     (which consent shall not be unreasonably withheld). If the Borrower does
     not arrange for any Proposed New Lender(s) to commit to the shortfall from
     the Lender Increase Notices, then the Borrower will be deemed to have
     reduced the amount of its Commitment Increase Notice to the aggregate
     amount set forth in the Lender Increase Notices. Based upon (i) the Lender
     Increase Notices, (ii) any allocations made in connection therewith and
     (iii) if applicable, any notice regarding any Proposed New Lender, the
     Administrative Agent will notify the Borrower and the Lenders on or before
     the Business Day immediately prior to the proposed effective date of the
     amount of each Lender's and each Proposed New Lender's Commitment (the
     "Effective Commitment Amount") and the amount of the Aggregate Revolving
     Loan Commitment under this Agreement which amounts are effective on the
     following Business Day.

     Upon the effective date of any increase in the Aggregate Revolving Loan
     Commitment under this Agreement that is supported by a Proposed New Lender,
     such Proposed New Lender will be a party to this Agreement as a Lender,
     will have the rights and obligations of a Lender hereunder, and execute any
     document evidencing joinder in this Agreement as required by Administrative
     Agent. Nothing contained herein constitutes, or otherwise is, a commitment
     on the part of any Lender to increase its Commitment hereunder at any time.

     3.4.4. BUYING AND SELLING LENDERS. For purposes of this Section 3.4.4, (A)
     the term "Buying Lender(s)" means (i) each Lender the Effective Commitment
     Amount of which is greater than its Commitment prior to the effective date
     of any increase in the Aggregate Revolving Loan Commitment under this
     Agreement, and (ii) each Proposed New Lender that is allocated an Effective
     Commitment Amount in connection with any Commitment Increase Notice, and
     (B) the term "Selling Lender(s)" shall mean each Lender whose Commitment
     under this Agreement is not being increased from that in effect prior to
     such increase in the Aggregate Revolving Loan Commitment under this
     Agreement. Effective on the effective date of any increase in the Aggregate
     Revolving Loan Commitment under this Agreement pursuant to Sections 3.4.1,
     3.4.2 and 3.4.3 above, each Selling Lender hereby sells, grants, assigns
     and conveys to each Buying Lender, without recourse, warranty, or
     representation of any kind, except as specifically provided herein, an
     undivided percentage in such Selling Lender's right, title and interest in
     and to its


                                       4



     outstanding Revolving Loans in the respective dollar amounts and
     percentages necessary so that, from and after such sale, each Selling
     Lender's outstanding Revolving Loans shall equal such Selling Lender's
     Pro-Rata Share (calculated based upon the Effective Commitment Amounts) of
     the outstanding Revolving Loans under this Agreement. Effective on the
     effective date of the increase in the Aggregate Revolving Loan Commitment
     under this Agreement pursuant to Sections 3.4.1, 3.4.2, and 3.4.3 above,
     each Buying Lender hereby purchases and accepts such grant, assignment and
     conveyance from the Selling Lenders. Each Buying Lender hereby agrees that
     its respective purchase price for the portion of the outstanding Revolving
     Loans purchased hereby shall equal the respective dollar amount necessary
     so that, from and after such payments, each Buying Lender's outstanding
     Revolving Loans shall equal such Buying Lender's Pro-Rata Share (calculated
     based upon the Effective Commitment Amounts) of the outstanding Revolving
     Loans under this Agreement. Such amount shall be payable on the effective
     date of the increase in the Aggregate Revolving Loan Commitment under this
     Agreement by wire transfer of immediately available funds to the
     Administrative Agent. The Administrative Agent, in turn, shall wire
     transfer any such funds received to the Selling Lenders, in same day funds,
     for the sole account of the Selling Lenders. Each Selling Lender hereby
     represents and warrants to each Buying Lender that such Selling Lender owns
     the Revolving Loans being sold and assigned hereby for its own account and
     has not sold, transferred or encumbered any or all of its interest in such
     Revolving Loans, except for participations which will be extinguished upon
     payment to Selling Lender of an amount equal to the portion of the
     outstanding Revolving Loans being sold by such Selling Lender. Each Buying
     Lender hereby acknowledges and agrees that, except for each Selling
     Lender's representations and warranties contained in the foregoing
     sentence, each such Buying Lender has entered into its Commitment and
     Acceptance with respect to such increase on the basis of its own
     independent investigation and has not relied upon, and will not rely upon,
     any explicit or implicit written or oral representation, warranty or other
     statement of the Lenders or the Administrative Agent concerning the
     authorization, execution, legality, validity, effectiveness, genuineness,
     enforceability or sufficiency of this Agreement or the other Loan
     Documents. The Borrower hereby agrees to compensate each Selling Lender for
     all losses, expenses and liabilities incurred by each Lender in connection
     with the sale and assignment of any Revolving Loan or Swingline Loan
     hereunder on the terms and in the manner as set forth in Section 19.4."

          c) MANDATORY DECREASE IN AGGREGATE REVOLVING LOAN COMMITMENT. The
following shall be added to the Second Amended and Restated Loan Agreement as a
new Section 3.7:

     "3.7 MANDATORY REDUCTION OF AGGREGATE REVOLVING LOAN COMMITMENT. Upon the
     receipt by the Borrower of cash proceeds from the first to occur of (i) the
     issuance of Parity Debt in accordance with Section 15.2.9 hereof and (ii)
     the issuance of stock in accordance with Section 15.13 hereof with respect
     to which the Net Cash Proceeds thereof are at least $50,000,000, (x) the
     Aggregate Incremental Commitment shall be reduced to zero and the Aggregate
     Revolving Loan Commitment shall automatically be reduced to $150,000,000,
     in each case, effective as of the date on which the Administrative Agent
     shall have received the prepayment described in Section 6.3.3, and


                                       5



     (y) each Lender's Revolving Loan Commitment shall be reduced to an amount
     equal to such Lender's Base Commitment."

          d) INCREMENTAL INCREASE OF AGGREGATE COMMITMENT FEE. Section 5.8 of
the Second Amended and Restated Loan Agreement is hereby amended and restated in
its entirety as follows:

     "5.8 INCREMENTAL INCREASE OF AGGREGATE COMMITMENT FEE. Contemporaneously
     with the execution and delivery of that certain Second Amendment to Second
     Amended and Restated Loan Agreement (the "Second Amendment") dated as of
     April 6, 2006, among the Borrower, the Administrative Agent, the Lenders
     and the Guarantors, Borrower shall pay to Administrative Agent, (i) a fee
     in the amount of $5,000 for the account of each Lender, and (ii) for the
     account of each Lender whose Revolving Loan Commitment is increased
     pursuant to the Second Amendment, a fee equal to five (5) basis points of
     the amount of each Lender's Incremental Commitment."

          e) REVOLVING LOAN UNUSED FEE. Section 5.2 of the Second Amended and
Restated Loan Agreement is hereby amended to add the following sentence at the
end thereof: "The Administrative Agent shall distribute the Revolving Loan
Unused Fee to each Lender in accordance with each Lender's Pro-Rata Share."

          f) MANDATORY PREPAYMENT UPON ISSUANCE OF PARITY DEBT OR STOCK. The
following shall be added to the Second Amended and Restated Loan Agreement as a
new Section 6.3.3:

     "6.3.3 MANDATORY PREPAYMENT UPON ISSUANCE OF PARITY DEBT OR STOCK. Upon the
receipt by the Borrower of cash proceeds from the first to occur of (i) the
issuance by Borrower of Parity Debt in accordance with Section 15.2.9 hereof and
(ii) the issuance of stock in accordance with Section 15.13 with respect to
which the Net Cash Proceeds thereof are at least $50,000,000, Borrower shall
concurrently therewith pay to Administrative Agent for the account of the
Lenders the amount necessary to reduce the Aggregate Revolving Loans to
$150,000,000. The amount of such mandatory prepayment shall be paid by the
Administrative Agent to the Lenders holding Incremental Commitments ratably in
accordance with their respective Pro-Rata Share.

          g) RELEASE OF SECURITY INTEREST UPON ISSUANCE OF PARITY DEBT. The
following shall be added to the Second Amended and Restated Loan Agreement as a
new Section 8.6:

     "8.6 RELEASE OF SECURITY INTERESTS. Each Lender and the Administrative
     Agent hereby agree that the Security Interests securing the Loan
     Obligations shall be released upon the occurrence of the following:

          (i) the Borrower shall have issued (a) Parity Debt in accordance with
          Section 15.2.9 hereof or (b) stock in accordance with Section 15.13
          hereof with respect to which the Net Cash Proceeds thereof are at
          least $50,000,000;

          (ii) the Administrative Agent shall have received the prepayment
          described in Section 6.3.3;


                                       6



          (iii) the Aggregate Revolving Loan Commitment shall have been reduced
          to $150,000,000 pursuant to Section 3.7; and

          (iv) the Borrower, the Guarantors, the Administrative Agent and the
          Lenders shall have entered into an amendment and restatement of this
          Agreement and each other Loan Document that the Administrative Agent
          deems necessary or that the Borrower reasonably requests to effectuate
          the foregoing release and will include, among other things, one or
          more provisions to the effect that the Borrower will not, and will not
          permit any other Covered Person to, enter into any agreement
          containing a negative pledge provision, other than the agreements
          governing the Parity Debt."

          h) SATISFACTION OF CONDITIONS TO THE APPROVED ACQUISITION. Section
10.3.2 of the Second Amended and Restated Loan Agreement is hereby amended and
restated in its entirety as follows:

     "10.3.2. SATISFACTION OF CONDITIONS TO THE APPROVED ACQUISITION.
     Administrative Agent shall have received the applicable Approved
     Acquisition Documents, which shall be in form and substance satisfactory to
     Administrative Agent. Administrative Agent shall be satisfied that all
     requirements to close the Approved Acquisition have been completed or
     waived by the parties to the Approved Acquisition Documents, except for the
     delivery of the purchase price with respect to the Approved Acquisition;
     and every other condition, if any, to the applicable Approved Acquisition
     as described herein shall be satisfied, or waived by the Administrative
     Agent. The Administrative Agent shall have completed its due diligence with
     respect to the Approved Acquisition and shall have received evidence
     satisfactory to the Administrative Agent that the total amount of Loan
     proceeds used as consideration at the time of closing of the Approved
     Acquisition shall not exceed the sum of $75,000,000 plus a working capital
     adjustment of up to $5,000,000 payable pursuant to the Approved Acquisition
     Documents, unless otherwise approved by Administrative Agent prior to
     consummation of the Approved Acquisition."

          i) CONDITIONS TO ADVANCES FOR APPROVED ACQUISITIONS. Section 10.3.7 of
the Second Amended and Restated Loan Agreement is hereby amended and restated in
its entirety as follows:

     "10.3.7. CONSUMMATION OF APPROVED ACQUISITIONS. Any Advance of Loan
     proceeds for purposes of consummating the Approved Acquisition must occur
     no later than April 30, 2006."

          j) ISSUANCE OF PARITY DEBT. The following shall be added to the Second
Amended and Restated Loan Agreement as a new Section 15.2.9:

     "15.2.9 PARITY DEBT. Indebtedness issued by Borrower which satisfies the
     following criteria (such Indebtedness, the "Parity Debt"):


                                       7



          (i) the terms and conditions of such Indebtedness and documents
          pursuant to which such Indebtedness is issued are reasonably
          acceptable to the Required Lenders;

          (ii) the original aggregate principal amount of such Indebtedness
          shall not be less than $50,000,000 nor in excess of $75,000,000;

          (iii) such Indebtedness is unsecured;

          (iv) the Administrative Agent and the holders of such Indebtedness
          shall have entered into an intercreditor agreement in form and
          substance acceptable to the Required Lenders;

          (iv) to the extent required by Section 6.3.3 hereof, the Net Cash
          Proceeds received by Borrower in connection with the issuance of such
          Indebtedness shall be paid to the Administrative Agent, and, to the
          extent required by Section 3.7 hereof, the Aggregate Revolving Loan
          Commitment shall be reduced to $150,000,000."

          k) SPECIAL DEFINITIONS. Section 16.1 of the Second Amended and
Restated Loan Agreement is hereby amended to restate the definitions of "EBIT"
and "EBITDA" in their entirety as follows:

     "EBIT means, with respect to any fiscal period of Borrower, the
     consolidated net income of Borrower and each Covered Person for such fiscal
     period, as determined in accordance with GAAP and reported on the Financial
     Statements for such period, plus (i) Interest Expense in such period, (ii)
     income tax expense in such period, and (iii) the non-cash charges of any
     share-based compensation awards, to the extent such non-cash charges were
     expensed during such period in accordance with SFAS 123 or are required to
     be shown as an expense in any comparative financial statements for periods
     prior to the effective date of SFAS 123. For any period during which a
     Prior Acquisition, the Approved Acquisition or any Permitted Acquisition
     was consummated, EBIT shall be calculated on a proforma basis as if the
     entity acquired in connection with any such acquisition had been acquired
     on the first day of such period. From and after the closing of the Approved
     Acquisition, EBIT shall be adjusted for the first four consecutive fiscal
     quarters thereafter by adding the following amounts to EBIT determined
     pursuant to the immediately preceding sentence: $2,700,000.00 for the
     quarter ending June 30, 2006, $1,675,000.00 for the quarter ending
     September 30, 2006, $650,000.00 for the quarter ending December 31, 2006,
     and $325,000.00 for the quarter ending March 31, 2007."

     "EBITDA means, with respect to any fiscal period of Borrower, the
     consolidated net income of Borrower and each Covered Person for such fiscal
     period, as determined in accordance with GAAP and reported on the Financial
     Statements for such period, plus (i) (A) Interest Expense in such period,
     (B) income tax expense in such period, (C) amortization of good will and
     depreciation expense taken in such period, (D) any extraordinary loss in
     such period, and (E) the non-cash charges of any share-based compensation
     awards, to the extent such non-cash charges were expensed during such


                                       8



     period in accordance with SFAS 123 or are required to be shown as an
     expense in any comparative financial statements for periods prior to the
     effective date of SFAS 123, minus (ii) any extraordinary gain in such
     period. For any period during which a Prior Acquisition, the Approved
     Acquisition or any Permitted Acquisition was consummated, EBITDA shall be
     calculated on a proforma basis as if the entity acquired in connection with
     any such acquisition had been acquired on the first day of such period.
     From and after the closing of the Approved Acquisition, EBITDA shall be
     adjusted for the first four consecutive fiscal quarters thereafter by
     adding the following amounts to EBITDA determined pursuant to the
     immediately preceding sentence: $2,700,000.00 for the quarter ending June
     30, 2006, $1,675,000.00 for the quarter ending September 30, 2006,
     $650,000.00 for the quarter ending December 31, 2006, and $325,000.00 for
     the quarter ending March 31, 2007."

          l) MAXIMUM RATIO OF TOTAL FUNDED INDEBTEDNESS TO EBITDA. Section 16.4
of the Second Amended and Restated Loan Agreement is hereby amended and restated
in its entirety as follows:

     "16.4. MAXIMUM RATIO OF TOTAL INDEBTEDNESS TO EBITDA. The ratio of
     Borrower's Total Indebtedness to EBITDA for the four-quarter period then
     ended, calculated the last day of each fiscal quarter ending March 31, June
     30, September 30, and December 31 through the Revolving Loan Maturity Date
     shall not be greater than 2.50 to 1; provided that, notwithstanding the
     foregoing, for the fiscal quarters ending June 30, 2006 and September 30,
     2006, the Borrower's ratio of Total Indebtedness to EBITDA shall not be
     greater than 2.75 to 1."

          m) MINIMUM EBITDA. Section 16.6 of the Second Amended and Restated
Loan Agreement is hereby amended and restated in its entirety as follows:

     "16.6. MINIMUM EBITDA. Commencing with the quarter ending June 30, 2006,
     Borrower's EBITDA for the four-quarter period then ended, calculated as of
     the last day of each fiscal quarter ending June 30, September 30, December
     31, and March 31 through the Revolving Loan Maturity Date shall be no less
     than (A) $60,400,000, plus (B) 75% of EBITDA of any entity acquired in
     connection with a Permitted Acquisition for the most recently-ended four
     fiscal quarters prior to the closing of such Permitted Acquisition, as such
     amount is mutually agreed by the Administrative Agent and the Borrower."

          n) ADMINISTRATIVE AGENT POWERS. Section 18.1 of the Second Amended and
Restated Loan Agreement is hereby amended to add the following sentence at the
end thereof:

     "Each Lender hereby authorizes LaSalle, in its capacity as Administrative
     Agent hereunder, upon satisfaction of the requirements set forth in Section
     15.2.9, to execute an intercreditor agreement in connection with the
     issuance by Borrower of Parity Debt. Notwithstanding the foregoing, the
     Administrative Agent shall not be obligated to execute such intercreditor
     agreement or any other document or instrument related to the Parity Debt."


                                       9



          o) GLOSSARY. The Glossary located at Exhibit 2.1 of the Second Amended
and Restated Loan Agreement shall be revised as follows:

               i) The definition of "AGGREGATE BASE COMMITMENT" is hereby added
as follows:

     "AGGREGATE BASE COMMITMENT - means the commitment of the Lenders to fund
     Revolving Loan Advances in an aggregate amount of up to $150,000,000."

               ii) The definition of "AGGREGATE INCREMENTAL COMMITMENT" is
hereby added as follows:

     "AGGREGATE INCREMENTAL COMMITMENT - means the commitment of the Lenders to
     fund Revolving Loan Advances in excess of the Aggregate Base Commitment. As
     of the Second Amendment Effective Date, the Aggregate Incremental
     Commitment shall be $50,000,000."

               iii) The definition of "APPROVED ACQUISITIONS" is hereby amended
and restated in its entirety as follows:

     "APPROVED ACQUISITION -- means the acquisition by Borrower of the capital
     stock of Performance Assessment Network, Inc., a Delaware corporation."

               iv) The definition of "APPROVED ACQUISITION DOCUMENTS" is hereby
added as follows:

     "APPROVED ACQUISITION DOCUMENTS -- means the acquisition agreement entered
     into by Borrower, in the form as furnished and approved by the
     Administrative Agent in writing prior to the consummation of the Approved
     Acquisition, with only such amendments, modifications or supplements
     thereto, or waivers of the terms thereof, as shall be approved in writing
     by the Administrative Agent."

               v) The definition of "BASE COMMITMENT" is hereby added as
follows:

     "BASE COMMITMENT - means with respect to each Lender, such Lender's share
     of the Aggregate Base Commitment as set forth opposite such Lender's name
     on the table set forth on Exhibit 3 hereto entitled "Base Commitments."

               vi) The definition of "BUYING LENDER" is hereby added as follows:

     "BUYING LENDER(S) -- is defined in Section 3.4.4."

               vii) The definition of "COMMITMENT AND ACCEPTANCE" is hereby
added as follows:

     "COMMITMENT AND ACCEPTANCE -- is defined in Section 3.4.1."


                                       10



               viii) The definition of "COMMITMENT INCREASE NOTICE" is hereby
added as follows:

     "COMMITMENT INCREASE NOTICE -- is defined in Section 3.4.2."

               ix) The definition of "EFFECTIVE COMMITMENT AMOUNT" is hereby
added as follows:

     "EFFECTIVE COMMITMENT AMOUNT -- is defined in Section 3.4.3."

               x) The definition of "EXISTING LOAN DOCUMENTS" shall be revised
to include the following language in such definition: "Security Agreement dated
November 1, 2005, executed by Unemployment Services, LLC, a Missouri limited
liability company; the Guaranty of Unemployment Services, LLC dated November 1,
2005; the Collateral Assignment of Membership Interest in Unemployment Services,
LLC by TALX UCM Services, Inc. dated November 1, 2005; the Security Agreement
dated December 15, 2005, by TALX Tax Credits and Incentives, LLC, a Missouri
limited liability company; the Guaranty of TALX Tax Credits and Incentives, LLC,
a Missouri limited liability company, dated December 15, 2005; the Collateral
Assignment of Membership Interest in TALX Tax Credits and Incentives, LLC by
TALX Corporation dated December 15, 2005; the Security Agreement dated December
15, 2005, by Management Insight Incentives, LLC, a Missouri limited liability
company; the Guaranty of Management Insight Incentives, LLC, a Missouri limited
liability company, dated December 15, 2005; and the Collateral Assignment of
Membership Interest in Management Insight Incentives, LLC by TALX Tax Credits
and Incentives, LLC dated December 15, 2005; and any other loan document
executed and delivered to Administrative Agent for the benefit of Lenders."

               xi) The definition of "INCREMENTAL COMMITMENT" is hereby added as
follows:

     "INCREMENTAL COMMITMENT - means with respect to each Lender, such Lender's
     share of the Aggregate Incremental Commitment as set forth opposite such
     Lender's name on the table set forth on Exhibit 3 hereto entitled
     "Incremental Commitments."

               xii) The definition of "LENDER INCREASE NOTICE" is hereby added
as follows:

     "LENDER INCREASE NOTICE -- is defined in Section 3.4.2."

               xiii) The definition of "NET CASH PROCEEDS" is hereby added as
follows:

     "NET CASH PROCEEDS - means, with respect to any issuance of Parity Debt or
     stock by the Borrower, the amount of cash received by the Borrower from
     such transaction after payment of all brokerage commissions and all other
     ordinary and reasonable fees and expenses and commissions related to such
     transaction."

               xiv) The definition of "PARITY DEBT" is hereby added as follows:


                                       11



     "PARITY DEBT -- is defined in Section 15.2.9."

               xv) The definition of "PRIOR ACQUISITION" is hereby added as
follows:

     "PRIOR ACQUISITION - means the acquisition of the assets or stock or Glick
     & Glick Consultants, LLC, Jon-Jay Associates, Inc., Employers Unity, Inc.
     and Business Incentives, Inc."

               xvi) The definition of "PROPOSED NEW LENDER" is hereby added as
follows:

     "PROPOSED NEW LENDER -- is defined in Section 3.4.3."

               xvii) The definition of "PRO-RATA SHARE" is hereby amended and
restated in its entirety as follows:

     "PRO-RATA SHARE -- with respect to each Lender's obligation to make
     Revolving Loans, participate in Letters of Credit, reimburse the Letter of
     Credit Issuer, and receive payments of principal, interest, fees, costs,
     and expenses with respect thereto, the applicable percentage determined as
     follows:

     1. With respect to an Aggregate Revolving Loan of less than or equal to
     $150,000,000, the applicable percentage determined as follows:

          (x) prior to the Aggregate Revolving Loan Commitment being terminated
          or reduced to zero, the percentage obtained by dividing (i) such
          Lender's Base Commitment, by (ii) the Aggregate Base Commitment; and

          (y) from and after the time the Aggregate Revolving Loan Commitment
          has been terminated or reduced to zero, the percentage obtained by
          dividing (i) the sum of the aggregate unpaid principal amount of such
          Lender's Revolving Loans (after settlement and repayment of all
          Swingline Loans by the Lenders) and such Lender's Letter of Credit
          Exposure, by (ii) the sum of the aggregate unpaid principal amounts of
          all Revolving Loans (after settlement and repayment of all Swingline
          Loans by the Lenders) and the aggregate Letter of Credit Exposure; and

     2. With respect to an Aggregate Revolving Loan of greater than
     $150,000,000, the applicable percentage determined as follows:

          (x) prior to the Aggregate Revolving Loan Commitment being terminated
          or reduced to zero:

               (I) with respect to up to $150,000,000 of the Aggregate Revolving
               Loan, the percentage obtained by dividing (a) such Lender's Base
               Commitment, by (b) the Aggregate Base Commitment; and


                                       12



               (II) with respect to that portion of the Aggregate Revolving Loan
               in excess of $150,000,000, the percentage obtained by dividing
               (a) such Lender's Incremental Commitment, by (b) the Aggregate
               Incremental Commitment; and

          (y) from and after the time the Aggregate Revolving Loan Commitment
          has been terminated or reduced to zero:

               (I) with respect to up to $150,000,000 of the Aggregate Revolving
               Loan, the percentage obtained by dividing (i) the sum of the
               aggregate unpaid principal amount of such Lender's Revolving
               Loans (after settlement and repayment of all Swingline Loans by
               the Lenders) and such Lender's Letter of Credit Exposure up to
               the amount of such Lender's Base Commitment, by (ii) the sum of
               the aggregate unpaid principal amounts of all Revolving Loans
               (after settlement and repayment of all Swingline Loans by the
               Lenders) and the aggregate Letter of Credit Exposure up to the
               Aggregate Base Commitment; and

               (II) with respect to that portion of the Aggregate Revolving Loan
               in excess of $150,000,000, the percentage obtained by dividing
               (i) the sum of the aggregate unpaid principal amount of such
               Lender's Revolving Loans (after settlement and repayment of all
               Swingline Loans by the Lenders) and such Lender's Letter of
               Credit Exposure in excess of such Lender's Base Commitment, by
               (ii) the sum of the aggregate unpaid principal amounts of all
               Revolving Loans (after settlement and repayment of all Swingline
               Loans by the Lenders) and the aggregate Letter of Credit Exposure
               in excess of the Aggregate Base Commitment.

     3. Upon the effectiveness of any increase in the Aggregate Revolving Loan
     Commitment pursuant to Section 3.4, each Lender's "Pro-Rata Share" shall be
     determined in accordance with Section 3.4.4 based upon such Lender's
     Effective Commitment Amount."

               xviii) The definition of "SECOND AMENDMENT" is hereby added as
follows:

     "SECOND AMENDMENT -- is defined in Section 5.8."

               xix) The definition of "SECOND AMENDMENT EFFECTIVE DATE" is
hereby added as follows:

     "SECOND AMENDMENT EFFECTIVE DATE - means the date on which the Second
     Amendment becomes effective pursuant to Section 2 thereof."

               xx) The definition of "SECURITY AGREEMENT" shall be revised to
include the following language in such definition: "Security Agreement dated
November 1, 2005, executed by Unemployment Services, LLC, a Missouri limited
liability company; the Security Agreement dated December 15, 2005, by TALX Tax
Credits and Incentives, LLC, a


                                       13



Missouri limited liability company; and the Security Agreement dated December
15, 2005, by Management Insight Incentives, LLC, a Missouri limited liability
company."

               xxi) The definition of "SELLING LENDER(S)" is hereby added as
follows:

     "SELLING LENDER(S) -- is defined in Section 3.4.4."

          p) LENDERS, LENDER'S COMMITMENTS AND PRO-RATA SHARES. Exhibit 3 to the
Second Amended and Restated Loan Agreement shall be amended and restated in its
entirety as follows:

                                BASE COMMITMENTS



                      LENDER                        BASE COMMITMENT
                      ------                        ---------------
                                                 
LaSalle Bank National Association                   $    45,000,000
Southwest Bank of St. Louis                         $    35,000,000
National City Bank of the  Midwest                  $    25,000,000
Fifth Third Bank                                    $    17,500,000
Merrill Lynch Capital, a Division of
   Merrill Lynch Business Financial Services Inc.   $    17,500,000
First Bank                                          $    10,000,000
AGGREGATE BASE COMMITMENT                           $150,000,000.00


                             INCREMENTAL COMMITMENTS



                      LENDER                        INCREMENTAL COMMITMENT
                      ------                        ----------------------
                                                 
LaSalle Bank National Association                       $   10,000,000
Southwest Bank of St. Louis                             $    8,750,000
National City Bank of the  Midwest                      $    8,750,000
Fifth Third Bank                                        $    8,750,000
First Bank                                              $    8,750,000



                                       14



                             INCREMENTAL COMMITMENTS



                      LENDER                        INCREMENTAL COMMITMENT
                      ------                        ----------------------
                                                 
Merrill Lynch Capital, a Division of
   Merrill Lynch Business Financial Services Inc.       $    5,000,000
AGGREGATE INCREMENTAL COMMITMENT                        $50,000,000.00


          q) COMMITMENT AND ACCEPTANCE. A new Exhibit 3.4.1 to the Second
Amended and Restated Loan Agreement shall added in the form of the attached
Exhibit 3.4.1.

          r) COMPLIANCE CERTIFICATE. Schedule II to the Compliance Certificate
attached as Exhibit 14.14 to the Second Amended and Restated Loan Agreement
shall be replaced in its entirety with the attached Schedule II to Exhibit
14.14.

          s) TOTAL INDEBTEDNESS TO EBITDA. For purposes of calculating the Base
Rate Margin, the Eurodollar Margin and the Letter of Credit Fee pursuant to the
terms of the Second Amended and Restated Loan Agreement, as of the date on which
this Amendment becomes effective in accordance with Section 2 hereof, Borrower's
ratio of Total Indebtedness to EBITDA is hereby agreed to be greater than 2.00
to 1. Thereafter, and commencing with the quarter ending June 30, 2006, the
applicable Margins shall be re-determined by Administrative Agent promptly after
each delivery by Borrower to Administrative Agent of Borrower's Financial
Statements (and accompanying Compliance Certificate) as required in Section
14.14.2 of the Second Amended and Restated Loan Agreement, and will become
applicable on the third Business Day following the day when Borrower delivers
such Financial Statements (and accompanying Compliance Certificate) to
Administrative Agent.

          t) CHANGE OF ADDRESS. For all purposes under the Second Amended and
Restated Loan Agreement and each other Loan Document, the address of the chief
executive office of each Covered Person and the address for any notice delivered
to a Covered Person pursuant to any Loan Document shall be as follows:

     11432 Lackland Road
     St. Louis, MO 63146
     Attention: William W. Canfield

     Notices to include a copy to:

     Bryan Cave LLP
     One Metropolitan Square, Suite 3600
     St. Louis, Missouri 63102
     Attention: R. Randall Wang and Karen W. Fries

In connection with the foregoing change, each Covered Person hereby authorizes
the


                                       15


Administrative Agent to prepare and file such UCC financing statements as are
necessary to amend the UCC financing statements previously filed in connection
with the Security Interests granted pursuant to the Loan Documents.

     2.   CONDITIONS PRECEDENT TO AMENDMENT.

     As a condition precedent to Lenders' consent to the amendments as described
herein and to the effectiveness of this Amendment, the following must have been
satisfied:

          a) This Agreement. Borrower, each Guarantor, and each Lender shall
have executed and delivered this Amendment to Administrative Agent's possession
and Borrower shall have paid to the Administrative Agent all fees related to
this Amendment.

          b) Revolving Notes. Borrower shall have executed and delivered the
following Revolving Notes to the Administrative Agent in substitution of the
Revolving Loan Notes issued by the Borrower to each Lender on November 1, 2005
(other than in the case of MLC with respect to which a new Revolving Note will
not be issued and the existing Amended and Restated Revolving Note dated
November 1, 2005 in the amount of $17,500,000 payable to MLC shall remain in
effect):

               (i) Amended and Restated Revolving Note in the principal amount
               of $55,000,000 from Borrower in favor of LBNA;

               (ii) Amended and Restated Revolving Note in the principal amount
               of $43,750,000 from Borrower in favor of SWB;

               (iii) Amended and Restated Revolving Note in the principal amount
               of $33,750,000 from Borrower in favor of NCB;

               (iv) Amended and Restated Revolving Note in the principal amount
               of $26,250,000 from Borrower in favor of FTB;

               (v) Amended and Restated Revolving Note in the principal amount
               of $18,750,000 from Borrower in favor of FB; and

               (vi) Amended and Restated Revolving Note in the principal amount
               of $22,500,000 from Borrower in favor of MLC.

          c) Other Loan Documents. The Administrative Agent shall have received
such consents, approvals, opinions, certificates, documents and information as
Administrative Agent deems necessary.

          d) Representations and Warranties. Except as set forth on Schedule I
hereto, the Representations and Warranties set forth in Section 12 of the Second
Amended and Restated Loan Agreement shall be true and correct as of the date of
this Amendment.

          e) Compliance with Loan Documents. The Borrower and each Guarantor
shall be in full compliance with all of the terms and conditions of the Loan
Documents, and there


                                       16



shall be no Existing Default thereunder, and no Default or Event of Default
shall have occurred and be continuing thereunder or shall result after giving
effect to this Amendment.

          f) Closing of Approved Acquisition. The Administrative Agent shall be
satisfied that all material requirements to close the Approved Acquisition shall
have been satisfied or waived by the parties to the Approved Acquisition
Documents, except for the payment of the purchase price.

     3.   MISCELLANEOUS.

          a) Loan Documents Continue. Except as specifically amended by this
Amendment, all of the terms, provisions, conditions, agreements, covenants,
representations, warranties and powers contained in the Loan Documents shall be
and remain in full force and effect and the same are hereby ratified and
confirmed and are incorporated herein by reference. Reference to this Amendment
need not be made in any note, document, letter, certificate, Loan Documents, or
any communication issued or made pursuant to or with respect to the Loan
Documents; any reference to the Loan Documents being sufficient to refer to the
Loan Documents as amended hereby. In no manner shall this Amendment impair the
Loan Documents, the rights, remedies obligations, liabilities, liens or security
interests represented thereby, nor shall any such rights, remedies, obligations,
liabilities, liens or security interests be in any manner waived or impaired,
diminished or discharged hereby.

          b) Counterparts. This Amendment may be executed by the parties hereto
on any number of separate counterparts, and all such counterparts taken together
shall constitute one and the same instrument. It shall not be necessary in
making proof of this Amendment to produce or account for more than one
counterpart signed by the party to be charged.

  (Signatures of Borrower, Guarantors, and Lenders are on the following pages.)


                                       17



     IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the
date first written above.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        AS ADMINISTRATIVE AGENT AND A LENDER


                                        By: /s/ Tom Harmon
                                            ------------------------------------
                                        Print Name: Tom Harmon
                                        Title: Senior Vice President


                                       18



     IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the
date first written above.

                                        SOUTHWEST BANK OF ST. LOUIS,
                                        AS A LENDER


                                        By: /s/ Robert W. Sellers
                                            ------------------------------------
                                        Print Name: Robert W. Sellers
                                        Title: Senior Vice President


                                       19



     IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the
date first written above.

                                        NATIONAL CITY BANK OF THE MIDWEST,
                                        AS A LENDER


                                        By: /s/ Eric Hartman
                                            ------------------------------------
                                        Print Name: Eric Hartman
                                        Title: Vice President


                                       20



     IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the
date first written above.

                                        FIFTH THIRD BANK, AS A LENDER


                                        By: /s/ Shawn D. Hagan
                                            ------------------------------------
                                        Print Name: Shawn D. Hagan
                                        Title: Vice President


                                       21



     IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the
date first written above.

                                        MERRILL LYNCH CAPITAL, A DIVISION
                                        OF MERRILL LYNCH BUSINESS
                                        FINANCIAL SERVICES INC., AS A LENDER


                                        By: /s/ Phillip J. Salter
                                            ------------------------------------
                                        Print Name: Phillip J. Salter
                                        Title: Vice President


                                       22



     IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the
date first written above.

                                        FIRST BANK, AS A LENDER


                                        By: /s/ Keith M. Schmelder
                                            ------------------------------------
                                        Print Name: Keith M. Schmelder
                                        Title: Senior Vice President


                                       23



     IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the
date first written above.

                                       BORROWER:

                                       TALX CORPORATION, A MISSOURI CORPORATION,
                                       AS BORROWER


                                       By: /s/ L. Keith Graves
                                           -------------------------------------
                                       Print Name: L. Keith Graves
                                       Title: Chief Financial Officer


                                       24


                    ACKNOWLEDGEMENT AND CONSENT OF GUARANTORS

Each Guarantor (i) acknowledges the amendments to the Second Amended and
Restated Loan Agreement as set forth in this Amendment; (ii) consents to the
execution of this Amendment by the Borrower, (iii) acknowledges that this
consent is not required under the terms of its Guaranty and that the execution
hereof by the Guarantor shall not be construed to require the Lenders to obtain
its acknowledgment to any future amendment, modification or waiver of any term
of the Agreement except as otherwise provided in said Guaranty, and (iv)
acknowledges that it shall be bound by the terms of the Second Amended and
Restated Credit Agreement as amended by this Amendment. Each Guarantor hereby
agrees that the Guaranty with respect to which it is a party shall apply,
without limitation, to all indebtedness, obligations and liabilities of the
Borrower under the Second Amended and Restated Loan Agreement as amended by this
Amendment and that such Guaranty shall be and remain in full force and effect.

TALX UCM SERVICES, INC., A MISSOURI     TALX FASTIME SERVICES, INC., A TEXAS
CORPORATION, AS A GUARANTOR             CORPORATION, AS A GUARANTOR


By: /s/ L. Keith Graves                 By: /s/ L. Keith Graves
    ---------------------------------       ------------------------------------
Name: L. Keith Graves                   Name: L. Keith Graves
Title: Chief Financial Officer          Title: Chief Financial Officer


TALX EMPLOYER SERVICES, LLC, A          UI ADVANTAGE, INC., A MARYLAND
MISSOURI LIMITED LIABILITY COMPANY,     CORPORATION, AS A GUARANTOR
AS A GUARANTOR


By: /s/ L. Keith Graves                 By: /s/ L. Keith Graves
    ---------------------------------       ------------------------------------
Name: L. Keith Graves                   Name: L. Keith Graves
Title: Chief Financial Officer          Title: Chief Financial Officer


TBT ENTERPRISES, INCORPORATED, A        NET PROFIT, INC., A SOUTH CAROLINA
MARYLAND CORPORATION, AS A GUARANTOR    CORPORATION, AS A GUARANTOR


By: /s/ L. Keith Graves                 By: /s/ L. Keith Graves
    ---------------------------------       ------------------------------------
Name: L. Keith Graves                   Name: L. Keith Graves
Title: Chief Financial Officer          Title: Chief Financial Officer


TALX TAX INCENTIVE SERVICES, LLC, A     JON-JAY ASSOCIATES, INC., A
MISSOURI LIMITED LIABILITY COMPANY,     MASSACHUSETTS CORPORATION, AS A
AS A GUARANTOR                          GUARANTOR


By: /s/ L. Keith Graves                 By: /s/ L. Keith Graves
    ---------------------------------       ------------------------------------
Name: L. Keith Graves                   Name: L. Keith Graves
Title: Chief Financial Officer          Title: Chief Financial Officer


TALX TAX CREDITS AND INCENTIVES, LLC,   MANAGEMENT INSIGHT INCENTIVES, LLC, A
A MISSOURI LIMITED LIABILITY COMPANY,   MISSOURI LIMITED LIABILITY COMPANY,
AS A GUARANTOR                          AS A GUARANTOR


By: /s/ L. Keith Graves                 By: /s/ L. Keith Graves
    ---------------------------------       ------------------------------------
Name: L. Keith Graves                   Name: L. Keith Graves
Title: Chief Financial Officer          Title: Chief Financial Officer


UNEMPLOYMENT SERVICES, LLC, A
MISSOURI LIMITED LIABILITY COMPANY,
AS A GUARANTOR


By: /s/ L. Keith Graves
    ---------------------------------
Name: L. Keith Graves
Title: Chief Financial Officer


                                       25



                                  EXHIBIT 3.4.1
                            COMMITMENT AND ACCEPTANCE

                                        Date _________

LaSalle Bank National Association
One North Brentwood, Suite 950
St. Louis, Missouri 63105
Attention: [____________]

Ladies and Gentlemen:

     Reference is hereby made to that certain Second Amended and Restated Loan
Agreement dated April 14, 2005 by and among TALX Corporation, as Borrower, the
Guarantors signatory thereto, the financial institutions party thereto as
Lenders and LaSalle Bank National Association, in its individual capacity as a
Lender and as Agent (as amended, restated, supplemented or otherwise modified,
the "Loan Agreement"). Defined terms used herein and not otherwise defined
herein shall have the meanings given to them in the Loan Agreement.

     Pursuant to Section 3.4.1 of the Loan Agreement, the Borrower has requested
an increase in the Aggregate Revolving Loan Commitment in the amount of
$__________ from $____________ to $____________. Such increase in the Aggregate
Revolving Loan Commitment is to become effective on the date (the "Effective
Date") which is the later of (i) __________, _____ and (ii) the date on which
the conditions precedent set forth in Section 3.4.1 in respect of such increase
have been satisfied. In connection with such requested increase in the Aggregate
Revolving Loan Commitment, the Administrative Agent and _______________ (the
"Accepting Bank") hereby agree as follows:

     1. Effective as of the Effective Date, the Accepting Bank shall become a
party to the Loan Agreement as a Lender and shall have all of the rights and
obligations of a Lender thereunder and shall thereupon have a [Revolving Loan
Commitment under and for purposes of the Loan Agreement in an amount equal to
the] or [the Revolving Loan Commitment of the Accepting Bank under the Loan
Agreement shall be increased from $_________ to the] amount set forth opposite
the Accepting Bank's name on the signature page hereof.

     2. The Accepting Bank hereby (i) confirms that it has received a copy of
the Loan Agreement, together with copies of such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into this Commitment and Acceptance agreement; (ii) agrees that it will,
independently and without reliance upon the Administrative Agent or any other
Lender and based on such documents and information as it shall deemed
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Agreement; (iii) appoints and authorizes the
Administrative Agent to take such action as contractual representative on its
behalf and to exercise such powers under


                                       26



the Loan Agreement and the other Loan Documents as are delegated to the
Administrative Agent by the terms thereof, together with such powers as are
reasonably incidental thereto; and (iv) agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Loan Agreement are required to be performed by it as a Lender.

     Revolving Loan Commitment:         [Name of Lender]

     $_____________________


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Administrative Agent


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        TALX CORPORATION,
                                        as Borrower


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                       27



                      SCHEDULE II TO COMPLIANCE CERTIFICATE

All calculations done in accordance with GAAP on a consolidated basis, in
accordance with the provisions of the Second Amended and Restated Loan Agreement
and based on the period ended __________________. Any inconsistencies between
the descriptions of the items set forth in this Schedule II and the terms of any
of Sections 16.1 through 16.6 shall be resolved in favor of the terms set forth
in Sections 16.1 through 16.6. Reference should be made to Sections 16.1 through
16.6 of the Second Amended and Restated Loan Agreement for more specific
instructions regarding the calculation periods and how the components of the
financial covenants should be calculated.

                                                                                      
I.   EBITDA (for preceding four fiscal quarters) (Section 16.1):
          (i)    Net Income                                                              $_________
          (ii)   Interest Expense                                                        $_________
          (iii)  Federal, State and Local Income Tax expense accrued for as a
                 liability                                                               $_________
          (iv)   Amortization of good will and other intangible assets and
                 depreciation expense taken or accrued for in such period,
                 without duplication                                                     $_________
          (v)    Extraordinary losses in such period incurred or accrued for in
                 such period, without duplication                                        $_________
          (vi)   Share based compensation expense                                        $_________
          (vii)  Sums related to consummation of Approved Acquisition
                 ($2,700,000.00, $1,675,000.00, $650,000.00, or $325,000.00, if
                 applicable)                                                             $_________
          (viii) Sum of Items (i) through (vii)                                          $_________
          (ix)   Extraordinary income/gain in such period incurred or accrued
                 for in such period, without duplication                                 $_________
          (x)    Items (viii) minus Item (ix) -- EBITDA                                  $_________

II.  EBIT (for preceding four fiscal quarters) (Section 16.1):
          (i)    Net Income                                                              $_________
          (ii)   Interest Expense                                                        $_________




                                       28



                                                                                      
          (iii)  Federal, State and Local Income Tax expense accrued for as a
                 liability                                                               $_________
          (iv)   Share based compensation expense                                        $_________
          (v)    Sums related to consummation of Approved Acquisition
                 ($2,700,000.00, $1,675,000.00, $650,000.00, or $325,000.00, if
                 applicable)                                                             $_________
          (vi)   Sum of Items (i) through (v) - EBIT                                     $_________

III. MINIMUM INTEREST COVERAGE (for preceding four fiscal quarters) (Section 16.3)
     A.   EBIT (for preceding four fiscal quarters per Item II (vi))                     $_________
          Less:  (i)  Dividends                                                          $_________
                 (ii) Federal, State and Local Income Tax expense accrued
                      for as a liability                                                 $_________
     B.   Subtotal (EBIT minus (i) and (ii))                                             $_________
     C.   Interest Expense                                                               $_________
     D.   Ratio of Item B to Item C                                                       ____: 1.0
     E.   Minimum ratio required by Section 16.3: 2.0 to 1.

IV.  TOTAL INDEBTEDNESS TO EBITDA (for preceding four fiscal quarters) (Section  16.4)
     A.   Total Indebtedness                                                             $_________
     B.   EBITDA (for preceding four fiscal quarters per Item I (xiii))                  $_________
     C.   Ratio of Item A to Item B                                                       ____: 1.0
     D.   Maximum Ratio of Total Indebtedness to EBITDA permitted by Section
          16.4: 2.50 to 1; provided that, notwithstanding the foregoing, for
          the fiscal quarters ending June 30, 2006 and September 30, 2006, the
          Borrower's ratio of Total Indebtedness to EBITDA shall not be greater
          than 2.75 to 1.




                                       29



                                                                                      
V.   MINIMUM EBITDA (for preceding four fiscal quarters) (Section 16.6)
     A.   EBITDA (for preceding four fiscal quarters per Item 1 (xiii))                  $_________
     B.   75% EBITDA of Permitted Acquisitions                                           $_________
     C.   Minimum EBITDA required by Section 16.6: commencing with the quarter
          ending June 30, 2006, $60,400,000 plus 75% EBITDA of Permitted
          Acquisitions                                                                   $_________




                                       30

EX-10.45

                                                                   EXHIBIT 10.45

                    THIRD AMENDED AND RESTATED LOAN AGREEMENT

                                      AMONG

                    TALX CORPORATION, A MISSOURI CORPORATION

                                   AS BORROWER

                        LASALLE BANK NATIONAL ASSOCIATION

                             AS ADMINISTRATIVE AGENT

                                       AND

                   THE FROM TIME TO TIME LENDERS PARTY HERETO

                            DATED AS OF MAY 25, 2006



                                TABLE OF CONTENTS

                                                                                  
1. EFFECTIVE DATE................................................................     1
2. DEFINITIONS AND RULES OF CONSTRUCTION.........................................     1
   2.1. LISTED DEFINITIONS.......................................................     1
   2.2. OTHER DEFINITIONS........................................................     2
   2.3. REFERENCES TO COVERED PERSON.............................................     2
   2.4. REFERENCES TO REQUIRED LENDERS...........................................     2
   2.5. ACCOUNTING TERMS.........................................................     2
   2.6. MEANING OF SATISFACTORY..................................................     2
   2.7. COMPUTATION OF TIME PERIODS..............................................     2
   2.8. GENERAL..................................................................     2
3. LENDERS' COMMITMENTS..........................................................     3
   3.1. REVOLVING LOAN COMMITMENTS...............................................     3
      3.1.1. AGGREGATE AMOUNT....................................................     3
      3.1.2. LIMITATION ON REVOLVING LOAN ADVANCES...............................     4
      3.1.3. REVOLVING NOTES.....................................................     4
   3.2. INTENTIONALLY DELETED....................................................     4
   3.3. LETTER OF CREDIT COMMITMENT..............................................     4
   3.4. INCREASES IN AGGREGATE REVOLVING LOAN COMMITMENT.........................     5
   3.5. SWINGLINE FACILITY.......................................................     8
      3.5.1. SWINGLINE LOANS.....................................................     8
      3.5.2. PRINCIPAL AND INTEREST ON SWINGLINE LOANS...........................     8
      3.5.3 REFUNDING SWINGLINE LOANS............................................     9
   3.6 REDUCTIONS OF AGGREGATE REVOLVING LOAN COMMITMENT.........................    10
4. INTEREST......................................................................    10
   4.1. INTEREST ON DRAWS ON LETTERS OF CREDIT...................................    10
   4.2. INTEREST ON AGGREGATE REVOLVING LOANS....................................    10
   4.3. ADJUSTED BASE RATE.......................................................    10
   4.4. ADJUSTED EURODOLLAR RATE.................................................    10
   4.5. BASE RATE MARGINS AND EURODOLLAR MARGINS.................................    11
   4.6. CONVERSION OF LOANS......................................................    11
   4.7. INTEREST PERIODS FOR EURODOLLAR LOANS....................................    12
   4.8. TIME OF ACCRUAL..........................................................    12
   4.9. COMPUTATION..............................................................    12
   4.10. RATE AFTER MATURITY.....................................................    12
5. FEES..........................................................................    12
   5.2. REVOLVING LOAN UNUSED FEE................................................    12
   5.3. LETTER OF CREDIT FEE.....................................................    13
   5.4. LETTER OF CREDIT FRONTING FEE............................................    13
   5.5. OTHER LETTER OF CREDIT FEES..............................................    13
   5.6. ADMINISTRATIVE AGENT'S FEES..............................................    13
   5.7. CALCULATION OF FEES......................................................    13
6. PAYMENTS......................................................................    13
   6.1. SCHEDULED PAYMENTS ON AGGREGATE REVOLVING LOAN...........................    14
      6.1.1. INTEREST............................................................    14



                                       i


                                                                                  
      6.1.2. PRINCIPAL...........................................................    14
   6.2. INTENTIONALLY DELETED....................................................    14
   6.3. PREPAYMENTS..............................................................    14
      6.3.1. VOLUNTARY PREPAYMENTS...............................................    14
      6.3.2. MANDATORY PREPAYMENTS WHEN OVER-ADVANCES EXIST......................    14
   6.4. REIMBURSEMENT OBLIGATIONS OF BORROWER....................................    15
   6.5. MANNER OF PAYMENTS AND TIMING OF APPLICATION OF PAYMENTS.................    15
      6.5.1. PAYMENT REQUIREMENT.................................................    15
      6.5.2. APPLICATION OF PAYMENTS AND PROCEEDS................................    15
      6.5.3. INTEREST CALCULATION................................................    15
   6.6. RETURNED INSTRUMENTS.....................................................    16
   6.7. COMPELLED RETURN OF PAYMENTS OR PROCEEDS.................................    16
   6.8. DUE DATES NOT ON BUSINESS DAYS...........................................    16
7. PROCEDURE FOR OBTAINING ADVANCES AND LETTERS OF CREDIT........................    16
   7.2. LOAN ADVANCES............................................................    16
      7.2.1. BORROWER REQUESTS...................................................    16
      7.2.2. ADMINISTRATIVE AGENT'S RIGHT TO MAKE OTHER REVOLVING LOAN ADVANCES..    17
            7.2.2.1. PAYMENT OF LOAN OBLIGATIONS.................................    17
   7.3. LETTERS OF CREDIT........................................................    17
   7.4. FUNDINGS.................................................................    17
      7.4.1. REVOLVING ADVANCES..................................................    17
      7.4.2. DRAWS ON LETTERS OF CREDIT..........................................    17
      7.4.3. ALL FUNDINGS RATABLE................................................    18
   7.5. ADMINISTRATIVE AGENT'S AVAILABILITY ASSUMPTION...........................    18
      7.5.1. ASSUMPTION AS TO LENDERS............................................    18
      7.5.2. ASSUMPTION AS TO BORROWER...........................................    19
   7.6. DISBURSEMENT.............................................................    19
   7.7. RESTRICTIONS ON ADVANCES.................................................    19
   7.8. RESTRICTION ON NUMBER OF EURODOLLAR LOANS................................    19
   7.9. EACH ADVANCE REQUEST AND LETTER OF CREDIT REQUEST A CERTIFICATION........    19
   7.10. REQUIREMENTS FOR EVERY ADVANCE REQUEST..................................    20
   7.11. REQUIREMENTS FOR EVERY LETTER OF CREDIT REQUEST.........................    20
   7.12. EXONERATION OF ADMINISTRATIVE AGENT AND LENDERS.........................    20
8. SECURITY AND GUARANTIES.......................................................    20
10. Conditions of Lending........................................................    21
   10.1. CONDITIONS TO INITIAL ADVANCE...........................................    21
      10.1.1. LISTED DOCUMENTS AND OTHER ITEMS...................................    21
      10.1.2. FINANCIAL CONDITION................................................    21
      10.1.3. NO DEFAULT.........................................................    21
      10.1.5. REPRESENTATIONS AND WARRANTIES.....................................    21
      10.1.6. NO MATERIAL ADVERSE CHANGE.........................................    21
      10.1.7. PENDING MATERIAL PROCEEDINGS.......................................    22
      10.1.8. PAYMENT OF FEES AND EXPENSES.......................................    22
      10.1.11. INSURANCE.........................................................    22
      10.1.12. ENVIRONMENTAL.....................................................    22



                                       ii


                                                                                  
      10.1.13. OTHER ITEMS.......................................................    22
   10.2. CONDITIONS TO SUBSEQUENT ADVANCES.......................................    22
      10.2.1. GENERAL CONDITIONS.................................................    22
      10.2.2. REPRESENTATIONS AND WARRANTIES.....................................    22
      10.2.3. NO DEFAULT.........................................................    22
   10.3. CONDITIONS TO ADVANCES FOR APPROVED ACQUISITIONS........................    22
      10.3.1. APPROVED ACQUISITION DELIVERABLES..................................    23
      10.3.3. ADDITIONAL SUBSIDIARIES............................................    23
      10.3.6. REQUEST TO FUND....................................................    24
11. CONDITIONS TO ISSUANCE OF LETTERS OF CREDIT..................................    24
   11.1. NO PROHIBITIONS.........................................................    24
   11.2. REPRESENTATIONS AND WARRANTIES..........................................    24
   11.3. NO DEFAULT..............................................................    24
   11.4. OTHER CONDITIONS........................................................    24
12. REPRESENTATIONS AND WARRANTIES...............................................    24
   12.1. ORGANIZATION AND EXISTENCE..............................................    25
   12.2. AUTHORIZATION...........................................................    25
   12.3. DUE EXECUTION...........................................................    25
   12.4. ENFORCEABILITY OF OBLIGATIONS...........................................    25
   12.5. BURDENSOME OBLIGATIONS..................................................    25
   12.6. LEGAL RESTRAINTS........................................................    25
   12.7. LABOR CONTRACTS AND DISPUTES............................................    25
   12.8. NO MATERIAL PROCEEDINGS.................................................    26
   12.9. MATERIAL LICENSES.......................................................    26
   12.10. COMPLIANCE WITH MATERIAL LAWS..........................................    26
      12.10.1. GENERAL COMPLIANCE WITH ENVIRONMENTAL LAWS AND EMPLOYMENT LAWS....    26
      12.10.2. PROCEEDINGS.......................................................    26
      12.10.3. INVESTIGATIONS REGARDING HAZARDOUS MATERIALS......................    26
      12.10.4. NOTICES AND REPORTS REGARDING HAZARDOUS MATERIALS.................    26
      12.10.5. ENVIRONMENTAL PROPERTY TRANSFER ACTS..............................    26
   12.12. CONSUMMATION OF THE APPROVED ACQUISITIONS..............................    26
   12.13. PRIOR TRANSACTIONS.....................................................    27
   12.15. SOLVENCY...............................................................    27
   12.16. PROJECTIONS; PRO FORMA BALANCE SHEET...................................    27
   12.17. FINANCIAL STATEMENTS...................................................    27
   12.18. NO CHANGE IN CONDITION.................................................    28
   12.19. INVESTMENTS............................................................    28
   12.20. INDEBTEDNESS...........................................................    28
   12.21. INDIRECT OBLIGATIONS...................................................    28
   12.22. OPERATING LEASES.......................................................    28
   12.23. CAPITAL LEASES.........................................................    28
   12.24. TAX LIABILITIES; GOVERNMENTAL CHARGES..................................    28
   12.25. PENSION BENEFIT PLANS..................................................    28
      12.25.1. PROHIBITED TRANSACTIONS...........................................    28
      12.25.2. CLAIMS............................................................    29



                                      iii


                                                                                  
      12.25.3. REPORTING AND DISCLOSURE REQUIREMENTS.............................    29
      12.25.4. ACCUMULATED FUNDING DEFICIENCY....................................    29
      12.25.5. MULTI-EMPLOYER PLAN...............................................    29
   12.26. WELFARE BENEFIT PLANS..................................................    29
   12.27. RETIREE BENEFITS.......................................................    29
   12.28. DISTRIBUTIONS..........................................................    29
   12.29. REAL PROPERTY..........................................................    29
   12.32. NEGATIVE PLEDGES.......................................................    30
   12.34. S CORPORATION..........................................................    30
   12.35. SUBSIDIARIES AND AFFILIATES............................................    30
   12.37. MARGIN STOCK...........................................................    30
   12.38. SECURITIES MATTERS.....................................................    30
   12.39. INVESTMENT COMPANY ACT, ETC............................................    30
   12.40. NO MATERIAL MISSTATEMENTS OR OMISSIONS.................................    31
   12.41. FILINGS................................................................    31
   12.42. BROKER'S FEES..........................................................    31
   12.43. NO HART-SCOTT RODINO FILING REQUIRED...................................    31
13. MODIFICATION AND SURVIVAL OF REPRESENTATIONS.................................    31
14. AFFIRMATIVE COVENANTS........................................................    32
   14.1. USE OF PROCEEDS.........................................................    32
   14.2. CORPORATE EXISTENCE.....................................................    32
   14.3. MAINTENANCE OF PROPERTY AND LEASES......................................    32
   14.4. INVENTORY...............................................................    32
   14.5. INSURANCE...............................................................    33
   14.6. PAYMENT OF TAXES AND OTHER OBLIGATIONS..................................    33
   14.7. COMPLIANCE WITH LAWS....................................................    33
   14.8. DISCOVERY AND CLEAN-UP OF HAZARDOUS MATERIAL............................    34
      14.8.1. IN GENERAL.........................................................    34
      14.8.2. ASBESTOS CLEAN-UP..................................................    34
   14.9. TERMINATION OF PENSION BENEFIT PLAN.....................................    35
   14.10. NOTICE TO ADMINISTRATIVE AGENT OF MATERIAL EVENTS......................    35
   14.11. BORROWING OFFICER......................................................    36
   14.13. ACCOUNTING SYSTEM......................................................    36
      14.13.1. ACCOUNT RECORDS...................................................    36
      14.13.2. TRACING OF PROCEEDS...............................................    36
   14.14. FINANCIAL STATEMENTS...................................................    37
      14.14.1. ANNUAL FINANCIAL STATEMENTS.......................................    37
      14.14.2. QUARTERLY FINANCIAL STATEMENTS....................................    37
   14.15. OTHER FINANCIAL INFORMATION............................................    38
      14.15.2. STOCKHOLDER REPORTS...............................................    38
      14.15.3. PENSION BENEFIT PLAN REPORTS......................................    38
      14.15.4. TAX RETURNS.......................................................    38
   14.18. ANNUAL PROJECTIONS.....................................................    38
   14.19. OTHER INFORMATION......................................................    38
   14.20. AUDITS BY ADMINISTRATIVE AGENT.........................................    38
   14.23. ACCESS TO OFFICERS AND AUDITORS........................................    39



                                       iv


                                                                                  
   14.24. PROFORMAS FOR PERMITTED ACQUISITIONS...................................    39
   14.26. ACQUISITION DOCUMENTS..................................................    40
   14.27. FURTHER ASSURANCES.....................................................    40
15. NEGATIVE COVENANTS...........................................................    40
   15.1. INVESTMENTS.............................................................    40
   15.2. INDEBTEDNESS............................................................    41
   15.3. PREPAYMENTS.............................................................    42
   15.4. INDIRECT OBLIGATIONS....................................................    42
   15.5. SECURITY INTERESTS......................................................    42
   15.6. NO AMENDMENTS TO ACQUISITION DOCUMENTS..................................    43
   15.7. ACQUISITIONS............................................................    43
   15.9. DISPOSAL OF PROPERTY....................................................    43
   15.10. DISTRIBUTIONS..........................................................    44
   15.11. CHANGE OF CONTROL......................................................    44
   15.12. AMENDMENT TO CHARTER DOCUMENTS.........................................    44
   15.13. CAPITAL STRUCTURE; EQUITY SECURITIES...................................    44
   15.14. CHANGE OF BUSINESS.....................................................    44
   15.15. TRANSACTIONS WITH AFFILIATES...........................................    44
   15.16. CONFLICTING AGREEMENTS.................................................    45
   15.17. SALE AND LEASEBACK TRANSACTIONS........................................    45
   15.18. NEW SUBSIDIARIES.......................................................    45
   15.19. FISCAL YEAR............................................................    45
   15.20. LEASES.................................................................    45
   15.21. TRANSACTIONS HAVING A MATERIAL ADVERSE EFFECT ON COVERED PERSON........    45
16. FINANCIAL COVENANTS..........................................................    46
   16.1. SPECIAL DEFINITIONS.....................................................    46
   16.2 INTENTIONALLY DELETED....................................................    47
   16.3. MINIMUM INTEREST COVERAGE...............................................    47
   16.5. INTENTIONALLY DELETED...................................................    47
17. DEFAULT......................................................................    47
   17.1. EVENTS OF DEFAULT.......................................................    47
      17.1.1. FAILURE TO PAY PRINCIPAL OR INTEREST...............................    47
      17.1.2. FAILURE TO PAY AMOUNTS OWED TO OTHER PERSONS.......................    48
      17.1.3. REPRESENTATIONS OR WARRANTIES......................................    48
      17.1.4. CERTAIN COVENANTS..................................................    48
      17.1.5. OTHER COVENANTS....................................................    48
      17.1.6. ACCELERATION OF OTHER INDEBTEDNESS.................................    48
      17.1.7. DEFAULT UNDER OTHER AGREEMENTS.....................................    48
      17.1.8. BANKRUPTCY; INSOLVENCY; ETC........................................    48
      17.1.9. JUDGMENTS; ATTACHMENT; SETTLEMENT; ETC.............................    49
      17.1.10. PENSION BENEFIT PLAN TERMINATION, ETC.............................    49
      17.1.11. LIQUIDATION OR DISSOLUTION........................................    49
      17.1.12. SEIZURE OF ASSETS.................................................    49
      17.1.14. LOAN DOCUMENTS; SECURITY INTERESTS................................    50
      17.1.16. GUARANTY; GUARANTOR...............................................    50
   17.2. CROSS DEFAULT...........................................................    50



                                       v


                                                                                  
   17.3. RIGHTS AND REMEDIES.....................................................    50
      17.3.1. TERMINATION OF COMMITMENTS.........................................    50
      17.3.2. ACCELERATION.......................................................    50
      17.3.3. RIGHT OF SETOFF....................................................    50
      17.3.9. JOINT AND SEVERAL..................................................    51
      17.3.10. MISCELLANEOUS.....................................................    51
   17.4. APPLICATION OF FUNDS....................................................    51
18. ADMINISTRATIVE AGENT AND LENDERS.............................................    51
   18.1. APPOINTMENT, POWERS, AND IMMUNITIES.....................................    52
   18.2. RELIANCE BY ADMINISTRATIVE AGENT........................................    52
   18.3. EMPLOYMENT OF AGENTS AND COUNSEL........................................    53
   18.4. DEFAULTS................................................................    53
   18.5. RIGHTS AS LENDER........................................................    53
   18.6. INDEMNIFICATION.........................................................    54
   18.7. NOTIFICATION OF LENDERS.................................................    54
   18.8. NON-RELIANCE ON AGENT AND OTHER LENDERS.................................    54
   18.9. RESIGNATION.............................................................    55
   18.10. COLLECTIONS AND DISTRIBUTIONS TO LENDERS BY ADMINISTRATIVE AGENT.......    55
   18.11. LENDER AS NON-U.S. PARTICIPANT.........................................    55
19. CHANGE IN CIRCUMSTANCES......................................................    56
   19.1. COMPENSATION FOR INCREASED COSTS AND REDUCED RETURNS....................    56
      19.1.1. LAW CHANGES OR TAX IMPOSITIONS.....................................    57
      19.1.2. CAPITAL ADEQUACY...................................................    57
      19.1.3. NOTICE TO BORROWER.................................................    58
   19.2. MARKET FAILURE..........................................................    58
   19.3. ILLEGALITY..............................................................    58
   19.4. COMPENSATION............................................................    59
   19.5. TREATMENT OF AFFECTED LOANS.............................................    59
   19.6. TAXES...................................................................    60
      19.6.1. GROSS-UP...........................................................    60
      19.6.2. LENDERS' UNDERTAKINGS..............................................    61
      19.6.3. SURVIVAL OF BORROWER'S OBLIGATIONS.................................    62
   19.7. USURY...................................................................    62
20. GENERAL......................................................................    62
   20.1. LENDERS' RIGHT TO CURE..................................................    62
   20.2. RIGHTS NOT EXCLUSIVE....................................................    62
   20.3. SURVIVAL OF AGREEMENTS..................................................    62
   20.4. ASSIGNMENTS.............................................................    62
      20.4.1. PERMITTED ASSIGNMENTS..............................................    62
      20.4.2. CONSEQUENCES AND EFFECT OF ASSIGNMENTS.............................    63
      20.4.3. AGREEMENTS UPON ASSIGNMENT.........................................    64
      20.4.4. REGISTER...........................................................    64
      20.4.5. NOTICE TO BORROWER OF ASSIGNMENT...................................    64
      20.4.6. ASSIGNMENT TO FEDERAL RESERVE BANK.................................    65
   20.5. SALE OF PARTICIPATIONS..................................................    65
   20.6. INTENTIONALLY DELETED...................................................    65



                                       vi

                                                                                  
   20.7. INFORMATION.............................................................    65
   20.8. PAYMENT OF EXPENSES.....................................................    66
   20.9. GENERAL INDEMNITY.......................................................    66
   20.10. LETTERS OF CREDIT......................................................    67
   20.11. CHANGES IN ACCOUNTING PRINCIPLES.......................................    67
   20.12. LOAN RECORDS...........................................................    68
   20.13. OTHER GUARANTIES.......................................................    68
   20.14. LOAN OBLIGATIONS PAYABLE IN DOLLARS....................................    68
21. Miscellaneous................................................................    69
   21.1. NOTICES.................................................................    69
   21.2. AMENDMENTS AND MODIFICATIONS; WAIVERS AND CONSENTS......................    69
   21.3. RIGHTS CUMULATIVE.......................................................    70
   21.4. SUCCESSORS AND ASSIGNS..................................................    70
   21.5. SEVERABILITY............................................................    70
   21.6. COUNTERPARTS............................................................    70
   21.7. GOVERNING LAW; NO THIRD PARTY RIGHTS....................................    70
   21.8. COUNTERPART FACSIMILE EXECUTION.........................................    70
   21.9. EFFECT OF MERGER OF BANK................................................    71
   21.10. NEGOTIATED TRANSACTION.................................................    71
   21.11. CHOICE OF FORUM........................................................    71
   21.12. SERVICE OF PROCESS.....................................................    72
   21.13. WAIVER OF JURY TRIAL...................................................    72
   21.14. INCORPORATION BY REFERENCE.............................................    72
   21.15. PATRIOT ACT NOTIFICATION...............................................    72
   21.17. STATUTORY NOTICE - ORAL COMMITMENTS....................................    73



                                      vii


                    THIRD AMENDED AND RESTATED LOAN AGREEMENT

      In consideration of the mutual agreements herein and other sufficient
consideration, the receipt of which is hereby acknowledged, TALX Corporation, a
Missouri corporation (Borrower), and LaSalle Bank National Association
(LaSalle), as Administrative Agent, LaSalle and the other lenders listed on
Exhibit 3 to this Third Amended and Restated Loan Agreement (Agreement), as
Lenders, agree as follows:

      The Borrower, LaSalle and Southwest Bank of St. Louis entered into that
certain Loan Agreement dated March 27, 2002, as amended by that certain First
Amendment to Loan Agreement dated July 29, 2002 among Borrower, LaSalle and
Southwest Bank of St. Louis, as further amended by that certain Second Amendment
to Loan Agreement dated January 27, 2003 among Borrower, LaSalle and Southwest
Bank of St. Louis, as further amended by that certain Third Amendment to Loan
Agreement dated June 30, 2003 among Borrower, LaSalle and Southwest Bank of St.
Louis (as so amended, the Original Loan Agreement), as amended and restated by
that certain Amended and Restated Loan Agreement dated March 31, 2004, as
amended by that certain First Amendment to Amended and Restated Loan Agreement
dated September 9, 2004, as further amended by that certain Second Amendment to
Amended and Restated Loan Agreement dated September 30, 2004 (as so amended, the
First Amended and Restated Loan Agreement), as amended and restated by that
certain Second Amended and Restated Loan Agreement dated April 14, 2005, as
amended by that certain First Amendment to Second Amended and Restated Loan
Agreement dated November 1, 2005, as further amended by that certain Second
Amendment to Second Amended and Restated Loan Agreement dated April 6, 2006 (as
so amended, the Second Amended and Restated Loan Agreement).

      In connection with the issuance by the Borrower of Parity Debt, the
Administrative Agent and the Lenders will release their Security Interests
securing the Loan Obligations and in connection therewith, the parties hereto
desire to amend and restate the Second Amended and Restated Loan Agreement for
the sake of clarity and convenience. This Agreement amends and restates, and the
parties hereto hereby expressly agree that it does not constitute an
extinguishment of the Loan Obligations pursuant to the Second Amended and
Restated Loan Agreement. This Agreement and each Loan Document executed in
connection herewith, evidences a refinancing of the Loan Obligations under the
Second Amended and Restated Loan Agreement. All such Loan Obligations are
amended and restated by this Agreement and shall constitute Loan Obligations
hereunder. From and after the Execution Date (defined below), all references
made to the Original Loan Agreement, the First Amended and Restated Loan
Agreement or the Second Amended and Restated Loan Agreement in any Loan Document
or in any other instrument or document shall, without more, be deemed to refer
to this Agreement and the Loan Documents executed in connection herewith.

1. EXECUTION DATE. This Agreement is executed as of May 25, 2006.

2. DEFINITIONS AND RULES OF CONSTRUCTION.

      2.1. LISTED DEFINITIONS. Capitalized words defined in the Glossary
      attached hereto as Exhibit 2.1 shall have such defined meanings wherever
      used in this Agreement and the other Loan Documents. The inclusion of a
      defined term in the Glossary that is not used

                                       1


      elsewhere in this Agreement or in the other Loan Documents shall not
      affect the interpretation or construction of this Agreement or the other
      Loan Documents.

      2.2. OTHER DEFINITIONS. If a capitalized word in this Agreement is not
      defined in the Glossary, it shall have such meaning as defined elsewhere
      herein, or if not defined elsewhere herein, the meaning defined in the
      UCC. Terms are italicized in this Agreement where they are defined.

      2.3. REFERENCES TO COVERED PERSON. The words Covered Person, a Covered
      Person, any Covered Person, each Covered Person and every Covered Person
      refer to Borrower and each of its now existing or later acquired, created
      or organized Subsidiaries separately. The words Covered Persons refers to
      Borrower and its now existing or later acquired, created or organized
      Subsidiaries collectively.

      2.4. REFERENCES TO REQUIRED LENDERS. The words Required Lenders means a
      minimum of three (3) Lenders whose shares of Lenders' Exposure at the
      relevant time aggregate at least fifty-one percent (51%).

      2.5. ACCOUNTING TERMS. Unless the context otherwise requires, accounting
      terms herein that are not defined herein shall be determined under GAAP.
      All financial measurements contemplated hereunder respecting Borrower
      shall be made and calculated for Borrower and all of its now existing or
      later acquired, created or organized Subsidiaries, if any, on a
      consolidated and consolidating basis in accordance with GAAP unless
      expressly provided otherwise herein.

      2.6. MEANING OF SATISFACTORY. Whenever herein a document or matter is
      required to be satisfactory to Administrative Agent or satisfactory to
      Lenders or satisfactory to Required Lenders, unless expressly stated
      otherwise such document must be satisfactory to Administrative Agent,
      Lenders or Required Lenders (as applicable) in both form and substance,
      and unless expressly stated otherwise Administrative Agent, Lenders or
      Required Lenders (as applicable) shall have the commercially reasonable
      discretion to determine whether the document or matter is satisfactory.

      2.7. COMPUTATION OF TIME PERIODS. In computing or defining periods of time
      from a specified date to a later specified date, and in computing the
      accrual of interest or fees, the word from shall mean from and including
      and the words to and until shall each mean to but excluding. Periods of
      days referred to in this Agreement shall be counted in calendar days
      unless Business Days are expressly prescribed, and references in this
      Agreement to months and years are to calendar months and calendar years
      unless otherwise specified.

      2.8. GENERAL. Unless the context of this Agreement clearly requires
      otherwise: (i) references to the plural include the singular and vice
      versa; (ii) references to any Person include such Person's successors and
      assigns, but, only if such successors and assigns are permitted by this
      Agreement; (iii) references to one gender include all genders; (iv)
      including is not limiting; (v) "or" has the inclusive meaning represented
      by the phrase "and/or"; (vi) the words "hereof," "herein," "hereby,"
      "hereunder" and similar terms in

                                       2


      this Agreement refer to this Agreement as a whole, including its Exhibits,
      and not to any particular provision of this Agreement; (vii) the word
      "Section" or "section" and "Page" or "page" refer to a section or page,
      respectively, of this Agreement, and the word "Exhibit" refers to an
      Exhibit to this Agreement unless it expressly refers to something else;
      (viii) reference to any agreement, document, or instrument (including this
      Agreement and any other Loan Document or other agreement, document or
      instrument defined herein), means such agreement, document, or instrument
      as amended, modified, restated or replaced and in effect from time to time
      in accordance with the terms thereof and, if applicable, the terms hereof,
      and includes all attachments, exhibits and schedules thereto and documents
      incorporated therein, if any; and (ix) general and specific references to
      any Law means such Law as amended, modified, codified or reenacted, in
      whole or in part, and in effect from time to time. Section captions and
      the Table of Contents are for convenience only and shall not affect the
      interpretation or construction of this Agreement or the other Loan
      Documents.

      2.9. RELEASE OF SECURITY INTERESTS. Effective as of the Effective Date,
      the Administrative Agent and each Lender hereby release any and all
      Security Interests securing the Loan Obligations which release includes,
      without limitation, (i) any Security Interests evidenced by UCC financing
      statements and intellectual property security recordations in the United
      States Patent and Trademark Office or the United States Copyright Office,
      and (ii) any Security Interests with respect to the capital stock or
      equity interests of any Subsidiary of the Borrower. Further, effective as
      of the Effective Date (i) the Security Agreements and the Pledge
      Agreements are hereby terminated, (ii) the Administrative Agent shall
      promptly file termination statements of UCC financing statements and
      releases of intellectual property security recordations in the United
      States Patent and Trademark Office and the United States Copyright Office,
      in each case, filed by the Administrative Agent in respect of the Security
      Agreements or the Pledge Agreements, (iii) the Administrative Agent
      agrees, upon the reasonable request of the Borrower, that the
      Administrative Agent will execute and deliver such additional
      terminations, releases and satisfactions of its Security Interests in any
      assets of the Borrower or its Subsidiaries as are necessary to evidence
      the foregoing release, and (iv) the Administrative Agent shall promptly
      release to the Borrower any stock certificates delivered in the possession
      of the Administrative Agent pertaining to the capital stock of the
      Borrower's Subsidiaries.

3. LENDERS' COMMITMENTS. Subject to the terms and conditions hereof, and in
reliance upon the Representations and Warranties, Lenders make the following
commitments to Borrower:

      3.1. REVOLVING LOAN COMMITMENTS.

            3.1.1. AGGREGATE AMOUNT. Subject to the limitations in Section 3.1.2
            and elsewhere herein, each Lender commits to make available to
            Borrower, from the Effective Date to the Revolving Loan Maturity
            Date, such Lender's Pro-Rata Share of an Aggregate Revolving Loan
            Commitment of $150,000,000.00, by funding such Lender's Pro-Rata
            Share of Revolving Loan Advances made from time to time by
            Administrative Agent as provided herein. The Revolving Loan

                                       3


            Commitment of each Lender on the Effective Date is listed on Exhibit
            3 hereto. The Aggregate Revolving Loan Commitment may be increased
            or decreased as provided in this Agreement. Subject to the
            limitations in Section 3.1.2 and elsewhere herein, payments and
            prepayments that are applied to reduce the Aggregate Revolving Loan
            may be re-borrowed through Revolving Loan Advances.

            3.1.2. LIMITATION ON REVOLVING LOAN ADVANCES. No Revolving Loan
            Advance will be made which would result in the sum of the Aggregate
            Revolving Loan, Swingline Loan Exposure, and the Letter of Credit
            Exposure on any Advance Date (except to the extent that a Revolving
            Loan Advance will be used immediately to reimburse Letter of Credit
            Issuer for unreimbursed draws on a Letter of Credit) exceeding the
            Aggregate Revolving Loan Commitment, and no Revolving Loan Advance
            will be made on or after the Revolving Loan Maturity Date. Lenders
            may, however, in their absolute discretion make such Revolving Loan
            Advances, but shall not be deemed by doing so to have increased the
            Maximum Available Amount and shall not be obligated to make any such
            Revolving Loan Advances thereafter. At any time that there is an
            Existing Default, the Aggregate Revolving Loan Commitment may be
            canceled as provided in Section 17.3. The Maximum Available Amount
            on any date shall be a Dollar amount equal to the Aggregate
            Revolving Loan Commitment, minus (a) the amount outstanding under
            the Aggregate Revolving Loan on such date, (b) the Letter of Credit
            Exposure on such date (except to the extent that a Revolving Loan
            Advance will be used immediately to reimburse Letter of Credit
            Issuer for unreimbursed draws on a Letter of Credit), and (c) the
            Swingline Loan Exposure.

            3.1.3. REVOLVING NOTES. The obligation of Borrower to repay each
            Lender's Revolving Loan shall be evidenced by a promissory note
            payable to the order of such Lender in a maximum principal amount
            equal to the amount of its Revolving Loan Commitment and otherwise
            in form and substance satisfactory to Lenders.

      3.2. INTENTIONALLY DELETED.

      3.3. LETTER OF CREDIT COMMITMENT. Letter of Credit Issuer commits to issue
      standby letters of credit and commercial (documentary) letters of credit
      for the account of Borrower from time to time from the Effective Date to
      the Revolving Loan Maturity Date, but only in connection with transactions
      satisfactory to Letter of Credit Issuer and only if the Letter of Credit
      Exposure will not as a result of such issuance exceed the lesser of (i)
      $1,000,000.00 and (ii) the Maximum Available Amount. The expiration date
      of any Letter of Credit will be a Business Day that is not later than the
      date which is twenty-five Business Days prior to the Revolving Loan
      Maturity Date. Immediately upon the issuance by Letter of Credit Issuer of
      a Letter of Credit in accordance with the terms and conditions of this
      Agreement, Letter of Credit Issuer shall be deemed to have sold and
      transferred to each other Lender, and such other Lender shall be deemed to
      have purchased and received from Letter of Credit Issuer, a pro-rata
      undivided interest and participation in such Letter of Credit, the
      reimbursement obligation of Borrower with respect thereto, and any
      guaranty thereof or collateral therefor. Such other Lender's pro-

                                       4


      rata undivided interest shall be the same as its Pro-Rata Share of the
      Aggregate Revolving Loan Commitment.

      3.4. INCREASES IN AGGREGATE REVOLVING LOAN COMMITMENT.

            3.4.1. REQUEST FOR INCREASE. At any time prior to April 6, 2008, the
            Borrower may request that the Aggregate Revolving Loan Commitment be
            increased without the prior written consent of all of the Lenders;
            provided that, (a) the Aggregate Revolving Loan Commitment shall at
            no time exceed $200,000,000; (b) the Borrower is not permitted to
            make any such request during the six month period following any
            reduction in the Aggregate Revolving Loan Commitment under this
            Agreement; (c) the Borrower is not permitted to make any such
            request more frequently than once in any 6-month period; and (d)
            each such request must be in a minimum amount of $10,000,000 and
            increments of $5,000,000 in excess thereof. Such request shall be
            made in a written notice given by the Borrower to the Administrative
            Agent and the Lenders not less than twenty (20) Business Days prior
            to the proposed effective date of such increase, which notice (a
            "Commitment Increase Notice") must specify the amount of the
            proposed increase in the Aggregate Revolving Loan Commitment and the
            proposed effective date of such increase.

            Any increase in the Aggregate Revolving Loan Commitment under this
            Agreement is subject to the following conditions precedent: (A)
            Borrower must have executed promissory notes in favor of each Lender
            and any Proposed New Lender in the amount of each Lender's Pro-Rata
            Share of the Aggregate Revolving Loan Commitment, as increased under
            this Section; (B) the Borrower must have obtained the consent
            thereto of each Guarantor and its reaffirmation of the Loan
            Document(s) executed by it, which consent and reaffirmation must be
            in writing and in form and substance reasonably satisfactory to the
            Administrative Agent, (C) as of the date of the Commitment Increase
            Notice and as of the proposed effective date of the increase in the
            Aggregate Revolving Loan Commitment under this Agreement, no event
            shall have occurred and then be continuing which constitutes a
            Default, Event of Default, or Existing Default under this Agreement,
            (D) the Borrower, the Administrative Agent and each Proposed New
            Lender or Lender that agreed to provide a "Commitment" in support of
            such increase in the Aggregate Revolving Loan Commitment under this
            Agreement must have executed and delivered a "Commitment and
            Acceptance" substantially in the form of Exhibit 3.4.1 hereto, (E)
            counsel for the Borrower and for the Guarantors must have provided
            to the Administrative Agent supplemental opinions in form and
            substance reasonably satisfactory to the Administrative Agent, and
            (F) the Borrower and the Proposed New Lender must otherwise have
            executed and delivered such other instruments and documents as may
            be required under Section 10.1.1 or that the Administrative Agent
            reasonably requests in connection with such increase. If any fee is
            charged by the Lenders in connection with any such increase, such
            fee shall be in accordance with then prevailing market conditions,
            which market conditions shall have been reasonably documented by the
            Administrative Agent to the Borrower. Upon satisfaction of

                                       5


            the conditions precedent to any increase in the Aggregate Revolving
            Loan Commitment under this Agreement, the Administrative Agent will
            promptly advise the Borrower and each Lender of the effective date
            of such increase.

            3.4.2. LENDERS' PARTICIPATION IN INCREASE. In the event Borrower
            delivers a Commitment Increase Notice, each of the Lenders will be
            given the opportunity to participate in the requested increase. No
            Lender shall be obligated to increase its Commitment pursuant to a
            Commitment Increase Notice. On or prior to the date that is fifteen
            (15) Business Days after receipt of the Commitment Increase Notice,
            each Lender must submit to the Administrative Agent a notice
            indicating the maximum amount by which it is willing to increase its
            Commitment in connection with such Commitment Increase Notice (any
            such notice to the Administrative Agent being herein a "Lender
            Increase Notice"). Any Lender which does not submit a Lender
            Increase Notice to the Administrative Agent prior to the expiration
            of such fifteen (15) Business Day period will be deemed to have
            denied any increase in its Commitment. In the event that the
            increases of Commitments set forth in the Lender Increase Notices
            exceed the amount requested by the Borrower in the Commitment
            Increase Notice, the Administrative Agent has the right, in
            consultation with the Borrower, to allocate the amount of increases
            necessary to meet the Borrower's Commitment Increase Notice.

            3.4.3. PROPOSED NEW LENDER(s) PARTICIPATION IN INCREASE. In the
            event that the Lender Increase Notices are less than the amount
            requested by the Borrower, not later than three (3) Business Days
            prior to the proposed effective date the Borrower may notify the
            Administrative Agent of any financial institution that has agreed to
            become a "Lender" party hereto (a "Proposed New Lender") in
            connection with the Commitment Increase Notice. Any Proposed New
            Lender must be consented to by the Administrative Agent (which
            consent shall not be unreasonably withheld). If the Borrower does
            not arrange for any Proposed New Lender(s) to commit to the
            shortfall from the Lender Increase Notices, then the Borrower will
            be deemed to have reduced the amount of its Commitment Increase
            Notice to the aggregate amount set forth in the Lender Increase
            Notices. Based upon (i) the Lender Increase Notices, (ii) any
            allocations made in connection therewith and (iii) if applicable,
            any notice regarding any Proposed New Lender, the Administrative
            Agent will notify the Borrower and the Lenders on or before the
            Business Day immediately prior to the proposed effective date of the
            amount of each Lender's and each Proposed New Lender's Commitment
            (the "Effective Commitment Amount") and the amount of the Aggregate
            Revolving Loan Commitment under this Agreement which amounts are
            effective on the following Business Day.

            Upon the effective date of any increase in the Aggregate Revolving
            Loan Commitment under this Agreement that is supported by a Proposed
            New Lender, such Proposed New Lender will be a party to this
            Agreement as a Lender, will have the rights and obligations of a
            Lender hereunder, and execute any document evidencing joinder in
            this Agreement as required by Administrative Agent.

                                       6


            Nothing contained herein constitutes, or otherwise is, a commitment
            on the part of any Lender to increase its Commitment hereunder at
            any time.

            3.4.4. BUYING AND SELLING LENDERS. For purposes of this Section
            3.4.4, (A) the term "Buying Lender(s)" means (i) each Lender the
            Effective Commitment Amount of which is greater than its Commitment
            prior to the effective date of any increase in the Aggregate
            Revolving Loan Commitment under this Agreement, and (ii) each
            Proposed New Lender that is allocated an Effective Commitment Amount
            in connection with any Commitment Increase Notice, and (B) the term
            "Selling Lender(s)" shall mean each Lender whose Commitment under
            this Agreement is not being increased from that in effect prior to
            such increase in the Aggregate Revolving Loan Commitment under this
            Agreement. Effective on the effective date of any increase in the
            Aggregate Revolving Loan Commitment under this Agreement pursuant to
            Sections 3.4.1, 3.4.2 and 3.4.3 above, each Selling Lender hereby
            sells, grants, assigns and conveys to each Buying Lender, without
            recourse, warranty, or representation of any kind, except as
            specifically provided herein, an undivided percentage in such
            Selling Lender's right, title and interest in and to its outstanding
            Revolving Loans in the respective dollar amounts and percentages
            necessary so that, from and after such sale, each Selling Lender's
            outstanding Revolving Loans shall equal such Selling Lender's
            Pro-Rata Share (calculated based upon the Effective Commitment
            Amounts) of the outstanding Revolving Loans under this Agreement.
            Effective on the effective date of the increase in the Aggregate
            Revolving Loan Commitment under this Agreement pursuant to Sections
            3.4.1, 3.4.2, and 3.4.3 above, each Buying Lender hereby purchases
            and accepts such grant, assignment and conveyance from the Selling
            Lenders. Each Buying Lender hereby agrees that its respective
            purchase price for the portion of the outstanding Revolving Loans
            purchased hereby shall equal the respective dollar amount necessary
            so that, from and after such payments, each Buying Lender's
            outstanding Revolving Loans shall equal such Buying Lender's
            Pro-Rata Share (calculated based upon the Effective Commitment
            Amounts) of the outstanding Revolving Loans under this Agreement.
            Such amount shall be payable on the effective date of the increase
            in the Aggregate Revolving Loan Commitment under this Agreement by
            wire transfer of immediately available funds to the Administrative
            Agent. The Administrative Agent, in turn, shall wire transfer any
            such funds received to the Selling Lenders, in same day funds, for
            the sole account of the Selling Lenders. Each Selling Lender hereby
            represents and warrants to each Buying Lender that such Selling
            Lender owns the Revolving Loans being sold and assigned hereby for
            its own account and has not sold, transferred or encumbered any or
            all of its interest in such Revolving Loans, except for
            participations which will be extinguished upon payment to Selling
            Lender of an amount equal to the portion of the outstanding
            Revolving Loans being sold by such Selling Lender. Each Buying
            Lender hereby acknowledges and agrees that, except for each Selling
            Lender's representations and warranties contained in the foregoing
            sentence, each such Buying Lender has entered into its Commitment
            and Acceptance with respect to such increase on the basis of its own
            independent investigation and has not relied upon, and will not rely
            upon, any explicit or implicit written or oral representation,
            warranty or other statement of

                                       7


            the Lenders or the Administrative Agent concerning the
            authorization, execution, legality, validity, effectiveness,
            genuineness, enforceability or sufficiency of this Agreement or the
            other Loan Documents. The Borrower hereby agrees to compensate each
            Selling Lender for all losses, expenses and liabilities incurred by
            each Lender in connection with the sale and assignment of any
            Revolving Loan or Swingline Loan hereunder on the terms and in the
            manner as set forth in Section 19.4.

      3.5. SWINGLINE FACILITY.

            3.5.1. SWINGLINE LOANS. Upon receipt of a Loan Request Certificate
            as provided in Section 7.10, subject to the terms and conditions
            hereof and in reliance on the obligations of the Lenders to the
            Administrative Agent under this Agreement, Administrative Agent may,
            in its sole discretion, advance a swingline (the "Swingline") in the
            form of one or more swingline loans (each a "Swingline Loan") to the
            Borrower from time to time before the Revolving Loan Maturity Date
            on a revolving basis up to $5,000,000 in aggregate principal amount
            from time to time (the "Swingline Facility") only if the Swingline
            Loan Exposure will not as a result of such advance exceed the lesser
            of (i) $5,000,000 or (ii) the Maximum Available Amount. The
            Administrative Agent may make a Swingline Loan even if after making
            a Swingline Loan, the Administrative Agent's Pro-Rata Share of the
            sum of the Aggregate Revolving Loans, the Letter of Credit Exposure,
            and all outstanding Swingline Loans will exceed the Administrative
            Agent's Pro-Rata Share of the Aggregate Revolving Loan Commitment.
            Swingline Loans may be repaid and their principal amount reborrowed
            before the Revolving Loan Maturity Date, subject to the terms and
            conditions hereof. No more than five (5) Swingline Loans may be
            outstanding at any time.

            All Swingline Loans made by Administrative Agent under the Swingline
            Facility shall be evidenced by a Swingline Note of the Borrower (the
            "Swingline Note") payable to the order of Administrative Agent in
            the amount of its Swingline Facility. Without regard to the face
            principal amount of the Swingline Note, the actual principal amount
            at any time outstanding and owing by the Borrower on account thereof
            during the period ending on the Revolving Loan Maturity Date shall
            be the sum of all advances then or theretofore made thereon less all
            principal payments actually received thereon during such period.

            3.5.2. PRINCIPAL AND INTEREST ON SWINGLINE LOANS. Each Swingline
            Loan shall bear interest on the unpaid principal amount thereof from
            the date such Swingline Loan is made until paid in full at the
            Adjusted Base Rate. Borrower shall pay interest on each Swingline
            Loan monthly in arrears beginning on the first day of the first
            calendar month ending after the date Administrative Agent advances
            any Swingline Loan and continuing on the first day of each calendar
            month thereafter and on the Revolving Loan Maturity Date. Borrower
            shall repay the entire amount of any Swingline Loan as then
            outstanding on the earlier of demand therefor or the Revolving Loan
            Maturity Date. Upon the occurrence and during

                                       8


            the continuance of an Event of Default, Default, or Existing Default
            hereunder all Swingline Loans shall bear interest at the rate
            specified in Section 4.10.

            3.5.3. REFUNDING SWINGLINE LOANS. In its sole and absolute
            discretion, Administrative Agent may at any time, but no less
            frequently than once weekly, on behalf of the Borrower (which hereby
            irrevocably authorizes Administrative Agent to act on its behalf for
            such purpose), request each Lender by means of written or
            telegraphic notices to make a Revolving Loan in an amount
            proportionate to such Lender's Pro-Rata Share of the Aggregate
            Revolving Loan Commitment as applied to the amount of the Swingline
            Loans outstanding on the date such notice is given. Unless any of
            the conditions of this Section 3.5.3 are not fulfilled on such date,
            each Lender shall make the proceeds of its requested Loan available
            to Administrative Agent, in immediately available funds, at the
            principal office of Administrative Agent in Chicago, Illinois,
            before 2:00 p.m. (Local Time) on the Business Day such notice is
            given (provided that such notice is given by 12:00 p.m. Local Time).
            In the event the Administrative Agent does not provide notice to the
            Lenders by 12:00 p.m. Local Time, such notice from the
            Administrative Agent shall be deemed to have been received on the
            following Business Day. The proceeds of such Revolving Loans shall
            be immediately paid to the Administrative Agent and applied to repay
            the outstanding Swingline Loans.

                  3.5.3.1. If, prior to any Lender refunding a Swingline Loan
                  with a Revolving Loan pursuant to Section 3.5.3, one of the
                  events described in Section 17.1.8 has occurred, then, subject
                  to the provisions of Section 3.5.3.2 below, each Lender shall,
                  on the date such Revolving Loan was to have been made for the
                  benefit of the Borrower, purchase from the Administrative
                  Agent an undivided participation interest in the Swingline
                  Loan in an amount equal to its Pro-Rata Share of such
                  Swingline Loan. Upon request, each Lender shall promptly
                  transfer to the Administrative Agent, in immediately available
                  funds, the amount of its participation interest.

                  3.5.3.2. Each Lender's obligation to make Revolving Loans in
                  accordance with Section 3.5.3 and to purchase participation
                  interests in accordance with Section 3.5.3.1 shall be absolute
                  and unconditional and shall not be affected by any
                  circumstance, including (i) any setoff, counterclaim,
                  recoupment, defense or other right that such Lender may have
                  against the Administrative Agent, the Borrower or any other
                  Person for any reason whatsoever; (ii) the occurrence or
                  continuance of any Default or Event of Default; (iii) any
                  inability of the Borrower to satisfy the conditions precedent
                  to borrowing set forth in this Agreement at any time or (iv)
                  any other circumstance, happening or event whatsoever, whether
                  or not similar to any of the foregoing. If and to the extent
                  any Lender shall not have made the amount required pursuant to
                  Sections 3.5.3 or 3.5.3.1, as the case may be, available to
                  the Administrative Agent, as applicable, by 2:00 P.M., Local
                  Time on the Business Day on which such

                                       9


                  Lender receives notice from the Administrative Agent of such
                  payment or disbursement (it being understood that any such
                  notice received after 12:00 p.m. Local Time, on any Business
                  Day shall be deemed to have been received on the next
                  following Business Day), such Lender agrees to pay interest on
                  such amount to the Administrative Agent for the Administrative
                  Agent's account forthwith on demand, for each day from the
                  date such amount was to have been delivered to the
                  Administrative Agent to the date such amount is paid, at a
                  rate per annum equal to (a) for the first three days after
                  demand, the Federal Funds Rate from time to time in effect and
                  (b) thereafter, the Base Rate from time to time in effect.

      3.6. REDUCTIONS OF AGGREGATE REVOLVING LOAN COMMITMENT. The Borrower shall
      have the right at any time upon five (5) Business Days prior written
      notice to the Administrative Agent and the Lenders to reduce the Aggregate
      Revolving Loan Commitment in a minimum principal amount of $5,000,000.00
      or such greater amount which is an integral multiple of $1,000,000.00;
      provided, however, that the Borrower may not reduce the Aggregate
      Revolving Loan Commitment below the aggregate sum of outstanding Loan
      Obligations.

4. INTEREST.

      4.1. INTEREST ON DRAWS ON LETTERS OF CREDIT. The unreimbursed amount of
      each draw on a Letter of Credit shall bear interest at a rate per annum
      equal to the Adjusted Base Rate applicable to Revolving Loans.

      4.2. INTEREST ON AGGREGATE REVOLVING LOANS. Borrower may, as provided in
      Section 7, designate the whole of an Advance or any part of an Advance to
      be either a Base Rate Advance or a Eurodollar Advance; provided, however,
      during the existence of an Existing Default, Borrower may not designate an
      Advance or part of an Advance as a Eurodollar Advance. Each Base Rate
      Advance when made will become a Base Rate Loan, which shall bear interest
      at the Adjusted Base Rate. Each Eurodollar Advance when made will become a
      Eurodollar Loan, which shall bear interest at the Adjusted Eurodollar
      Rate. Borrower may also, as provided herein, convert some or all of a Base
      Rate Loan into a Eurodollar Loan and some or all of a Eurodollar Loan into
      a Base Rate Loan. For each Eurodollar Loan, Borrower shall select an
      Interest Period as provided in Section 4. A Eurodollar Loan shall bear
      interest at the Adjusted Eurodollar Rate throughout the applicable
      Interest Period designated by Borrower.

      4.3. ADJUSTED BASE RATE. The Adjusted Base Rate for any Base Rate Loan
      which is a Revolving Loan shall be the Base Rate plus the applicable Base
      Rate Margin determined from the table in Section 4.5.

      4.4. ADJUSTED EURODOLLAR RATE. The Adjusted Eurodollar Rate for any
      Eurodollar Loan which is a Revolving Loan shall be the Eurodollar Rate
      plus the applicable Eurodollar Margin determined from the table in Section
      4.5.

                                       10


      4.5. BASE RATE MARGINS AND EURODOLLAR MARGINS. Commencing on the Execution
      Date, the Margins shall be determined as follows:



If the ratio of Borrower's
   Total Indebtedness to
EBITDA (for the four fiscal
quarter period of Borrower    The Base Rate   The Eurodollar
 most recently ended) is:       Margin is:      Margin is:
- ---------------------------   -------------   --------------
                                        
 Greater than or equal to         0.00%            1.75%
         2.00 to 1
  Less than 2.00 to 1 and         0.00%            1.50%
 greater than or equal to
         1.50 to 1
  Less than 1.50 to 1 and         0.00%            1.25%
 greater than or equal to
         1.00 to 1
    Less than 1.00 to 1           0.00%            1.00%


      For purposes of computing the applicable Margins, the ratio of Borrower's
      Total Indebtedness to EBITDA as of the Execution Date is hereby agreed to
      be greater than 2.0 to 1. Thereafter, the applicable Margins shall be
      re-determined by Administrative Agent promptly after each delivery by
      Borrower to Administrative Agent of Borrower's Financial Statements (and
      accompanying Compliance Certificate) as required in Section 14.14.2, and
      will become applicable on the third Business Day following the day when
      Borrower delivers such Financial Statements (and accompanying Compliance
      Certificate) to Administrative Agent.

      4.6. CONVERSION OF LOANS. Borrower may (i) as of any Business Day convert
      some or all of a Base Rate Loan to a Eurodollar Loan, or (ii) at the end
      of any Interest Period of a Eurodollar Loan, continue the Loan as a
      Eurodollar Loan for an additional Interest Period or convert some or all
      of such Eurodollar Loan to a Base Rate Loan; provided however, that if
      there is an Existing Default, Borrower may not convert a Base Rate Loan to
      a Eurodollar Loan or continue a Eurodollar Loan for an additional Interest
      Period. To cause any conversion or continuation, Borrower shall give
      Administrative Agent, prior to 11:00 a.m. Local Time three Business Days
      prior to the date the conversion or continuation is to be effective, a
      written request (which may be mailed, personally delivered or telecopied
      as provided in Section 21.1) (i) specifying whether a conversion or
      continuation is requested, (ii) in the case of a conversion, specifying
      the amount to be converted and whether it is to be a Eurodollar Loan or a
      Base Rate Loan upon the conversion, and (iii) in the case of any
      conversion to or continuation of a Eurodollar Loan, specifying the
      Interest Period therefor. If such notice is not given prior to 11:00 a.m.
      Local Time on the third Business Day preceding the last day of the
      Interest Period of a Eurodollar Loan, then Borrower shall be deemed to
      have timely given a notice to Administrative Agent requesting to convert
      all of such Eurodollar Loan to a Base Rate Loan. In the case of a
      Eurodollar Loan, any conversion or continuation shall become effective
      only on the day following the last day of the current Interest Period.

                                       11


      4.7. INTEREST PERIODS FOR EURODOLLAR LOANS. For each Eurodollar Loan
      Borrower shall select an Interest Period that is either one month, two
      months, three months or six months; provided that:

            4.7.1. every such Interest Period for a Eurodollar Advance shall
            commence on the date of the Advance or on the date of the conversion
            or continuation of any Loan as a Eurodollar Loan;

            4.7.2. if any Interest Period would otherwise expire on a day of a
            calendar month which is not a Business Day, then such Interest
            Period shall expire on the next succeeding Business Day in that
            calendar month; provided, however, that if the next succeeding
            Business Day would be in the following calendar month, it shall
            expire on the first preceding Business Day;

            4.7.3. any Interest Period that begins on the last Business Day of a
            calendar month (or on a day for which there is no numerically
            corresponding day in the calendar month at the end of such Interest
            Period) shall end on the last Business Day of the calendar month at
            the end of such Interest Period; and

            4.7.4. no Interest Period for a Eurodollar Loan that is part of the
            Aggregate Revolving Loan shall extend beyond the Revolving Loan
            Maturity Date.

      4.8. TIME OF ACCRUAL. Interest shall accrue on all principal amounts
      outstanding from the date when first outstanding to the date when no
      longer outstanding. Amounts shall be deemed outstanding until payments are
      applied thereto as provided herein.

      4.9. COMPUTATION. Interest shall be computed for the actual days elapsed
      over a year deemed to consist of 360 days. Interest rates that are based
      on the Base Rate shall change simultaneously with any change in the Base
      Rate and shall be effective for the entire day on which such change
      becomes effective. The Base Rate will be determined by Administrative
      Agent on the Execution Date and on each Business Day thereafter when the
      Base Rate changes.

      4.10. RATE AFTER MATURITY. Borrower shall pay interest on the Aggregate
      Revolving Loans and any Obligations with respect to Letters of Credit
      after their Maturity, and, at the option of Administrative Agent, on the
      Aggregate Revolving Loans and on the other Loan Obligations after the
      occurrence of an Event of Default, at a rate per annum of two percent
      (2.0%) plus the interest rate otherwise applicable thereto.

5. FEES.

      5.1. INTENTIONALLY DELETED.

      5.2. REVOLVING LOAN UNUSED FEE. Borrower shall pay to Administrative Agent
      for the account of Lenders a non-refundable, recurring Revolving Loan
      Unused Fee calculated by applying the daily equivalent of an annual Unused
      Fee Rate (computed for the actual number of days over a year deemed to
      consist of 360 days) to the Unused Revolving Loan Commitment on each day
      during the period from the Execution Date to

                                       12


      the Revolving Loan Maturity Date. The Unused Revolving Loan Commitment on
      any day shall be the difference between (i) the amount of the Aggregate
      Revolving Loan Commitment and (ii) the sum of (a) the Aggregate Revolving
      Loan, (b) the aggregate undrawn amount of outstanding Letters of Credit,
      and (c) the total of all amounts drawn on outstanding Letters of Credit
      but not reimbursed to Letter of Credit Issuer by Borrower as of the close
      of business on such day. The Revolving Loan Unused Fee shall be payable
      quarterly in arrears commencing on the last day of the first calendar
      quarter ending after the Execution Date and continuing on the last day of
      each calendar quarter thereafter and on the Revolving Loan Maturity Date.
      The annual Unused Fee Rate shall be 0.250%. The Administrative Agent shall
      distribute the Revolving Loan Unused Fee to each Lender in accordance with
      each Lender's Pro-Rata Share.

      5.3. LETTER OF CREDIT FEE. Borrower shall pay to Administrative Agent for
      the account of Letter of Credit Issuer and each other Lender with a
      Revolving Loan Commitment, a non-refundable recurring Letter of Credit Fee
      for each Letter of Credit issued by Letter of Credit Issuer. The Letter of
      Credit Fee for any Letter of Credit shall be an amount equal to the
      aggregate undrawn amount of such Letter of Credit multiplied by the
      Eurodollar Margin in effect on the date such Letter of Credit is issued.
      The Letter of Credit Fee for each Letter of Credit shall be payable in
      advance upon its issuance and quarterly thereafter on the last Business
      Day of each calendar quarter thereafter while such Letter of Credit is
      outstanding.

      5.4. LETTER OF CREDIT FRONTING FEE. Borrower shall pay to Letter of Credit
      Issuer a non-refundable, one-time Fronting Fee equal to 0.125% of the face
      amount of each Letter of Credit issued by Letter of Credit Issuer. The
      Fronting Fee due for any Letter of Credit shall be payable in advance on
      the issuance date of such Letter of Credit.

      5.5. OTHER LETTER OF CREDIT FEES. Borrower shall pay to Letter of Credit
      Issuer such Letter of Credit Issuer's other customary fees for issuance,
      amendment, or renewal of a Letter of Credit and, as Letter of Credit
      Issuer and Borrower may agree with respect to each Letter of Credit, for
      each negotiation of a draft drawn under such Letter of Credit.

      5.6. ADMINISTRATIVE AGENT'S FEES. Borrower shall pay to Administrative
      Agent, and solely for the account of Administrative Agent, an annual
      non-refundable Agency Fee in the amount as set forth in the Agency Fee
      Letter together with any other fee payable solely for the account of
      Administrative Agent as set forth therein. The annual Agency Fee payment
      shall be paid to Administrative Agent on each anniversary date of the
      Execution Date.

      5.7. CALCULATION OF FEES. All of the foregoing fees and all other fees
      payable to Administrative Agent or any Lender that are based on an annual
      percentage shall be calculated on the basis of a year deemed to consist of
      360 days and for the actual number of days elapsed.

                                       13


6. PAYMENTS.

      6.1. SCHEDULED PAYMENTS ON AGGREGATE REVOLVING LOAN.

            6.1.1. INTEREST. Borrower shall pay interest accrued on each Base
            Rate Loan included in the Aggregate Revolving Loan monthly in
            arrears beginning on the first day of the first calendar month
            ending after the Execution Date and continuing on the first day of
            each calendar month thereafter, and on the Revolving Loan Maturity
            Date. Borrower shall pay interest accrued on each Eurodollar Loan
            included in the Aggregate Revolving Loan at the end of its Interest
            Period, and in addition, for each such Eurodollar Loan with an
            Interest Period longer than three months, Borrower shall pay
            interest accrued thereon on each day that would have been the end of
            an Interest Period with respect to such Eurodollar Loan had
            successive Interest Periods of three months' duration been
            applicable to such Eurodollar Loan. Borrower shall pay interest
            accrued on each Revolving Loan after the Revolving Loan Maturity
            Date on demand.

            6.1.2. PRINCIPAL. Borrower shall repay the entire amount of the
            Aggregate Revolving Loan as then outstanding on the Revolving Loan
            Maturity Date.

      6.2. INTENTIONALLY DELETED.

      6.3. PREPAYMENTS.

            6.3.1. VOLUNTARY PREPAYMENTS. Subject to the limitations in the
            following sentences, Borrower may wholly prepay any Base Rate Loan
            or Eurodollar Loan that is included in the Aggregate Revolving Loan,
            at any time and may make a partial prepayment thereon from time to
            time, without payment of a premium. Notwithstanding the foregoing,
            no partial or entire prepayment may be made hereunder unless (i)
            Borrower gives Administrative Agent written notice (which may be
            mailed, personally delivered or telecopied as provided in Section
            21.1) or telephonic notice (promptly confirmed in writing in the
            manner provided in Section 21.1) of Borrower's intention to make
            such prepayment at least one Business Day prior to tendering such
            prepayment, (ii) the total amount of such prepayment is a whole
            multiple of $1,000.00 (iii) Borrower pays any accrued interest on
            the amount prepaid at the time of such prepayment and (iv) Borrower
            pays any amount that is due under Section 19.4 as a consequence of
            the prepayment. Voluntary prepayments described in this Section
            6.3.1, unless otherwise expressly stated in writing by Borrower to
            Administrative Agent prior to the making of such prepayment, shall
            be deemed made on the Base Rate Loans included in the Aggregate
            Revolving Loan until they are reduced to zero, and then to the
            Eurodollar Loans included in the Aggregate Revolving Loan (and all
            compensation due pursuant to Section 19.4 in connection therewith)
            until they are reduced to zero, and will be applied by Lenders to
            reduce the Revolving Loans in accordance with their respective
            Pro-Rata Shares of the Aggregate Revolving Loan Commitment.

            6.3.2. MANDATORY PREPAYMENTS WHEN OVER-ADVANCES EXIST. If at any
            time the sum of the Aggregate Revolving Loan, the Swingline Loan
            Exposure and the

                                       14


            Letter of Credit Exposure exceeds the Aggregate Revolving Loan
            Commitment, whether as a result of optional Revolving Loan Advances
            by Lenders as contemplated by Section 3.1.2 or otherwise, Borrower
            shall on demand make a payment in the amount of the excess to
            Administrative Agent for the account of Lenders on the Aggregate
            Revolving Loan. Each such prepayment will be applied by
            Administrative Agent and Lenders first to reduce the Base Rate Loans
            that are included in the Aggregate Revolving Loan (and consequently
            a ratable portion of each Lender's Revolving Loan) until they are
            reduced to zero and then to reduce the Eurodollar Loans that are
            included in the Aggregate Revolving Loan (and consequently a ratable
            portion of each Lender's Revolving Loan). In the case of such a
            prepayment, Borrower will pay any accrued interest on the amount
            prepaid at the time of such prepayment, and Borrower will pay any
            amount that is due under Section 19.4 as a consequence of the
            prepayment.

      6.4. REIMBURSEMENT OBLIGATIONS OF BORROWER. Borrower hereby
      unconditionally agrees to immediately pay to Letter of Credit Issuer on
      demand at the Letter of Credit Issuer's Applicable Lending Office all
      amounts required to pay all drafts drawn under Letters of Credit issued
      for the account of Borrower and all reasonable expenses incurred by Letter
      of Credit Issuer in connection with such Letters of Credit and in any
      event and without demand to remit to Letter of Credit Issuer (which may be
      through obtaining Revolving Advances if permitted under Section 3.1.2)
      sufficient funds to pay all debts and liabilities arising under any Letter
      of Credit issued for the account of Borrower.

      6.5. MANNER OF PAYMENTS AND TIMING OF APPLICATION OF PAYMENTS.

            6.5.1. PAYMENT REQUIREMENT. Unless expressly provided to the
            contrary elsewhere herein, Borrower shall make each payment on the
            Loan Obligations to Administrative Agent for the account of Lenders
            as required under the Loan Documents at the Applicable Lending
            Office of the Administrative Agent on the date when due, without
            deduction, setoff or counterclaim. All such payments will be
            distributed by Administrative Agent to Lenders as provided in
            Section 18.10 for application to the Loan Obligations as provided
            herein.

            6.5.2. APPLICATION OF PAYMENTS AND PROCEEDS. All payments received
            by Administrative Agent in immediately available funds at or before
            3:00 p.m. (Local Time) on a Business Day will be distributed by
            Administrative Agent to Lenders as provided in Section 18.10 on the
            same Business Day. Such payments received on a day that is not a
            Business Day or after 3:00 p.m. (Local Time) on a Business Day will
            be distributed by Administrative Agent to Lenders as provided in
            Section 18.10 on the next Business Day. The amount so distributed to
            a Lender will be applied by such Lender to the relevant Loan
            Obligation on the Business Day when received.

            6.5.3. INTEREST CALCULATION. Section 6.5.2 notwithstanding, for
            purposes of interest calculation only, (i) a payment by check,
            draft, cash, by wire transfer, or other instrument received at or
            before 3:00 p.m. (Local Time) on a Business Day shall be deemed to
            have been applied to the relevant Loan Obligation on the

                                       15


            Business Day when it is received, (ii) a payment by check, draft,
            cash, by wire transfer, or other instrument received on a day that
            is not a Business Day or after 3:00 p.m. on a Business Day shall be
            deemed to have been applied to the relevant Loan Obligation on the
            next Business Day.

      6.6. RETURNED INSTRUMENTS. If a payment is made by check, draft or other
      instrument and the check, draft or other instrument is returned unpaid,
      any application of the payment to the Loan Obligations will be reversed
      and will be treated as never having been made.

      6.7. COMPELLED RETURN OF PAYMENTS. If Administrative Agent or any Lender
      is for any reason compelled to surrender any payment because such payment
      is for any reason invalidated, declared fraudulent, set aside, or
      determined to be void or voidable as a preference, an impermissible
      setoff, or a diversion of trust funds, then this Agreement and the Loan
      Obligations to which such payment was applied or intended to be applied
      shall be revived as if such application was never made; and Borrower shall
      be liable to pay to Administrative Agent or such Lender, and shall
      indemnify Administrative Agent or such Lender for and hold Administrative
      Agent or such Lender harmless from any loss with respect to, the amount of
      such payment surrendered. This Section shall be effective notwithstanding
      any contrary action that Administrative Agent or such Lender may take in
      reliance upon its receipt of any such payment. Any such contrary action so
      taken by Administrative Agent or such Lender shall be without prejudice to
      Administrative Agent's or such Lender's rights under this Agreement and
      shall be deemed to have been conditioned upon the application of such
      payment having become final and indefeasible. The provisions of this
      Section shall survive termination of the Commitments, the expiration of
      the Letters of Credit and the indefeasible full payment and satisfaction
      of all of the Loan Obligations.

      6.8. DUE DATES NOT ON BUSINESS DAYS. If any payment required hereunder
      becomes due on a date that is not a Business Day, then such due date shall
      be deemed automatically extended to the next Business Day, and, in the
      case of principal, additional interest shall accrue and be payable for the
      period of any such extension.

7. PROCEDURE FOR OBTAINING ADVANCES AND LETTERS OF CREDIT.

      7.1. INTENTIONALLY DELETED.

      7.2. LOAN ADVANCES.

            7.2.1. BORROWER REQUESTS. From and after the Execution Date,
            Borrower may request Revolving Loan Advances from time to time, but
            not more often than once each Business Day, by submitting a request
            therefor to Administrative Agent as provided in Section 7.10.
            Administrative Agent may treat every request for an Advance as a
            request for a Base Rate Advance if Borrower does not specify that
            such Advance is to be a Eurodollar Advance in Borrower's request for
            an Advance. Every request for an Advance shall be irrevocable. A
            request for an Advance received by Administrative Agent on a day
            that is not a Business Day or

                                       16


            that is received by Administrative Agent after 12:00 noon (Local
            Time) on a Business Day shall be treated as having been received by
            Administrative Agent prior 12:00 noon (Local Time) on the next
            Business Day.

            7.2.2. ADMINISTRATIVE AGENT'S RIGHT TO MAKE REVOLVING LOAN ADVANCES
            TO PAY LOAN OBLIGATIONS. If Borrower has failed to timely pay any of
            the Loan Obligations, Administrative Agent shall have the right to
            make Revolving Loan Advances at any time and from time to time to
            cause timely payment of any of the Loan Obligations. Administrative
            Agent may select the Advance Date for any such Revolving Loan
            Advance, but such Advance Date may only be a Business Day.
            Administrative Agent will give notice to Borrower after any such
            Revolving Loan Advance is made. Any such Revolving Loan Advance will
            be a Base Rate Advance.

      7.3. LETTERS OF CREDIT. Borrower may request the issuance of a Letter of
      Credit by submitting an issuance request to Letter of Credit Issuer
      pursuant to the Letter of Credit Agreement required under Section 11 no
      less than five Business Days prior to the requested issue date for such
      Letter of Credit.

      7.4. FUNDINGS.

            7.4.1. REVOLVING ADVANCES. Not later than 1:00 p.m. (Local Time) on
            each Advance Date for an Advance, Administrative Agent shall
            promptly notify each Lender of the amount of the Advance to be made
            on that Advance Date. Each Lender shall make immediately available
            to Administrative Agent by 3:00 p.m. (Local Time) on the Advance
            Date funds consisting solely of Dollars in the amount of its
            Pro-Rata Share of such Advance, in accordance with such remittance
            instructions as may be given by Administrative Agent to Lenders from
            time to time.

            7.4.2. DRAWS ON LETTERS OF CREDIT. In the event that a draw is made
            on a Letter of Credit and Borrower does not reimburse the amount of
            such draw in full to Letter of Credit Issuer immediately on demand,
            Letter of Credit Issuer shall promptly notify Administrative Agent
            of such failure. Upon Administrative Agent's receipt of such notice
            from Letter of Credit Issuer, Administrative Agent may notify each
            Lender thereof and shall have the right to cause a Revolving Loan
            Advance to be made, regardless whether such Revolving Loan Advance
            would exceed the Maximum Available Amount, by notifying each Lender
            of the draw, the amount of the Revolving Loan Advance required to
            fund reimbursement of such draw, and the amount of such Lender's
            ratable share of such Revolving Loan Advance. The Advance Date and
            time for such Revolving Loan Advance shall not be later than 1:00
            p.m. (Local Time) on the first Business Day following Administrative
            Agent's delivery of such notice to Lenders. By no later than such
            Advance Date and time, each Lender shall make immediately available
            to Administrative Agent funds consisting solely of Dollars in the
            amount of its Pro-Rata Share of such Revolving Loan Advance, rounded
            to the nearest penny, in accordance with such remittance
            instructions as may be given by Administrative

                                       17


            Agent to each Lender from time to time. Each Revolving Loan Advance
            made by Administrative Agent pursuant to this Section 7.4.2 shall be
            deemed to be a Base Rate Advance.

            7.4.3. ALL FUNDINGS RATABLE. All fundings of Advances shall be made
            by Lenders as provided herein in accordance with their Pro-Rata
            Shares of the Aggregate Revolving Loan Commitment. Except as
            otherwise expressly provided herein, a Lender shall not be obligated
            to fund Revolving Loan Advances that would result in the sum of (a)
            such Lender's Revolving Loan, plus (b) such Lender's Pro-Rata Share
            of the Letter of Credit Exposure exceeding its Revolving Loan
            Commitment, or make available any more than its Pro-Rata Share of
            any Advance.

      7.5. ADMINISTRATIVE AGENT'S AVAILABILITY ASSUMPTION.

            7.5.1. ASSUMPTION AS TO LENDERS. Unless Administrative Agent has
            been given written notice by a Lender prior to an Advance Date that
            such Lender does not intend to make immediately available to
            Administrative Agent such Lender's Pro-Rata Share of the Advance
            which Administrative Agent will be obligated to make on the Advance
            Date, Administrative Agent may assume that such Lender has made the
            required amount available to Administrative Agent on the Advance
            Date and Administrative Agent may, in reliance upon such assumption,
            make available to Borrower a corresponding amount. If such
            corresponding amount is not in fact made immediately available to
            Administrative Agent by such Lender on the Advance Date,
            Administrative Agent shall be entitled to recover such corresponding
            amount on demand from such Lender. If such Lender does not pay such
            corresponding amount immediately upon Administrative Agent's demand
            therefor, then Administrative Agent shall promptly notify Borrower
            and the other Lenders, and Borrower shall pay such corresponding
            amount to Administrative Agent within two (2) Business Days of the
            date of delivery of such notice by Administrative Agent.
            Administrative Agent shall also be entitled to recover, either from
            such defaulting Lender (a Defaulting Lender) or Borrower, interest
            on such corresponding amount for each day from the date such
            corresponding amount was made available by Administrative Agent to
            Borrower to the date such corresponding amount is recovered by
            Administrative Agent, at a rate per annum equal to (i) if paid by
            such Lender, the cost to Administrative Agent of funding such amount
            at the Federal Funds Rate, or (ii) if paid by Borrower, the
            applicable rate for the Advance in question determined from the
            request therefor. Each Lender shall be obligated only to fund its
            Pro-Rata Share of an Advance subject to the terms and conditions
            hereof, regardless of the failure of another Lender to fund its
            Pro-Rata Share thereof. In addition, the failure of any Lender to
            pay its Pro-Rata Share of any such Advance shall cause such Lender
            to be a Defaulting Lender and such Defaulting Lender shall, until
            such amount is paid to Administrative Agent (with interest at the
            Federal Funds Rate), (a) permit Administrative Agent the
            unconditional and irrevocable right of setoff against any amounts
            (including, without limitation, payments of principal, interest, and
            fees, as well as indemnity payments) received by Administrative
            Agent hereunder for

                                       18


            the benefit of any such Defaulting Lender, and (b) if such failure
            to pay shall continue for a period of two Business Days, result in
            any such Defaulting Lender forfeiting any right to vote on any
            matter that the Required Lenders or all Lenders are permitted to
            vote for hereunder (and the calculation of Required Lenders shall
            exclude such Defaulting Lender's interest in the Lenders' Exposure);
            provided, however, once such a failure is cured, then such Lender
            shall, subsequent thereto, have all rights hereunder; provided,
            further, however, if any Lender shall fail to make such a payment
            within the two Business Day period specified in clause (b) above
            (other than by reason of events beyond the reasonable control of
            such Lender) two or more times during the term hereof, such Lender
            shall permanently forfeit its right to vote hereunder (and the
            calculation of Required Lenders shall exclude such Defaulting
            Lender's interest in the Lenders' Exposure).

            7.5.2. ASSUMPTION AS TO BORROWER. Unless Administrative Agent has
            been given written notice by Borrower prior to the date any payment
            to be made by it is due, that it does not intend to remit such
            payment, Administrative Agent may assume that the Borrower has
            timely remitted such payment and Administrative Agent may, in
            reliance upon such assumption, make available a corresponding amount
            or pro-rata portion thereof to the Persons entitled thereto. If such
            payment was not in fact remitted to the Administrative Agent in
            immediately available funds, then, each Lender shall immediately on
            demand repay to Administrative Agent the corresponding amount or
            pro-rata portion thereof made available to such Lender, together
            with interest thereon in respect of each day from the date such
            amount was made available by Administrative Agent to such Lender to
            the date such amount is repaid to Administrative Agent, at the
            Federal Funds Rate.

      7.6. DISBURSEMENT. Provided that all conditions precedent herein to a
      requested Advance have been satisfied, Administrative Agent will make the
      amount of such requested Advance available to Borrower on the applicable
      Advance Date in immediately available funds in Dollars at Administrative
      Agent's Applicable Lending Office.

      7.7. RESTRICTIONS ON ADVANCES. No Advance will be made unless it is a
      whole multiple of $1,000.00 and not less than $100,000.00 in the case of a
      Eurodollar Advance, or a whole multiple of $1,000.00 and not less than
      $50,000.00 in the case of a Base Rate Advance. No more than one Revolving
      Loan Advance will be made on any one day pursuant to a request for a
      Revolving Loan Advance. Advances will only be made for the purposes
      permitted in Section 14.1. No Eurodollar Advance will be made so long as
      there is any Existing Default.

      7.8. RESTRICTION ON NUMBER OF EURODOLLAR LOANS. No more than five (5)
      Eurodollar Loans with different Interest Periods may be outstanding at any
      one time.

      7.9. EACH ADVANCE REQUEST AND LETTER OF CREDIT REQUEST A CERTIFICATION.
      Each submittal of a request for an Advance and each submittal of a request
      for the issuance of a Letter of Credit by a Borrowing Officer shall
      constitute a certification by Borrower that (i) there is no Existing
      Default, (ii) all conditions precedent hereunder to the making of

                                       19


      the requested Advance or issuance of the requested Letter of Credit have
      been satisfied, and (iii) the Representations and Warranties are then true
      in all material respects, with such exceptions as have been disclosed to
      Lenders in writing by Borrower or a Guarantor from time to time and are
      satisfactory to Lenders, and will be true on the Advance Date or issuance
      date, as applicable, as if then made with such exceptions.

      7.10. REQUIREMENTS FOR EVERY ADVANCE REQUEST. Only a Loan Request
      Certificate (which shall be in writing in the form attached hereto as
      Exhibit 7.10 and mailed, electronically delivered via e-mail, personally
      delivered or telecopied as provided in Section 21.1) from a Borrowing
      Officer to Administrative Agent that specifies the amount of the Advance
      to be made, the Advance Date for the requested Advance, the portion of the
      Advance which is requested to be a Eurodollar Advance and the portion of
      the Advance which is requested to be a Base Rate Advance, and the Interest
      Period to be applicable to the Eurodollar Loan that will result from a
      requested Eurodollar Advance, shall be treated as a request for an
      Advance. No Advance Date for any requested Advance may be other than a
      Business Day. A request for a Eurodollar Advance must be given prior to
      11:00 a.m., Local Time, at least three (3) Business Days prior to the
      Advance Date for such Eurodollar Advance. A request for a Base Rate
      Advance must be given prior to 11:00 a.m., Local Time, on the Advance Date
      for such Base Rate Advance.

      7.11. REQUIREMENTS FOR EVERY LETTER OF CREDIT REQUEST. Only a written
      request (which may be mailed, electronically delivered via e-mail,
      personally delivered or telecopied as provided in Section 21.1) from a
      Borrowing Officer to Administrative Agent or an electronic initiation over
      an online service provided by Letter of Credit Issuer that specifies the
      amount, requested issue date (which shall be a Business Day and in no
      event later than twenty-five days before the Revolving Loan Maturity Date)
      and beneficiary of the requested Letter of Credit and other information
      necessary for its issuance shall be treated as a request for issuance of a
      Letter of Credit. The form of Letter of Credit application submitted by
      Borrower shall be in the form required by the Letter of Credit Agreement.

      7.12. EXONERATION OF ADMINISTRATIVE AGENT AND LENDERS. Neither
      Administrative Agent nor any Lender shall incur any liability to Borrower
      for treating a request that meets the express requirements of Section 7.10
      or Section 7.11 as a request for an Advance or issuance of a Letter of
      Credit, as applicable, if Administrative Agent believes in good faith that
      the Person making the request is a Borrowing Officer or if, in the case of
      a request for a Letter of Credit, it is electronically initiated. Neither
      Administrative Agent nor any Lender shall incur any liability to Borrower
      for failing to treat any such request as a request for an Advance or
      issuance of a Letter of Credit, as applicable, if Administrative Agent
      believes in good faith that the Person making the request is not a
      Borrowing Officer.

8. GUARANTIES. Borrower shall on the Execution Date cause to be executed and
delivered to Administrative Agent an unconditional guaranty of the Loan
Obligations to Administrative Agent for the benefit of Lenders by each Covered
Person (other than the Borrower) and every Subsidiary of each Covered Person.
Furthermore, if any Subsidiary of any Covered Person is acquired or organized
after the Execution Date, Borrower shall cause to be executed and

                                       20


delivered to Administrative Agent by every such later acquired or organized
Subsidiary of any Covered Person (which may only be acquired or organized if
permitted elsewhere in this Agreement) an unconditional guaranty of the Loan
Obligations or, at the option of Administrative Agent in Administrative Agent's
absolute discretion, a joinder agreement in which such Subsidiary becomes a
Borrower under this Agreement and assumes primary, joint and several liability
for the Loan Obligations, each in form satisfactory to Lenders.

9. INTENTIONALLY DELETED.

10. CONDITIONS OF EFFECTIVENESS; LENDING.

      10.1. CONDITIONS TO THE EFFECTIVENESS OF THIS AGREEMENT. This Agreement
      shall not be effective and no Lender will be obligated to fund any Advance
      unless:

            10.1.1. LISTED DOCUMENTS AND OTHER ITEMS. Administrative Agent shall
            have received on or before the Execution Date all of the documents
            and other items listed or described in Exhibit 10.1.1 hereto, with
            each being satisfactory to Lenders and (as applicable) duly executed
            and (also as applicable) sealed, attested, acknowledged, certified,
            or authenticated, or Administrative Agent shall have received an
            agreement from Borrower to deliver any such documents and items
            within a certain number of days post-closing satisfactory to
            Administrative Agent in its sole discretion.

            10.1.2. FINANCIAL CONDITION. Lenders shall have determined to their
            satisfaction that the financial statements of Borrower for the
            fiscal year ended 3/31/05 and the fiscal quarter ended 12/31/05 and
            for the periods ending 3/31/06, 3/31/07, 3/31/08, 3/31/09, and
            3/31/10 as furnished to Administrative Agent, and financial
            statements and other information furnished to Administrative Agent
            by Borrower (i) for the periods ended on or before the Execution
            Date, fairly and accurately reflect the business and financial
            condition of Borrower, its cash flows and the results of its
            operations for such periods, (ii) for the periods that will end
            after the Execution Date, fairly and accurately forecast the
            business and financial condition of Borrower, its cash flows, and
            the results of its operations for such periods, and (iii) with
            respect to Borrower's proforma financial statements for the fiscal
            quarter ended March 31, 2006, the ratio of Total Indebtedness to
            EBITDA as set forth therein does not exceed 2.75 to 1 as of March
            31, 2006 and the minimum trailing twelve month consolidated EBITDA
            as of March 31, 2006 is not less than $60,400,000.00.

            10.1.3. NO DEFAULT. There shall be no Existing Default and no
            Default or Event of Default will occur as a result of such Advance
            being requested or made or the application of the proceeds thereof.

            10.1.4. REPRESENTATIONS AND WARRANTIES. The Representations and
            Warranties shall be true and correct.

            10.1.5. NO MATERIAL ADVERSE CHANGE. Since the date of the Initial
            Financial Statements delivered to Administrative Agent, there shall
            not have been any

                                       21


            change which has or is reasonably likely to have a Material Adverse
            Effect on any Covered Person.

            10.1.6. PENDING MATERIAL PROCEEDINGS. There shall be no pending
            Material Proceedings other than as disclosed in Section 12.8 of the
            Disclosure Schedule.

            10.1.7. PAYMENT OF FEES AND EXPENSES. Borrower shall have paid and
            reimbursed to Lenders all fees, costs and expenses and the
            attorneys' fees of the Administrative Agent.

            10.1.8. INSURANCE. Administrative Agent shall be satisfied with the
            insurance maintained by Borrower (including the insurance carrier,
            the types of insurance maintained, and the levels of insurance
            maintained).

            10.1.9. ENVIRONMENTAL. Administrative Agent shall be satisfied with
            the results of the environmental due diligence it has conducted, if
            any, with respect to any real property owned and/or leased by
            Borrower, including without limitation the Phase I Environmental
            Reports, if any, ordered by or on behalf of Administrative Agent.

            10.1.10. PRINCIPAL PAYMENT. Administrative Agent shall have received
            a payment from Borrower to be applied in reduction of the Aggregate
            Revolving Loan such that after giving effect to such payment, the
            Aggregate Revolving Loan shall be less than or equal to
            $150,000,000.00.

            10.1.11. OTHER ITEMS. Administrative Agent shall have received such
            other consents, approvals, opinions, certificates, documents or
            information as it reasonably deems necessary.

      10.2. CONDITIONS TO SUBSEQUENT ADVANCES. Lenders will have no obligation
      to fund any Advance after the Execution Date unless:

            10.2.1. GENERAL CONDITIONS. All of the conditions set forth in
            Section 10.1 (except the condition in Section 10.1.4) shall have
            been and shall remain satisfied.

            10.2.2. REPRESENTATIONS AND WARRANTIES. The Representations and
            Warranties are then true, with such exceptions as have been
            disclosed to Lenders in writing by Borrower or any Guarantor from
            time to time and are satisfactory to Lenders, and will be true as of
            the time of such Advance, as if then made with such exceptions.

            10.2.3. NO DEFAULT. There shall be no Existing Default and no
            Default or Event of Default will occur as a result of such Advance
            being requested or made or the application of the proceeds thereof.

      10.3. CONDITIONS TO ADVANCES FOR PERMITTED ACQUISITIONS. Further, prior to
      Lenders funding any Advance relating to a Permitted Acquisition:

                                       22


            10.3.1. PERMITTED ACQUISITION DELIVERABLES. The Administrative Agent
            shall have received:

                  10.3.1.1. copies, certified as true, complete and correct by
                  the Responsible Officer of the Borrower, of the applicable
                  Acquisition Documents;

                  10.3.1.2. all pro forma financial statements as described in
                  Section 14.20; and

                  10.3.1.3. certified copies of the resolutions, in form and
                  substance satisfactory to Lenders, duly adopted by the board
                  of directors/members of the Borrower or the Subsidiary of
                  Borrower, as applicable, authorizing the execution, delivery,
                  and performance of the applicable Acquisition Documents.

            10.3.2. SATISFACTION OF CONDITIONS TO PERMITTED ACQUISITIONS.
            Administrative Agent shall have received the applicable Acquisition
            Documents, which shall be in form and substance satisfactory to
            Administrative Agent. Administrative Agent shall be satisfied that
            all requirements to close the applicable Permitted Acquisition have
            been completed or waived by the parties to the Acquisition
            Documents, except for the delivery of the purchase price with
            respect to the applicable Permitted Acquisition; and every other
            condition, if any, to the applicable Permitted Acquisition as
            described herein shall be satisfied, or waived by the Administrative
            Agent.

            10.3.3. ADDITIONAL SUBSIDIARIES. In the case a Permitted Acquisition
            is in the form of a purchase of stock or of membership interests of
            any limited liability company or in the case where a Covered Person
            creates a new Subsidiary to effect the purchase of assets, Borrower
            shall have complied with the requirements of Section 8 and delivered
            to the Administrative Agent certified resolutions, good standing
            certificates and other customary documents (including attorney
            opinion letters) as are reasonably requested by Administrative
            Agent.

            10.3.4. AUTHORITY TO CONSUMMATE PERMITTED ACQUISITIONS. The Borrower
            (and any relevant Subsidiary) shall have the full right, power and
            authority to make the applicable Permitted Acquisition and to enter
            into the Acquisition Documents; and the performance or observance by
            the Borrower (or any relevant Subsidiary) of the Acquisition
            Documents shall neither (a) contravene any provision of law or any
            charter or by-law provision or judgment, order or decree applicable
            to or affecting the Borrower or any Subsidiary nor (b) contravene
            any covenant, indenture or agreement of Borrower or any Subsidiary
            which results, or is reasonably likely to result, in a Material
            Adverse Effect on Borrower or any Subsidiary; the Acquisition
            Documents when executed and delivered by the Borrower (and any
            relevant Subsidiary), shall be valid, binding and enforceable,
            except as may be limited by (i) bankruptcy, insolvency,
            reorganization, fraudulent transfer, moratorium or other similar
            laws or judicial decisions for the relief of

                                       23


            debtors or the limitation of creditors' rights generally; and (ii)
            any equitable principles relating to or limiting the rights of
            creditors generally or any equitable remedy which may be granted to
            cure any defaults.

            10.3.5. REQUEST TO FUND. Borrower shall have executed and delivered
            to the Administrative Agent a Loan Request Certificate in the
            form(s) set forth in Section 7.10 from a Responsible Officer.

11. CONDITIONS TO ISSUANCE OF LETTERS OF CREDIT. Borrower must have executed and
delivered to Letter of Credit Issuer the Letter of Credit Issuer's letter of
credit agreement in form satisfactory to Letter of Credit Issuer (each, a
"Letter of Credit Agreement") under which Borrower evidences its obligation to
reimburse to Letter of Credit Issuer on demand the amount of each draw on such
Letter of Credit as provided in Section 6.4, together with interest from the
date of the draw at the rate provided in Section 4.1 and (without duplication)
all reasonable expenses incurred by Letter of Credit Issuer in connection with
such Letter of Credit. In the event of any inconsistency between the terms of
any Letter of Credit Agreement, any Letter of Credit application and the terms
of this Agreement, the terms of this Agreement shall control. As conditions
precedent to the issuance of any Letter of Credit:

      11.1. NO PROHIBITIONS. No order, judgment or decree of any Governmental
      Authority shall exist which purports by its terms to enjoin or restrain
      Letter of Credit Issuer or any other Lender from issuing such Letter of
      Credit, and no Law or request or directive (whether or not having the
      force of law) from any Governmental Authority with jurisdiction over
      Letter of Credit Issuer or any other Lender shall exist which prohibits,
      or requests that Letter of Credit Issuer or any other Lender refrain from,
      the issuance of letters of credit generally or such Letter of Credit in
      particular, or imposes upon Letter of Credit Issuer or any other Lender
      with respect to such Letter of Credit any restriction or reserve or
      capital requirement (for which Letter of Credit Issuer or any other Lender
      is not otherwise compensable by Borrower hereunder).

      11.2. REPRESENTATIONS AND WARRANTIES. The Representations and Warranties
      are then true, with such exceptions as have been disclosed to Lenders in
      writing by Borrower or such Guarantor from time to time and are
      satisfactory to Lenders, and will be true as of the time of the issuance
      of such Letter of Credit, as if then made with such exceptions.

      11.3. NO DEFAULT. There shall be no Existing Default and no Default or
      Event of Default is reasonably likely to occur as a result of such Letter
      of Credit being issued or a draw thereon being made or paid.

      11.4. OTHER CONDITIONS. All of the conditions set forth in Section 10.1
      (except the condition in Section 10.1.4) shall have been and shall remain
      satisfied.

12. REPRESENTATIONS AND WARRANTIES. Except as otherwise described in the
Disclosure Schedule attached hereto as Exhibit 12, Borrower represents and
warrants to Administrative Agent, Lenders, and Letter of Credit Issuer, on its
behalf and on behalf of each Covered Person, as follows (provided, however, that
to the extent such representations and warranties apply to the

                                       24


entity and assets acquired pursuant to a Permitted Acquisition, such
representations and warranties shall be to the best of Borrower's knowledge).

      12.1. ORGANIZATION AND EXISTENCE. Each Covered Person is duly organized
      and existing in good standing under the Laws of the state of its
      organization, is duly qualified to do business and is in good standing in
      every state where the nature or extent of its business or properties
      require it to be qualified to do business, except where the failure to so
      qualify is not reasonably likely to have a Material Adverse Effect on any
      Covered Person. Each Covered Person has the power and authority to own its
      properties and carry on its business as now being conducted.

      12.2. AUTHORIZATION. Each Covered Person is duly authorized to execute and
      perform every Loan Document to which such Covered Person is a party, and
      Borrower is duly authorized to borrow hereunder, and this Agreement and
      the other Loan Documents have been duly authorized by all requisite
      corporate, partnership or membership action (in the case of limited
      liability companies) of each Covered Person. No consent, approval or
      authorization of, or declaration or filing with, any Governmental
      Authority, and no consent of any other Person, is required in connection
      with Borrower's execution, delivery or performance of this Agreement and
      the other Loan Documents, except for those already duly obtained.

      12.3. DUE EXECUTION. Every Loan Document to which a Covered Person is a
      party has been executed on behalf of such Covered Person by a Person duly
      authorized to do so.

      12.4. ENFORCEABILITY OF OBLIGATIONS. Each of the Loan Documents to which a
      Covered Person is a party constitutes the legal, valid and binding
      obligation of such Covered Person, enforceable against such Covered Person
      in accordance with its terms, except to the extent that the enforceability
      thereof against such Covered Person may be limited by bankruptcy,
      insolvency, reorganization, moratorium or similar Laws affecting
      creditors' rights generally or by equitable principles of general
      application.

      12.5. BURDENSOME OBLIGATIONS. No Covered Person is a party to or bound by
      any Contract or is subject to any provision in the Charter Documents of
      such Covered Person which would, if performed by such Covered Person,
      result in a Default or Event of Default either immediately or upon the
      elapsing of time.

      12.6. LEGAL RESTRAINTS. The execution and performance of any Loan Document
      by a Covered Person will not violate or constitute a default under (i) the
      Charter Documents of such Covered Person, (ii) any Material Agreement of
      such Covered Person, (iii) any Note Purchase Document, or (iv) any
      Material Law, and will not, except as expressly contemplated or permitted
      in this Agreement, result in any Security Interest being imposed on any of
      such Covered Person's property.

      12.7. LABOR CONTRACTS AND DISPUTES. There is no collective bargaining
      agreement or other labor contract covering employees of a Covered Person.
      No union or other labor organization is seeking to organize, or to be
      recognized as, a collective bargaining unit of employees of a Covered
      Person. There is no pending or, to Borrower's knowledge,

                                       25


      threatened, strike, work stoppage, material unfair labor practice claim or
      other material labor dispute against or affecting any Covered Person or
      its employees.

      12.8. NO MATERIAL PROCEEDINGS. There are no Material Proceedings pending
      or, to the best knowledge of Borrower, threatened, against any Covered
      Person.

      12.9. MATERIAL LICENSES. All Material Licenses have been obtained or exist
      for each Covered Person.

      12.10. COMPLIANCE WITH MATERIAL LAWS. Each Covered Person is in compliance
      in all material respects with all Material Laws. Without limiting the
      generality of the foregoing:

            12.10.1. GENERAL COMPLIANCE WITH ENVIRONMENTAL LAWS AND EMPLOYMENT
            LAWS. The operations and employee compensation practices of every
            Covered Person comply in all material respects with all applicable
            Environmental Laws and Employment Laws which are Material Laws.

            12.10.2. PROCEEDINGS. None of the operations of any Covered Person
            are the subject of any judicial or administrative complaint, order
            or proceeding alleging the violation of any applicable Environmental
            Laws or Employment Laws which are Material Laws.

            12.10.3. INVESTIGATIONS REGARDING HAZARDOUS MATERIALS. None of the
            operations of any Covered Person are, or in the past six years have
            been, the subject of investigation by any Governmental Authority
            regarding the improper transportation, storage, disposal, generation
            or release into the environment of any Hazardous Material, the
            results of which have or are reasonably likely to have a Material
            Adverse Effect on such Covered Person, or reduce materially the
            value of such Covered Person's Personal Property.

            12.10.4. NOTICES AND REPORTS REGARDING HAZARDOUS MATERIALS. No
            notice or report under any Environmental Law indicating a past or
            present spill or release into the environment of any Hazardous
            Material has been filed within the six years ending on the Execution
            Date, or is required to be filed, by any Covered Person.

            12.10.5. ENVIRONMENTAL PROPERTY TRANSFER ACTS. No Environmental
            Property Transfer Acts are applicable to the transactions
            contemplated by this Agreement or the Acquisition Documents and each
            Covered Person has provided all notices and obtained all necessary
            environmental permit transfers and consents, if any, required in
            order to consummate the transactions contemplated by this Agreement
            or the Acquisition Documents, or to operate such Covered Person's
            business as presently or proposed to be operated.

      12.11. INTENTIONALLY DELETED.

      12.12. CONSUMMATION OF PERMITTED ACQUISITIONS. When applicable, Borrower
      will have delivered to Administrative Agent complete and correct executed
      copies of the

                                       26


      Acquisition Documents for each Permitted Acquisition. Such Acquisition
      Documents have been duly authorized and executed and are the valid and
      binding obligation of Borrower and, to Borrower's knowledge, the other
      parties thereto and are enforceable in accordance with their terms except
      to the extent that the enforceability thereof against such Covered Person
      may be limited by bankruptcy, insolvency, reorganization, moratorium or
      similar laws affecting creditors' rights generally or by equitable
      principles of general application. All Covered Persons, and to the best of
      Borrower's knowledge, all other parties to such Acquisition Documents,
      have to date performed all obligations, covenants, and conditions required
      of it prior to or as a condition to the consummation of the transactions
      contemplated by such Acquisition Documents to which it is a party other
      than any such obligation, covenant, or condition that has been waived.
      Further, with respect to any Permitted Acquisition, Borrower is not in
      default of any of its obligations under the applicable Acquisition
      Documents for such Permitted Acquisition, and all representations and
      warranties of Borrower in such Acquisition Documents are complete and
      correct in all material respects as of the date the Administrative Agent
      makes any Advance to Borrower for its use in funding the purchase price of
      such Permitted Acquisition as if made on and as of such date. Further, to
      the knowledge of Borrower after due inquiry, all of the representations
      and warranties of the Sellers contained in any Acquisition Documents for
      any Permitted Acquisition or any instrument furnished in connection
      therewith or in reference thereto are true and correct in all material
      respects as of the date the Administrative Agent makes any Advance to
      Borrower for its use in funding the purchase price of such Permitted
      Acquisition as if made on and as of such date.

      12.13. PRIOR TRANSACTIONS. Except as set forth in Section 12.13 of the
      Disclosure Schedule, within the past five (5) years, no Covered Person has
      been a party to any merger or consolidation, or acquired all or
      substantially all of the assets of any Person.

      12.14. INTENTIONALLY DELETED.

      12.15. SOLVENCY. Borrower is Solvent on the Execution Date.

      12.16. PROJECTIONS. The projections of Borrower's financial condition,
      results of operations, and cash flow delivered to the Administrative
      Agent, pursuant to Section 10.1.2 represent Borrower's good faith best
      estimate of Borrower's future financial performance for the periods set
      forth therein. Such projections have been prepared on the basis of the
      assumptions set forth therein, which Borrower believes are fair and
      reasonable in light of current and reasonably foreseeable business
      conditions.

      12.17. FINANCIAL STATEMENTS. The Financial Statements are complete and
      correct in all material respects, have been prepared in accordance with
      GAAP, and reflect in all material respects the financial condition,
      results of operations and cash flows of the Persons covered thereby as of
      the dates and for the periods stated therein, subject in the case of
      interim Financial Statements to the absence of footnotes and normal
      year-end adjustments made in accordance with GAAP.

                                       27


      12.18. NO CHANGE IN CONDITION. Since the date of the Financial Statements
      delivered to Administrative Agent as required herein, there has been no
      change which has or is reasonably likely to have a Material Adverse Effect
      on any Covered Person.

      12.19. INVESTMENTS. No Covered Person has any Investments in other Persons
      except existing Permitted Investments.

      12.20. INDEBTEDNESS. No Covered Person has any Indebtedness except
      existing Permitted Indebtedness.

      12.21. INDIRECT OBLIGATIONS. No Covered Person has any Indirect
      Obligations except existing Permitted Indirect Obligations.

      12.22. LEASES. As of the Execution Date, all material leases of the
      Covered Persons are valid and subsisting and are in full force and effect
      in all material respects.

      12.23. CAPITAL LEASES. No Covered Person has an interest as a lessee under
      any Capital Leases other than Capital Leases that are Permitted
      Indebtedness.

      12.24. TAX LIABILITIES; GOVERNMENTAL CHARGES. Each Covered Person has
      filed or caused to be filed all tax reports and returns required to be
      filed by it with any Governmental Authority, except where extensions have
      been properly obtained. Each Covered Person has paid or made adequate
      provision for payment of all Taxes of such Covered Person, except Taxes
      which are being diligently contested in good faith by appropriate
      proceedings and as to which such Covered Person has established adequate
      reserves in conformity with GAAP. No Security Interest for any such Taxes
      has been filed and no claims are being asserted with respect to any such
      Taxes which, if adversely determined, has or is reasonably likely to have
      a Material Adverse Effect on such Covered Person. There are no material
      unresolved issues concerning any liability of a Covered Person for any
      Taxes which will have or is reasonably likely to have a Material Adverse
      Effect on such Covered Person.

      12.25. PENSION BENEFIT PLANS. All Pension Benefit Plans maintained by each
      Covered Person or an ERISA Affiliate of such Covered Person that are
      intended to qualify under Section 401 of the Code are duly qualified under
      Section 401 of the Code. All Pension Benefit Plans maintained by each
      Covered Person on an ERISA Affiliate of such Covered Person are in
      compliance with the provisions of ERISA and all other Material Laws.
      Except with respect to events or occurrences which do not have and are not
      reasonably likely to have a Material Adverse Effect on any Covered Person:

            12.25.1. PROHIBITED TRANSACTIONS. None of such Pension Benefit Plans
            has participated in, engaged in or been a party to any non-exempt
            PROHIBITED TRANSACTION as defined in ERISA or the Code, and no
            officer, director or employee of such Covered Person or of an ERISA
            Affiliate of such Covered Person has committed a breach of any of
            the responsibilities or obligations imposed upon fiduciaries by
            Title I of ERISA.

                                       28


            12.25.2. CLAIMS. There are no claims, pending or threatened,
            involving any such Pension Benefit Plan by a current or former
            employee (or beneficiary thereof) of such Covered Person or ERISA
            Affiliate of such Covered Person, nor is there any reasonable basis
            to anticipate any claims involving any such Pension Benefit Plan
            which would likely be successfully maintained against such Covered
            Person or such ERISA Affiliate.

            12.25.3. REPORTING AND DISCLOSURE REQUIREMENTS. There are no
            violations of any reporting or disclosure requirements with respect
            to any such Pension Benefit Plan and none of such Pension Benefit
            Plans has violated any applicable Law, including ERISA and the Code.

            12.25.4. ACCUMULATED FUNDING DEFICIENCY. No such Pension Benefit
            Plan has (i) incurred an accumulated funding deficiency (within the
            meaning of Section 412(a) of the Code), whether or not waived; (ii)
            been a Pension Benefit Plan with respect to which a Reportable Event
            (to the extent that the reporting of such events to the PBGC within
            thirty days of the occurrence has not been waived) has occurred and
            is continuing; or (iii) been a Pension Benefit Plan with respect to
            which there exist conditions or events which have occurred that
            present a significant risk of termination of such Pension Benefit
            Plan by the PBGC.

            12.25.5. MULTI-EMPLOYER PLAN. All Multi-employer Plans to which any
            Covered Person contributes or is obligated to contribute are listed
            in Section 12.25.5 of the Disclosure Schedule. No Covered Person or
            ERISA Affiliate of such Covered Person has received notice that any
            such Multi-employer Plan is in reorganization or has been terminated
            within the meaning of Title IV of ERISA, and no such Multi-employer
            Plan is reasonably expected to be in reorganization or to be
            terminated within the meaning of Title IV of ERISA.

      12.26. WELFARE BENEFIT PLANS. No Covered Person or ERISA Affiliate of any
      Covered Person maintains a Welfare Benefit Plan that has a liability
      which, if enforced or collected, has or is reasonably likely to have a
      Material Adverse Effect on any Covered Person. Each Covered Person and
      each ERISA Affiliate of any Covered Person has complied in all material
      respects with the applicable requirements of Section 4980B of the Code
      pertaining to continuation coverage as mandated by COBRA.

      12.27. RETIREE BENEFITS. No Covered Person or ERISA Affiliate of such
      Covered Person has an obligation to provide any Person with any medical,
      life insurance, or similar benefit following such Person's retirement or
      termination of employment (or to such Person's beneficiary subsequent to
      such Person's death) other than (i) such benefits provided to Persons at
      such Person's sole expense and (ii) obligations under COBRA.

      12.28. DISTRIBUTIONS. No Distribution other than as allowed in Section
      15.9 has been or shall be declared, paid or made upon or in respect of any
      capital stock of Borrower on and after the Execution Date, except as
      expressly permitted hereby.

      12.29. REAL PROPERTY. No Covered Person owns any real property.

                                       29


      12.30. STATE OF PERSONAL PROPERTY. Each Covered Person has good and
      marketable or merchantable title to all real and personal property
      purported to be owned by it or reflected in the Initial Financial
      Statements, except for personal property sold in the ordinary course of
      business or otherwise in accordance with the terms of Section 15.9 of this
      Agreement after the date of the Initial Financial Statements. There are no
      Security Interests on any of the property purported to be owned by any
      Covered Person, except Permitted Security Interests. Each material
      tangible item of Personal Property purported to be owned by a Covered
      Person is in generally good operating condition and repair and is suitable
      for the use to which it is customarily put by its owner.

      12.31. NEGATIVE PLEDGES. No Covered Person is a party to or bound by any
      material Contract which prohibits the creation or existence of any
      Security Interest upon or assignment or conveyance of any Personal
      Property of such Covered Person, other than the Note Purchase Documents
      and as set forth in Section 12.31 of the Disclosure Schedule. In addition
      to the foregoing and not in limitation thereof, no Covered Person is party
      to or bound by any Contract with the United States or any other
      department, agency, public corporation, or other instrumentality thereof
      which prohibits the creation or existence of any Security Interest upon or
      assignment or conveyance of any Personal Property of such Covered Person
      other than as set forth in Section 12.31 of the Disclosure Schedule.

      12.32. PARITY DEBT UNSECURED. No Covered Person has granted a Security
      Interest in any of the assets of such Covered Person as security for the
      Parity Debt.

      12.33. S CORPORATION. As of the Execution Date and thereafter, there is no
      election in effect under Section 1362(a) of the Code for any Covered
      Person to be treated as an S Corporation as defined in Section 1361 (a) of
      the Code.

      12.34. SUBSIDIARIES AND AFFILIATES. Borrower has no Subsidiaries, except
      for those Subsidiaries listed in Section 12.34 of the Disclosure Schedule.

      12.35. MARGIN STOCK. No Covered Person is engaged or will engage,
      principally or as one of its important activities, in the business of
      extending credit for the purpose of PURCHASING or CARRYING MARGIN STOCK
      (within the meaning of Regulation U). Except for the Repurchases, no part
      of the proceeds of any Advance will be used to purchase or carry any such
      margin stock, or to extend credit to others for the purpose of purchasing
      or carrying any such margin stock. No part of the proceeds of any Advance
      will be used for any purpose which violates, or which would be
      inconsistent with, the provisions of Regulation U. None of the
      transactions contemplated by any of the Acquisition Documents will violate
      Regulations T, U or X of the FRB.

      12.36. SECURITIES MATTERS. No proceeds of any Advance will be used to
      acquire any security in any transaction which is subject to Sections 13
      and 14 of the Securities Exchange Act of 1934.

      12.37. INVESTMENT COMPANY ACT, ETC. No Covered Person is an investment
      company registered or required to be registered under the Investment
      Company Act of 1940, or a

                                       30


      company CONTROLLED (within the meaning of such Investment Company Act) by
      such an INVESTMENT COMPANY or an AFFILIATED PERSON of, or PROMOTER or
      PRINCIPAL UNDERWRITER for, an INVESTMENT COMPANY, as such terms are
      defined in the Investment Company Act of 1940. No Covered Person is
      subject to regulation under the Public Utility Holding Company Act of
      1935, the Federal Power Act, the Interstate Commerce Act or any other Law
      limiting or regulating its ability to incur Indebtedness for money
      borrowed.

      12.38. NO MATERIAL MISSTATEMENTS OR OMISSIONS. Neither the Loan Documents,
      any of the Financial Statements nor any statement, list, certificate or
      other information furnished or to be furnished by Borrower or any other
      Covered Person to Administrative Agent or Lenders in connection with the
      Loan Documents or any of the transactions contemplated thereby contains
      any untrue statement of a material fact, or omits to state a material fact
      necessary to make the statements therein not materially misleading.
      Borrower has disclosed to Administrative Agent and Lenders everything of
      which Borrower has knowledge regarding the business, operations, property,
      financial condition, or business prospects or itself and every Covered
      Person that has or is reasonably likely to have a Material Adverse Effect
      on any Covered Person.

      12.39. FILINGS. All registration statements, reports, proxy statements and
      other documents, if any, required to be filed by any Covered Person with
      the Securities and Exchange Commission pursuant to the Securities Act of
      1933, and the Securities Exchange Act of 1934, have been filed, and such
      filings are complete and accurate in all material respects and contain no
      untrue statements of material fact or omit to state any material facts
      required to be stated therein or necessary in order to make the statements
      therein not misleading, and all capital stock of any covered Person that
      is issued and outstanding has been sold pursuant to transactions that are
      registered under the Securities Act of 1933 or that are exempt thereunder.

      12.40. BROKER'S FEES. No broker or finder is entitled to compensation for
      services rendered with respect to the transactions contemplated by this
      Agreement or the Acquisition Documents.

      12.41. NO HART-SCOTT RODINO FILING REQUIRED. None of the Covered Persons,
      any Guarantor, or Seller was required to file notification under the
      Hart-Scott Rodino Antitrust Improvement Act of 1976, or to notify or
      obtain the approval of any Governmental Authority in connection with any
      Permitted Acquisition, unless such notification was filed or such approval
      was obtained, as the case may be.

13. MODIFICATION AND SURVIVAL OF REPRESENTATIONS. Borrower may at any time after
the Execution Date, propose to Lenders in writing to modify the representations
and warranties in Section 12, the representations and warranties in any other
Loan Document and any other representation or warranty made in any certificate,
report, opinion or other document delivered by Borrower pursuant to the Loan
Documents. If the proposed modifications are satisfactory to Required Lenders as
evidenced by their written assent thereto, then such representations and
warranties shall be deemed and treated as so modified, but only as of the date
of Borrower's written modification proposal. If such proposed modifications are
not satisfactory to Required

                                       31


Lenders, then such proposed modifications shall not be deemed or treated as
modifying such representations and warranties. All such representations and
warranties, as made or deemed made as of a particular time, shall survive
execution of each of the Loan Documents and the making of every Advance, and may
be relied upon by Administrative Agent and Lenders as being true and correct in
all material respects as of the date when made or deemed made until all of the
Loan Obligations are fully and indefeasibly paid, no Letters of Credit are
outstanding and the Letter of Credit Exposure is irreversibly zero.

14. AFFIRMATIVE COVENANTS. Borrower covenants and agrees that, while any of the
Commitments remains in effect and until all of the Loan Obligations are fully
and indefeasibly paid, no Letters of Credit are outstanding and the Letter of
Credit Exposure is irreversibly zero, Borrower shall do, or cause to be done,
the following:

      14.1. USE OF PROCEEDS. Subject to the terms and conditions hereof, (i) the
      existing Indebtedness of Borrower under the Second Amended and Restated
      Loan Agreement shall be deemed to be converted to and replaced by the
      proceeds of a Revolving Loan Advance funded under the Aggregate Revolving
      Loan Commitment pursuant to this Agreement, (ii) the proceeds of any
      subsequent Revolving Loan Advance shall be used solely for working
      capital, capital expenditures permitted hereunder, as the source for
      payment of Borrower's reimbursement obligations with respect to Letters of
      Credit, to pay the transaction costs for this Loan Agreement, to finance
      Permitted Acquisitions, and to finance Repurchases but only so long as (a)
      the cumulative aggregate amount of all Revolving Loan Advances utilized to
      effect the Repurchases after the Effective Date are not greater than Five
      Million and No/100 Dollars ($5,000,000.00) in the aggregate; (b) there is
      no Default hereunder at the time of any such Repurchase; and (c) the
      Maximum Available Amount that is available to Borrower under the Aggregate
      Revolving Loan Commitment immediately following any Revolving Loan Advance
      made to finance Repurchases is not less than Five Million and No/100
      Dollars ($5,000,000.00).

      14.2. CORPORATE EXISTENCE. Each Covered Person shall maintain its
      existence in good standing and shall maintain in good standing its right
      to transact business in those states in which it is now or hereafter doing
      business, except where the failure to so qualify will not have and will
      not be reasonably likely to have a Material Adverse Effect on any Covered
      Person. Each Covered Person shall obtain and maintain all Material
      Licenses for such Covered Person.

      14.3. MAINTENANCE OF PROPERTY AND LEASES. Each Covered Person shall
      maintain in good condition and working order, and repair and replace as
      required, all buildings, equipment, machinery, fixtures and other real and
      personal property whose useful economic life has not elapsed and which is
      necessary for the ordinary conduct of the business of such Covered Person.
      Each Covered Person shall maintain in good standing and free of defaults
      all of its leases of buildings, equipment, machinery, fixtures and other
      real and personal property whose useful economic life has not elapsed and
      which is necessary for the ordinary conduct of the business of such
      Covered Person.

      14.4. INVENTORY. Each Covered Person shall keep its Inventory in good and
      merchantable condition at its own expense and shall hold such Inventory
      for sale or lease,

                                       32


      or to be furnished in connection with the rendition of services, in the
      ordinary course of such Covered Person's business, on terms which do not
      include bill-and-hold, guarantied sale, sale and return, sale on approval,
      consignment or similar repurchase or return terms. All such Inventory
      shall be produced in accordance with the Federal Fair Labor Standards Act
      of 1938 and all rules, regulations, and orders thereunder.

      14.5. INSURANCE. Each Covered Person shall at all times keep insured or
      cause to be kept insured, in insurance companies having a rating of at
      least "A" by Best's Rating Service, all property owned by it of a
      character usually insured by others carrying on businesses similar to that
      of such Covered Person in such manner and to such extent and covering such
      risks as such properties are usually insured. Each Covered Person shall
      carry business interruption insurance in such amounts, in such manner and
      to such extent and covering such risks as businesses similar to that of
      such Covered Persons are usually insured. Each Covered Person shall at all
      times carry insurance, in insurance companies having a rating of at least
      "A" by Best's Rating Service, against liability on account of damage to
      persons or property (including product liability insurance and insurance
      required under all Laws pertaining to workers' compensation) and covering
      all other liabilities common to such Covered Person's business, in such
      manner and to such extent as such coverage is usually carried by others
      conducting businesses similar to that of such Covered Person (and each
      Covered Person shall maintain liability coverage, including tail coverage,
      in the amounts in effect for such Covered Person on the Execution Date).
      Borrower shall upon request of Administrative Agent at any time furnish to
      Administrative Agent updated evidence of insurance (in the form required
      as a condition to Administrative Agent's lending hereunder) for such
      insurance.

      14.6. PAYMENT OF TAXES AND OTHER OBLIGATIONS. Each Covered Person shall
      promptly pay and discharge or cause to be paid and discharged, as and when
      due, any and all income taxes, federal or otherwise, lawfully assessed and
      imposed upon it, and any and all lawful taxes, rates, levies, and
      assessments whatsoever upon its properties and every part thereof, or upon
      the income or profits therefrom and all claims of materialmen, mechanics,
      carriers, warehousemen, landlords and other like Persons for labor,
      materials, supplies, storage or other items or services which if unpaid
      might be or become a Security Interest or charge upon any of its property;
      provided, however, that a Covered Person may diligently contest in good
      faith by appropriate proceedings the validity of any such taxes, rates,
      levies, or assessments, provided such Covered Person has established
      adequate reserves therefor in conformity with GAAP on the books of such
      Covered Person, and no Security Interest, other than a Permitted Security
      Interest, results from such non-payment.

      14.7. COMPLIANCE WITH LAWS. Each Covered Person shall comply in all
      material respects with all Material Laws and each Covered Person shall
      ensure, and cause each other Covered Person to ensure, that no Person who
      owns a controlling interest in or otherwise controls a Covered Person is
      or shall be (i) listed on the Specially Designated Nationals and Blocked
      Person List maintained by the Office of Foreign Assets Control (OFAC),
      Department of the Treasury, and/or any other similar lists maintained by
      OFAC pursuant to any authorizing statute, Executive Order or regulation or
      (ii) a person designated under Section 1(b), (c) or (d) of Executive Order
      No. 13224 (September 23,

                                       33


      2001), any related enabling legislation or any other similar Executive
      Orders, and each Covered Person shall comply, and cause each other Covered
      Person to comply, in all material respects with all applicable Bank
      Secrecy Act ("BSA") and anti-money laundering laws and regulations.

      14.8. DISCOVERY AND CLEAN-UP OF HAZARDOUS MATERIAL.

            14.8.1. IN GENERAL. Upon any Covered Person receiving notice of any
            violation of Environmental Laws or any similar notice described in
            Section 12.10.3, or upon any Covered Person otherwise discovering
            Hazardous Material on any property owned or leased by such Covered
            Person which is in violation of, or which would result in liability
            under, any Environmental Law, Borrower shall: (i) promptly take such
            reasonable acts as may be necessary to prevent danger or harm to the
            property or any person therein as a result of such Hazardous
            Material; (ii) at the request of Administrative Agent, and at
            Borrower's sole cost and expense, obtain and deliver to
            Administrative Agent promptly, but in no event later than 90 days
            after such request, a then currently dated environmental assessment
            of the property certified to Administrative Agent and any future
            holder of the Loan Obligations, a proposed plan for responding to
            any environmental problems described in such assessment, and an
            estimate of the costs thereof; and (iii) take all necessary steps to
            initiate and expeditiously complete all removal, remedial, response,
            corrective and other action to eliminate any such environmental
            problems, and keep Administrative Agent informed of such actions and
            the results thereof.

            14.8.2. ASBESTOS CLEAN-UP. In the event that any property owned by
            any Covered Person contains Asbestos Material, Borrower shall
            develop and implement, as soon as reasonably possible, an Operations
            and Maintenance Program (as contemplated by EPA guidance document
            entitled Managing Asbestos in Place; A Building Owner's Guide to
            Operations and Maintenance Programs for Asbestos-Containing
            Materials) for managing in place the Asbestos Material, and deliver
            a true, correct and complete copy of such Operations and Maintenance
            Program to Administrative Agent. In the event that the asbestos
            survey done in connection with developing the Operations and
            Maintenance Program reveals Asbestos Material which, due to its
            condition, location or planned building renovation, is recommended
            to be encapsulated or removed, Borrower shall promptly cause the
            same to be encapsulated or removed and disposed of offsite, in
            either case by a licensed and experienced asbestos contractor, all
            in accordance with applicable state, federal and local Laws. Upon
            completion of any such encapsulation or removal, Borrower shall
            deliver to Administrative Agent a certificate in such form as is
            then customarily available signed by the consultant overseeing the
            activity certifying to Administrative Agent that the work has been
            completed in compliance with all applicable Laws regarding
            notification, encapsulation, removal and disposal and that no
            airborne fibers beyond permissible exposure limits remain on site.
            All costs of such inspection, testing and remedial actions shall be
            paid by Borrower.

                                       34


      14.9. TERMINATION OF PENSION BENEFIT PLAN. No Covered Person or ERISA
      Affiliate of such Covered Person shall terminate or amend any Pension
      Benefit Plan maintained by such Covered Person or such ERISA Affiliate if
      such termination or amendment would result in any liability to such
      Covered Person or such ERISA Affiliate under ERISA or any increase in
      current liability for the plan year for which such Covered Person or such
      ERISA Affiliate is required to provide security to such Pension Benefit
      Plan under the Code, which such liability could reasonably be expected to
      have a Material Adverse Effect on such Covered Person.

      14.10. NOTICE TO ADMINISTRATIVE AGENT OF MATERIAL EVENTS. Borrower shall,
      promptly upon any Responsible Officer of Borrower obtaining knowledge or
      notice thereof, give notice to Administrative Agent of (i) any breach of
      any of the covenants in Section 14, 15, or 16; (ii) any Default or Event
      of Default; and (iii) the commencement of any Material Proceeding. In
      addition,

            14.10.1. Borrower shall furnish to Administrative Agent from time to
            time all information which Administrative Agent reasonably requests
            with respect to the status of any Material Proceeding.

            14.10.2. Borrower shall furnish to Administrative Agent from time to
            time all information which Administrative Agent reasonably requests
            with respect to any Pension Benefit Plan established by a Covered
            Person or an ERISA Affiliate of any Covered Person.

            14.10.3. Borrower shall deliver notice to Administrative Agent of
            the establishment of any Pension Benefit Plan by a Covered Person or
            an ERISA Affiliate of such Covered Person.

            14.10.4. Borrower shall promptly deliver to Administrative Agent
            notice of any event of default with respect to any of the Permitted
            Indebtedness, the occurrence of which would be reasonably likely to
            have a Material Adverse Effect.

            14.10.5. Borrower shall promptly deliver notice to Administrative
            Agent of the assertion by the holder of any capital stock,
            membership interest, or any other equity interest in a Covered
            Person or any Indebtedness of a Covered Person in the outstanding
            principal amount in excess of $500,000.00 that a default exists with
            respect thereto or that such Covered Person is not in compliance
            with the terms thereof, or of the threat or commencement by such
            holder of any enforcement action because of such asserted default or
            noncompliance and such assertion, threat or commencement would be
            reasonably likely to have a Material Adverse Effect.

            14.10.6. Borrower shall, promptly after becoming aware thereof,
            deliver notice to Administrative Agent of any pending or threatened
            strike, work stoppage, material unfair labor practice claim or other
            material labor dispute affecting a Covered Person.

                                       35


            14.10.7. Borrower shall, promptly after becoming aware thereof,
            deliver notice to Administrative Agent of any event that has or is
            reasonably likely to have a Material Adverse Effect.

            14.10.8. Borrower shall, promptly after becoming aware thereof,
            deliver notice to Administrative Agent of an actual, alleged, or
            potential violation of any Material Law applicable to a Covered
            Person or the property of a Covered Person if such violation would
            reasonably be likely to have a Material Adverse Effect.

            14.10.9. Borrower shall deliver notice to the Administrative Agent
            of the occurrence of any event of default or event which, with the
            giving of notice or passage of time, or both, would constitute an
            event of default under the Parity Debt or the Note Purchase
            Agreement.

            14.10.10. Borrower shall deliver to Administrative Agent copies of
            all modifications, amendments, extensions, consolidations,
            restatements, alterations, changes or revisions to the Parity Debt
            or the Note Purchase Agreement (including, without limitation, any
            side letters, waivers or consents entered into with respect to the
            Parity Debt) within a reasonable time after any of such applicable
            instruments have been executed by Borrower.

            14.10.11. Borrower shall promptly deliver to Administrative Agent,
            upon the Administrative Agent's request therefor, a statement as to
            the aggregate outstanding principal balance of the Parity Debt as of
            the date of such request.

      14.11. BORROWING OFFICER. Borrower shall keep on file with Administrative
      Agent at all times an appropriate instrument naming each Borrowing
      Officer.

      14.12. INTENTIONALLY DELETED.

      14.13. ACCOUNTING SYSTEM. Each Covered Person shall maintain in all
      material respects a system of accounting established and administered in
      accordance with GAAP. Without limiting the generality of the foregoing:

            14.13.1. ACCOUNT RECORDS. Each Covered Person shall maintain a
            record of Accounts at its principal place of business that itemize
            each Account of such Covered Person and describe the names and
            addresses of the Account Debtors on such Accounts, all relevant
            invoice numbers, invoice dates, and shipping dates, and the due
            dates, collection histories, and aging of such Accounts.

            14.13.2. TRACING OF PROCEEDS. Each Covered Person shall maintain
            detailed and accurate records of all transfers of any proceeds of
            the Loans from Borrower to such Covered Person. Borrower shall
            maintain reasonably detailed and accurate records of proceeds of the
            Loans and transfers of the proceeds of the Loans (i) received by it
            from the Lenders, (ii) transferred from it to any other Covered
            Person, (iii) received by it from another Covered Person, and (iv)
            transferred by it to Persons to effect the Repurchases which such
            record shall

                                       36


            include a schedule detailing the sale price paid per share to effect
            such Repurchases.

      14.14. FINANCIAL STATEMENTS. Borrower shall deliver to Administrative
      Agent:

            14.14.1. ANNUAL FINANCIAL STATEMENTS. Within 120 days after the
            close of each fiscal year of Borrower, year-end consolidated and
            consolidating financial statements of Borrower and its Subsidiaries,
            containing a balance sheet, income statement, statement of cash
            flows and an audit report without qualification by an independent
            certified public accounting firm selected by Borrower and
            satisfactory to Administrative Agent, and accompanied by (i) a
            Compliance Certificate of the Chief Financial Officer of Borrower,
            (ii) a certificate of the independent certified public accounting
            firm that examined such financial statements to the effect that they
            have reviewed and are familiar with the financial covenants set
            forth in this Agreement and that, in examining such financial
            statements, they did not become aware of any fact or condition which
            then constituted a Default or Event of Default, except for those, if
            any, described in reasonable detail in such certificate, (iii) the
            management letter and report on internal controls delivered by such
            independent certified public accounting firm in connection with its
            audit, and (iv) if requested by Administrative Agent, any summary
            prepared by such independent certified public accounting firm of the
            adjustments proposed by the members of its audit team.

            14.14.2. QUARTERLY FINANCIAL STATEMENTS. Within 30 days after the
            end of each fiscal quarter of Borrower, unaudited consolidated and
            consolidating internally prepared financial statements of Borrower
            and its Subsidiaries for the quarters not covered by the latest
            year-end financial statements, in each case containing a balance
            sheet, income statement, and statement of cash flows and accompanied
            by a Compliance Certificate of the Chief Financial Officer of
            Borrower.

            Each Compliance Certificate shall be in the form of Exhibit 14.14,
            shall contain detailed calculations of the financial measurements
            referred to in Section 16 for the relevant periods, and shall
            contain statements by the signing officer to the effect that, except
            as explained in reasonable detail in such Compliance Certificate,
            (i) the attached Financial Statements are complete and correct in
            all material respects (subject, in the case of Financial Statements
            other than annual, to normal year-end audit adjustments) and have
            been prepared in accordance with GAAP applied consistently
            throughout the periods covered thereby and with prior periods
            (except as disclosed therein) (ii) all of the Representations and
            Warranties are true and correct in all material respects as of the
            date such certification is given as if made on such date, and (iii)
            there is no Existing Default. If any Compliance Certificate
            delivered to Administrative Agent discloses that a representation or
            warranty is not true and correct in all material respects, or that
            there is an Existing Default that has not been cured or waived in
            writing by Required Lenders, such Compliance Certificate shall state
            what action Borrower has taken or proposes to take with respect
            thereto.

                                       37


      14.15. OTHER FINANCIAL INFORMATION. Borrower shall also deliver the
      following to Administrative Agent:

            14.15.1. STOCKHOLDER REPORTS. Contemporaneously with their filing by
            or on behalf of Borrower or any other Covered Person, copies of any
            proxy statements, financial statements and reports which Borrower
            makes available to its stockholders.

            14.15.2. PENSION BENEFIT PLAN REPORTS. Promptly upon the reasonable
            request of Administrative Agent at any time or from time to time, a
            copy of each annual report or other filing or notice filed with
            respect to each Pension Benefit Plan of a Covered Person or an ERISA
            Affiliate of a Covered Person.

            14.15.3. TAX RETURNS. Promptly upon the reasonable request of
            Administrative Agent at any time or from time to time, a copy of
            each federal, state, or local tax return or report filed by
            Borrower.

      14.16. ANNUAL PROJECTIONS. Within the 30 days after the first day of each
      fiscal year of Borrower, projected balance sheets, statements of income
      and expense for Borrower and every other Covered Person as of the end of
      and for each quarter of such fiscal year and each quarter through the
      Revolving Loan Maturity Date, in such detail as Administrative Agent may
      reasonably require, shall be delivered to Administrative Agent.

      14.17. OTHER INFORMATION. Upon the request of Administrative Agent,
      Borrower shall promptly deliver to Administrative Agent such other
      information about the business, operations, revenues, financial condition,
      property, or business prospects of Borrower and every other Covered Person
      as Administrative Agent may, from time to time, reasonably request.

      14.18. AUDITS BY ADMINISTRATIVE AGENT. Administrative Agent or Persons
      authorized by and acting on behalf of Administrative Agent or any Lender
      may at any time during normal business hours audit the books and records
      and inspect any of the property of each Covered Person from time to time
      upon reasonable notice to such Covered Person, and in the course thereof
      may make copies or abstracts of such books and records and discuss the
      affairs, finances and books and records of such Covered Person with its
      accountants and officers. Each Covered Person shall cooperate with
      Administrative Agent and such Persons in the conduct of such audits and
      shall deliver to Administrative Agent any instrument necessary for
      Administrative Agent to obtain records from any service bureau maintaining
      records for such Covered Person. Borrower shall reimburse Administrative
      Agent for all reasonable costs and expenses incurred by it in conducting
      each audit. Provided there is no Event of Default that has occurred and is
      continuing, Administrative Agent shall not conduct an audit more than one
      (1) time per calendar year, and Borrower's obligation to reimburse
      Administrative Agent shall be capped at $5,000.00 per audit. However,
      neither limitation shall apply to audits at any time an Event of Default
      is in existence.

                                       38


      14.19. ACCESS TO OFFICERS AND AUDITORS. Each Covered Person shall permit
      any Lender and Administrative Agent and each of their representatives and
      agents to discuss the business, operations, revenues, financial condition,
      property, or business prospects of such Covered Person with its officers,
      accountants and independent auditors as often as Administrative Agent may
      request in its discretion, and such Covered Person shall direct such
      officers, accountants and independent auditors to cooperate with
      Administrative Agent, Lenders, and their representatives and agents, and
      make full disclosure to Administrative Agent, Lenders, and their
      representatives and agents, of those matters that they may deem relevant
      to the continuing ability of Borrower timely to pay and perform the Loan
      Obligations. Administrative Agent and each Lender agrees that it will not
      disclose to third Persons any information that it obtains about any
      Covered Person or its operations or finances that is reasonably considered
      non-public information. Administrative Agent and Lenders may, however,
      disclose such information to each other and all of their respective
      officers, attorneys, auditors, accountants, bank examiners, agents and
      representatives who have a need to know such information in connection
      with the administration, interpretation or enforcement of the Loan
      Documents or the lending and collection activity contemplated therein or
      to the extent required by Law or a Governmental Authority. Administrative
      Agent and Lenders shall advise such Persons that such information is to be
      treated as confidential. Administrative Agent and any Lender may also
      disclose such information in any documents that it files in any legal
      proceeding to pursue, enforce or preserve its rights under the Loan
      Documents to the extent that its counsel advises in writing that such
      disclosure is reasonably necessary. Administrative Agent's and Lenders'
      non-disclosure obligation shall not apply to any information that (i) is
      disclosed to Administrative Agent or any Lender by a third Person not
      affiliated with or employed by Borrower who does not have a commensurate
      duty of non-disclosure, or (ii) becomes publicly known other than as a
      result of disclosure by Administrative Agent or a Lender.

      14.20. PROFORMAS FOR PERMITTED ACQUISITIONS. Borrower shall, no less than
      20 days prior to making any Permitted Acquisition, prepare and furnish to
      Administrative Agent proforma financial statements described below for the
      Target Company (if such Permitted Acquisition is structured as a purchase
      of equity) or the Surviving Company (if such Permitted Acquisition is
      structured as a purchase of assets or a merger), demonstrating to the
      satisfaction of Administrative Agent that the Target Company, all
      Surviving Companies, and Borrower, as the case may be, will be Solvent
      upon consummation of such acquisition and upon the passage of time
      thereafter, and that none of the covenants in Section 16 will be violated
      as a consequence of such acquisition or with the passage of time
      thereafter and, if applicable, demonstrating that the Maximum Available
      Amount will be great enough to allow a Revolving Loan Advance to be made
      in the amount Borrower will request in connection with the closing of such
      Permitted Acquisition. Such proforma financial statements shall contain
      consolidated and consolidating balance sheets, income statements,
      statements of cash flows and such other reports and disclosures of
      Borrower as well as the Target Company (if such Permitted Acquisition is
      structured as a purchase of equity) or the Surviving Company (if such
      Permitted Acquisition is structured as a purchase of assets or a merger)
      and shall cover such forecast periods, as Administrative Agent may in its
      discretion require. Borrower shall also provide to Administrative Agent
      copies of the audited financial statements (if

                                       39


      available, or unaudited financial statements if no audited financial
      statements exist) for the Target Company for the three fiscal years most
      recently ended and for each of the completed fiscal quarters in the then
      current fiscal year.

      14.21. ACQUISITION DOCUMENTS. Borrower shall fully perform in all material
      respects all of its obligations under all Acquisition Documents, and shall
      enforce all of its rights and remedies thereunder as it deems appropriate
      in its reasonable business judgment; provided, however, that Borrower
      shall not take any action or fail to take any action which would result in
      a waiver or other loss of any material right or remedy of Borrower
      thereunder. Without limiting the generality of the foregoing, Borrower
      shall take all action necessary or appropriate to permit, and shall not
      take any action which would have a Material Adverse Effect upon, the full
      enforcement of all indemnification rights under all the Acquisition
      Documents. Borrower shall not, without Administrative Agent's prior
      written consent, modify, amend, supplement, compromise, satisfy, release
      or discharge any material provision of the Acquisition Documents, any
      material collateral securing the same, any Person liable directly or
      indirectly with respect thereto, or any material agreement relating to the
      Acquisition Documents or the collateral therefor.

      14.22. FURTHER ASSURANCES. Borrower shall execute and deliver, or cause to
      be executed and delivered, to Administrative Agent such documents and
      agreements, and shall take or cause to be taken such actions, as
      Administrative Agent may from time to time reasonably request to carry out
      the terms and conditions of this Agreement and the other Loan Documents.

15. NEGATIVE COVENANTS. Borrower covenants and agrees that, while any of the
Commitments remains in effect and until all of the Loan Obligations are fully
and indefeasibly paid, no Letters of Credit are outstanding and the Letter of
Credit Exposure is zero, Borrower shall not, directly or indirectly, do any of
the following, or permit any Covered Person to do any of the following, without
the prior written consent of Required Lenders:

      15.1. INVESTMENTS. Make any Investments in any other Person except the
      following:

            15.1.1. Investments in (i) interest-bearing obligations of the
            United States government or any department, agency or
            instrumentality thereof; (ii) certificates of deposit issued by any
            Lender; (iii) prime commercial paper rated A1 or better by Standard
            and Poor's Corporation or Prime P1 or better by Moody's Investor
            Service, Inc.; (iv) agreements involving the sale to a Covered
            Person of United States government securities and their guarantied
            repurchase the next Business Day by a commercial bank chartered
            under the Laws of the United States or any state thereof which has
            capital and surplus of not less than $500,000,000.00 (v)
            certificates of deposit issued by and time deposits with any
            commercial bank chartered under the Laws of the United States or any
            state thereof which has capital and surplus of not less than
            $500,000,000.00; or (vi) municipal bonds that are rated in either of
            the two highest rating categories by a nationally recognized rating
            service.

                                       40


            15.1.2. Accounts arising in the ordinary course of business and
            payable in accordance with Borrower's or such Covered Person's
            customary trade terms.

            15.1.3. Any Investments that constitute Permitted Acquisitions.

            15.1.4. Investments existing on the Execution Date and disclosed in
            Section 12.19 of the Disclosure Schedule.

            15.1.5. Notes received by a Covered Person in settlement of
            Indebtedness of other Persons to such Covered Person that was
            incurred in the ordinary course of such Covered Person's business.

            15.1.6. Investments by any Covered Person in any other Covered
            Person.

            15.1.7. Loans to employees of any Covered Person, provided that in
            no event shall all such loans exceed $500,000 in the aggregate.

            15.1.8. Investments by any Covered Person in Johnson.

            15.1.9. Investments in any new Subsidiary after the Effective Date
            so long as such new Subsidiary shall have been organized, created or
            acquired in accordance with Section 15.17.

      15.2. INDEBTEDNESS. Create, incur, assume, or allow to exist any
      Indebtedness of any kind or description, except the following:

            15.2.1. Indebtedness to trade creditors incurred in the ordinary
            course of business, to the extent that it is not overdue past the
            original due date by more than 90 days, provided that Indebtedness
            that is overdue past its original due date by more than ninety (90)
            days will be considered Permitted Indebtedness if it is the subject
            of a good faith dispute and Borrower or such Covered Person has
            established appropriate reserves adequate to pay such items in
            accordance with GAAP.

            15.2.2. The Loan Obligations.

            15.2.3. Indebtedness secured by Permitted Security Interests.

            15.2.4. Indebtedness under Capital Leases to the extent it does not
            exceed $3,500,000.00 in the aggregate at any time and is on terms
            approved in advance in writing by Administrative Agent.

            15.2.5. Indebtedness owed by one Covered Person to another Covered
            Person.

            15.2.6. Any Interest Hedge Obligation.

            15.2.7. The Indebtedness set forth on Section 15.2.7 of the
            Disclosure Schedule.

            15.2.8. Indebtedness incurred in connection with Permitted
            Acquisitions that does not exceed $2,500,000.00.

                                       41

            15.2.9. Indebtedness evidenced by the $75,000,000 Senior Guaranteed
            Notes due May 25, 2014 issued pursuant to the Note Purchase
            Agreement (such Indebtedness, the "Parity Debt") or the other Note
            Purchase Documents.

      15.3. PREPAYMENTS. Voluntarily prepay any Indebtedness other than (a) the
      Loan Obligations in accordance with the terms of the Loan Documents, (b)
      trade payables in the ordinary course of business, (c) Operating and
      Capital Lease obligations, and (d) the Parity Debt in accordance with the
      terms of the Note Purchase Agreement.

      15.4. INDIRECT OBLIGATIONS. Create, incur, assume or allow to exist any
      Indirect Obligations except the Permitted Indebtedness and except Indirect
      Obligations existing on the Execution Date and disclosed on Section 12.21
      of the Disclosure Schedule.

      15.5. SECURITY INTERESTS. Create, incur, assume or allow to exist any
      Security Interest upon all or any part of its property, real or personal,
      now owned or hereafter acquired, except the following:

            15.5.1. Security Interests for taxes, assessments or governmental
            charges not delinquent or being diligently contested in good faith
            and by appropriate proceedings and for which adequate book reserves
            in accordance with GAAP are maintained.

            15.5.2. Security Interests arising out of deposits in connection
            with workers' compensation insurance, unemployment insurance, old
            age pensions, or other social security or retirement benefits
            legislation.

            15.5.3. Deposits or pledges to secure bids, tenders, contracts
            (other than contracts for the payment of money), leases, statutory
            obligations, surety and appeal bonds, and other obligations of like
            nature arising in the ordinary course of business.

            15.5.4. Security Interests imposed by any Law, such as mechanics',
            workmen's, materialmen's, landlords', carriers', or other like
            Security Interests arising in the ordinary course of business which
            secure payment of obligations which are not past due or which are
            being diligently contested in good faith by appropriate proceedings
            and for which adequate reserves in accordance with GAAP are
            maintained on Borrower's books.

            15.5.5. Purchase money Security Interests securing payment of the
            purchase price of capital assets acquired by a Covered Person after
            the Execution Date in an aggregate principal amount outstanding at
            any one time that does not exceed $1,000,000.00.

            15.5.6. Security Interests existing on the Execution Date that are
            disclosed in Section 12.30 of the Disclosure Schedule and are
            satisfactory to Lenders.

            15.5.7. Security Interests arising in connection with Permitted
            Acquisitions to the extent of the limitations set forth in Section
            15.2.8.

                                       42


            15.5.8. Security Interests granted under Capital Leases to the
            extent of the limitations set forth in Section 15.2.4 and security
            interests granted under Operating Leases.

      15.6. NO AMENDMENTS TO ACQUISITION DOCUMENTS. Agree to, acquiesce to, or
      consent to any amendment, modification, supplement, restatement,
      replacement or change to any of the documents executed in connection with
      any of the Acquisition Documents if such change would be reasonably likely
      to have a Material Adverse Effect.

      15.7. ACQUISITIONS. Acquire a controlling interest in the stock,
      membership interests, or any other equity interest in a Person, or acquire
      all or substantially all of the assets of a Person (including without
      limitation assets comprising all or substantially all of an unincorporated
      business unit or division of any Person), except for Permitted
      Acquisitions. Permitted Acquisition means an acquisition of a controlling
      interest in the stock, membership interests, or any other equity interest
      in a Person, or the acquisition of all or substantially all of the assets
      of a Person (including without limitation assets comprising all or
      substantially all of an unincorporated business unit or division of any
      Person), which satisfies each of the following conditions: (i) Borrower or
      any Subsidiary of Borrower is the Acquiring Company, (ii) if the
      acquisition is structured as a merger, Borrower or any Subsidiary of
      Borrower is the Surviving Company, (iii) Target Company is in a
      substantially similar line of business as Borrower or another Covered
      Person, (iv) Target Company has an EBITDA in excess of zero for the twelve
      month period ended on the date such acquisition is consummated, (v) there
      is no Existing Default, and no Default or Event of Default will occur or
      is reasonably likely to occur as a result of or due to such acquisition,
      (vi) Borrower has fully complied with Section 14.20 of this Agreement with
      respect to such acquisition, (vii) the Maximum Available Amount is at
      least $3,000,000.00 after giving effect to such acquisition, (viii) the
      purchase price (including without limitation any deferred purchase price,
      seller notes, assumed Indebtedness, or similar items) together with all
      expenses incurred in connection with such acquisition does not exceed
      $15,000,000.00 for any single acquisition or $30,000,000.00 in the
      aggregate during any fiscal year of Borrower, (ix) simultaneously with the
      closing of such acquisition, the Target Company (if such Permitted
      Acquisition is structured as a purchase of equity) or the Surviving
      Company (if such Permitted Acquisition is structured as a purchase of
      assets or a merger) executes and delivers to Administrative Agent an
      unlimited Guaranty of the Loan Obligations, or at the option of
      Administrative Agent in Administrative Agent's absolute discretion, a
      joinder agreement satisfactory to Administrative Agent in which such
      Target Company or Surviving Company becomes a Borrower under this
      Agreement and assumes primary, joint and several liability for the Loan
      Obligations, (x) prior to the closing of such acquisition, a Responsible
      Officer of Borrower delivers to Administrative Agent a certificate on
      behalf of Borrower certifying that such acquisition is a Permitted
      Acquisition, and (xi) such acquisition is friendly, rather than hostile,
      in nature.

      15.8. DISPOSAL OF PROPERTY. Sell, transfer, exchange, lease, or otherwise
      dispose of any of its assets except (i) sales of Inventory in the ordinary
      course of business, (ii) the sales of obsolete or unused assets, (iii)
      sales of assets that are replaced by comparable assets of

                                       43


      comparable or better quality; and (iv) sales of other assets that do not
      exceed $3,500,000.00 per year in the aggregate.

      15.9. DISTRIBUTIONS. Directly or indirectly declare or make, or incur any
      liability to make, any Distribution to any Person other than Distributions
      from one Covered Person to another; provided that: (1) the payment of cash
      dividends in an amount not to exceed six cents per share per calendar
      quarter, up to a maximum of $7,500,000.00 per fiscal year and (2) the
      Repurchases shall be permitted so long as there is no Default hereunder at
      the time of declaration of such Distribution or Repurchases. For purposes
      of this Section, a Distribution means and includes (i) any cash dividend
      or payment, (ii) any retirement or prepayment of debt securities (other
      than the Loan Obligation, the Parity Debt or as otherwise permitted
      hereunder) before their regularly scheduled maturity dates, (iii) any loan
      or advance to a shareholder or partner (other than Permitted Investments),
      (iv) any direct or indirect purchase, redemption or other acquisition or
      retirement of any class of its capital stock other than repurchases of
      Borrower's capital stock made in connection with the exercise by employees
      of stock options either by (x) the acquisition of shares from an employee
      in payment of the exercise price for options, or (y) the withholding of
      shares in payment of an employee's tax obligations in connection with such
      exercise.

      15.10. CHANGE OF CONTROL. Merge or consolidate with or into another Person
      provided that a Covered Person shall be permitted to merge or consolidate
      with or into another Covered Person upon advance written notice to
      Administrative Agent, or permit any Person or Group (i) to become the
      record or beneficial owner, directly or indirectly, on a fully diluted
      basis, of securities representing 49% or more of the voting power of
      Borrower's then outstanding securities having the power to vote or 49% or
      more of Borrower's then outstanding capital stock, or (ii) to acquire the
      power to elect a majority of the Board of Directors of Borrower.

      15.11. AMENDMENT TO CHARTER DOCUMENTS. Amend, modify, supplement, restate,
      replace, or change any of its Charter Documents, except to the extent such
      change could not reasonably be expected to adversely affect Administrative
      Agent or any Lender.

      15.12. CAPITAL STRUCTURE; EQUITY SECURITIES. Make any change in capital
      structure which has or is reasonably likely to have a Material Adverse
      Effect; or issue or create any stock, membership interest, or other equity
      interest (or class or series thereof, or non-equity interest that is
      convertible into stock, membership interests or other equity interest (or
      class or series thereof), in any Covered Person, except stock, membership
      interests, or other equity interests (or class or series thereof) that are
      subordinated in right of payment to all the Loan Obligations.

      15.13. CHANGE OF BUSINESS. Engage in any business other than substantially
      as conducted on the Execution Date.

      15.14. TRANSACTIONS WITH AFFILIATES. Enter into or be a party to any
      transaction or arrangement, including the purchase, sale or exchange of
      property of any kind or the rendering of any service, with any Affiliate
      other than a Covered Person, or make any

                                       44


      loans or advances to any Affiliate other than a Covered Person, except
      that each Covered Person may engage in such transactions in the ordinary
      course of business and pursuant to the reasonable requirements of its
      business and on fair and reasonable terms substantially as favorable to it
      as those which it could obtain in a comparable arm's-length transaction
      with a non-Affiliate. No Covered Person may pay any management or other
      fees to any Affiliate that is not a Covered Person; provided, however,
      that no such management fees may be paid while there is an Existing
      Default, and any such management fees which are not paid when due as a
      result of this sentence may be subsequently paid only at such time as (i)
      there is no Existing Default, and (ii) the payment of such management fee
      would not cause a Default to occur or result in a Default.

      15.15. CONFLICTING AGREEMENTS. Enter into any agreement, that would, if
      fully complied with by it, result in a Default or Event of Default either
      immediately or upon the elapsing of time.

      15.16. SALE AND LEASEBACK TRANSACTIONS. Enter into any agreement or
      arrangement with any Person providing for any Covered Person to lease or
      rent property that Borrower has sold or will sell or otherwise transfer to
      such Person.

      15.17. NEW SUBSIDIARIES. Organize, create or acquire any Subsidiary unless
      it is part of a Permitted Acquisition or Borrower has obtained the prior
      written consent of Administrative Agent thereto (which consent shall not
      be unreasonably withheld) and contemporaneously with the organization,
      creation or acquisition of such Subsidiary, the applicable Covered Person
      and such Subsidiary executes and delivers to Administrative Agent for the
      benefit of Lenders the following additional documents: an unlimited
      guaranty of the Loan Obligations by such Subsidiary, together with an
      opinion letter from counsel for such Subsidiary. Such counsel shall be
      acceptable to Administrative Agent and such opinion letter shall be
      substantially similar to the opinion letter(s) received on the Execution
      Date.

      15.18. FISCAL YEAR. Change its fiscal year (currently April 1 - March 31),
      without the prior written consent of Administrative Agent, which consent
      shall not be unreasonably withheld.

      15.19. LEASES. Enter into any Capital Leases except as permitted by
      Section 15.2.

      15.20. TRANSACTIONS HAVING A MATERIAL ADVERSE EFFECT ON COVERED PERSON.
      Enter into any transaction which has or is reasonably likely to have a
      Material Adverse Effect on any Covered Person; or enter into any
      transaction, or take or contemplate taking any other action, or omit or
      contemplate omitting to take any action, which any Responsible Officer
      knows, or reasonably should know is likely to cause a Default or Event of
      Default hereunder.

      15.21. NEGATIVE PLEDGE. Enter into any agreement (other than the Note
      Purchase Documents and as described in Section 15.21 of the Disclosure
      Schedule) containing a provision which would prevent, hinder or impair
      Borrower or any other Covered Person

                                       45


      from creating, incurring, assuming or allowing to exist any Security
      Interest upon all or any part of its property, real or personal, now owned
      or hereafter acquired.

16.   FINANCIAL COVENANTS.

      16.1. SPECIAL DEFINITIONS. As used in this Section 16 and elsewhere
      herein, the following capitalized terms have the following meanings:

      EBIT means, with respect to any fiscal period of Borrower, the
      consolidated net income of Borrower and each Covered Person for such
      fiscal period, as determined in accordance with GAAP and reported on the
      Financial Statements for such period, plus (i) Interest Expense in such
      period, (ii) income tax expense in such period, and (iii) the non-cash
      charges of any share-based compensation awards, to the extent such
      non-cash charges were expensed during such period in accordance with SFAS
      123 or are required to be shown as an expense in any comparative financial
      statements for periods prior to the effective date of SFAS 123. For any
      period during which a Prior Acquisition or any Permitted Acquisition was
      consummated, EBIT shall be calculated on a proforma basis as if the entity
      acquired in connection with any such acquisition had been acquired on the
      first day of such period. From and after the Execution Date, EBIT shall be
      adjusted for the first four consecutive fiscal quarters thereafter by
      adding the following amounts to EBIT determined pursuant to the
      immediately preceding sentence: $2,700,000.00 for the quarter ending June
      30, 2006, $1,675,000.00 for the quarter ending September 30, 2006,
      $650,000.00 for the quarter ending December 31, 2006, and $325,000.00 for
      the quarter ending March 31, 2007.

      EBITDA means, with respect to any fiscal period of Borrower, the
      consolidated net income of Borrower and each Covered Person for such
      fiscal period, as determined in accordance with GAAP and reported on the
      Financial Statements for such period, plus (i) (A) Interest Expense in
      such period, (B) income tax expense in such period, (C) amortization of
      good will and depreciation expense taken in such period, (D) any
      extraordinary loss in such period, and (E) the non-cash charges of any
      share-based compensation awards, to the extent such non-cash charges were
      expensed during such period in accordance with SFAS 123 or are required to
      be shown as an expense in any comparative financial statements for periods
      prior to the effective date of SFAS 123, minus (ii) any extraordinary gain
      in such period. For any period during which a Prior Acquisition or any
      Permitted Acquisition was consummated, EBITDA shall be calculated on a
      proforma basis as if the entity acquired in connection with any such
      acquisition had been acquired on the first day of such period. From and
      after the Execution Date, EBITDA shall be adjusted for the first four
      consecutive fiscal quarters thereafter by adding the following amounts to
      EBITDA determined pursuant to the immediately preceding sentence:
      $2,700,000.00 for the quarter ending June 30, 2006, $1,675,000.00 for the
      quarter ending September 30, 2006, $650,000.00 for the quarter ending
      December 31, 2006, and $325,000.00 for the quarter ending March 31, 2007.

      Interest Expense means for any period of calculation, all interest,
      whether paid in cash or accrued as a liability, but without duplication,
      on Indebtedness of Borrower and each Covered Person during such period.

                                       46


      Senior Indebtedness means the outstanding balance of the Loan Obligations
      at the time of calculation.

      SFAS 123 means Financial Accounting Standards Board Statement of Financial
      Accounting Standards No. 123 (revised 2004).

      Total Indebtedness means the sum of (i) Senior Indebtedness, (ii) the
      aggregate outstanding principal amount of the Parity Debt, and (iii) the
      unamortized capitalized amount of all Capital Leases.

      All other capitalized terms used in this Section 16 shall have their
      meanings and shall be determined under GAAP.

      16.2. INTENTIONALLY DELETED.

      16.3. MINIMUM INTEREST COVERAGE. The ratio of Borrower's: (i) EBIT minus
      dividends and income tax expense to (ii) Interest Expense for the
      four-quarter period then ended, calculated the last day of each fiscal
      quarter ending March 31, June 30, September 30, and December 31 through
      the Revolving Loan Maturity Date shall not be less than 2.0 to 1.

      16.4. MAXIMUM RATIO OF TOTAL INDEBTEDNESS TO EBITDA. The ratio of
      Borrower's Total Indebtedness to EBITDA for the four-quarter period then
      ended, calculated the last day of each fiscal quarter ending March 31,
      June 30, September 30, and December 31 through the Revolving Loan Maturity
      Date shall not be greater than 2.50 to 1; provided that, notwithstanding
      the foregoing, for the fiscal quarters ending June 30, 2006 and September
      30, 2006, the Borrower's ratio of Total Indebtedness to EBITDA shall not
      be greater than 2.75 to 1.

      16.5. INTENTIONALLY DELETED.

      16.6. MINIMUM EBITDA. Commencing with the quarter ending June 30, 2006,
      Borrower's EBITDA for the four-quarter period then ended, calculated as of
      the last day of each fiscal quarter ending June 30, September 30, December
      31, and March 31 through the Revolving Loan Maturity Date shall be no less
      than (A) $60,400,000, plus (B) 75% of EBITDA of any entity acquired in
      connection with a Permitted Acquisition for the most recently-ended four
      fiscal quarters prior to the closing of such Permitted Acquisition, as
      such amount is mutually agreed by the Administrative Agent and the
      Borrower.

17.   DEFAULT.

      17.1. EVENTS OF DEFAULT. Any one or more of the following shall constitute
      an event of default (an Event of Default) under this Agreement:

            17.1.1. FAILURE TO PAY PRINCIPAL OR INTEREST. Failure of Borrower to
            pay any principal of the Loans or interest accrued thereon when due
            or within two (2) days

                                       47


            thereafter, or failure of Borrower to pay any of the other Loan
            Obligations when due, or within two (2) days thereafter.

            17.1.2. FAILURE TO PAY AMOUNTS OWED TO OTHER PERSONS. Failure of any
            Covered Person to make any payment due on Indebtedness of such
            Covered Person over $500,000.00 to Persons (other than Lenders under
            the Loan Documents) which continues uncured or unwaived beyond any
            applicable grace period specified in the documents evidencing such
            Indebtedness.

            17.1.3. REPRESENTATIONS OR WARRANTIES. Any of the Representations
            and Warranties is discovered to have been false in any material
            respect when made.

            17.1.4. CERTAIN COVENANTS. Failure of any Covered Person to comply
            with the covenants in Sections 14.1, 14.5, 14.9, 14.10, 14.14,
            14.18, 14.19, 14.20, 14.21, 15, or 16.

            17.1.5. OTHER COVENANTS. Failure of any Covered Person to comply
            with any of the terms or provisions of any of the Loan Documents
            applicable to it (other than a failure which constitutes an
            immediate Event of Default under, or for which some other grace
            period is specified in any other Section of this 17.1) which is not
            remedied or waived in writing by Administrative Agent within 30 days
            after a Responsible Officer becoming aware of such failure.

            17.1.6. ACCELERATION OF OTHER INDEBTEDNESS. Any Obligation (other
            than a Loan Obligation) of a Covered Person for the repayment of
            $500,000.00 or more of borrowed money becomes or is declared to be
            due and payable or required to be prepaid (other than by an
            originally scheduled prepayment) prior to the original maturity
            thereof.

            17.1.7. DEFAULT UNDER OTHER AGREEMENTS. The occurrence of any
            default or event of default under any agreement to which a Covered
            Person is a party (other than the Loan Documents), which default or
            event of default continues uncured or unwaived beyond any applicable
            grace period provided therein and has or is reasonably likely to
            have a Material Adverse Effect.

            17.1.8. BANKRUPTCY; INSOLVENCY; ETC. A Covered Person (i) fails to
            pay, or admits in writing its inability to pay, its debts generally
            as they become due, or otherwise becomes insolvent (however
            evidenced); (ii) makes an assignment for the benefit of creditors;
            (iii) files a petition in bankruptcy, is adjudicated insolvent or
            bankrupt, petitions or applies to any tribunal for any receiver or
            any trustee of such Covered Person or any substantial part of its
            property; (iv) commences any proceeding relating to such Covered
            Person under any reorganization, arrangement, readjustment of debt,
            dissolution or liquidation Law of any jurisdiction, whether now or
            hereafter in effect; (v) has commenced against it any such
            proceeding which remains undismissed for a period of 60 days, or by
            any act indicates its consent to, approval of, or acquiescence in
            any such proceeding or the appointment of any receiver of or any
            trustee for it or of any substantial part of

                                       48


            its property, or allows any such receivership or trusteeship to
            continue undischarged for a period of 60 days; or (vi) takes any
            action to authorize any of the foregoing.

            17.1.9. JUDGMENTS; ATTACHMENT; SETTLEMENT; ETC. Any one or more
            judgments or orders is entered against a Covered Person or any
            attachment or other levy is made against the property of a Covered
            Person with respect to a claim or claims involving in the aggregate
            liabilities (not paid or fully covered by insurance, less the amount
            of reasonable deductibles in effect on the Execution Date) in excess
            of $500,000.00 and such judgment or order becomes final and
            non-appealable or if timely appealed is not fully bonded and
            collection thereof stayed pending the appeal.

            17.1.10. PENSION BENEFIT PLAN TERMINATION, ETC. Any Pension Benefit
            Plan termination by the PBGC or the appointment by the appropriate
            United States District Court of a trustee to administer any Pension
            Benefit Plan or to liquidate any Pension Benefit Plan; or any event
            which constitutes grounds either for the termination of any Pension
            Benefit Plan by PBGC or for the appointment by the appropriate
            United States District Court of a trustee to administer or liquidate
            any Pension Benefit Plan shall have occurred and be continuing for
            thirty (30) days after Borrower has notice of any such event; or any
            voluntary termination of any Pension Benefit Plan which is a DEFINED
            BENEFIT PENSION PLAN as defined in Section 3(35) of ERISA while such
            defined benefit pension plan has an ACCUMULATED FUNDING DEFICIENCY,
            unless Administrative Agent has been notified of such intent to
            voluntarily terminate such plan and Required Lenders have given
            their consent and agreed that such event shall not constitute a
            Default; or the plan administrator of any Pension Benefit Plan
            applies under Section 412(d) of the Code for a waiver of the minimum
            funding standards of Section 412(1) of the Code and Required Lenders
            determine that the substantial business hardship upon which the
            application for such waiver is based could subject any Covered
            Person or ERISA Affiliate of any Covered Person to a liability in
            excess of $200,000.00.

            17.1.11. LIQUIDATION OR DISSOLUTION. A Covered Person files a
            certificate of dissolution under applicable state Law or is
            liquidated or dissolved or suspends or terminates the operation of
            its business, or has commenced against it any action or proceeding
            for its liquidation or dissolution or the winding up of its
            business, or takes any corporate action in furtherance thereof,
            except in connection with the consolidation of such a Covered Person
            and its assets with another Covered Person and its assets.

            17.1.12. SEIZURE OF ASSETS. All or any material part of the property
            of any Covered Person is nationalized, expropriated, seized or
            otherwise appropriated, or custody or control of such property or of
            any Covered Person shall be assumed by any Governmental Authority or
            any court of competent jurisdiction at the instance of any
            Governmental Authority, unless the same is being contested in good
            faith by proper proceedings diligently pursued and a stay of
            enforcement is in effect.

                                       49


            17.1.13. RACKETEERING PROCEEDING. There is filed against any Covered
            Person any civil or criminal action, suit or proceeding under any
            federal or state racketeering statute (including, without
            limitation, the Racketeer Influenced and Corrupt Organization Act of
            1970), which action, suit or proceeding is not dismissed within 120
            days and would be reasonably likely to result in the confiscation or
            forfeiture of a material portion of the assets of the Covered
            Persons, taken as a whole.

            17.1.14. LOAN DOCUMENTS. For any reason other than the failure of
            Administrative Agent to take any required action, any Loan Document
            ceases to be in full force and effect or is terminated, revoked or
            declared void or invalid other than in accordance with this
            Agreement.

            17.1.15. GUARANTY; GUARANTOR. Any Guaranty ceases to be in full
            force and effect or any action is taken to discontinue or assert the
            invalidity or unenforceability of any Guaranty, or any
            representation or warranty of any Guarantor therein is false in any
            material respects, or any Guarantor denies that it has any further
            liability under any Guaranty or gives notice to Administrative Agent
            to such effect.

      17.2. CROSS DEFAULT. An Event of Default under this Agreement will
      automatically and immediately constitute a default under all other Loan
      Documents without regard to any requirement therein for the giving of
      notice or the passing of time.

      17.3. RIGHTS AND REMEDIES.

            17.3.1. TERMINATION OF COMMITMENTS. Upon an Event of Default
            described in Section 17.1.8, the Commitments shall be deemed
            canceled. Upon any other Event of Default, and at any time
            thereafter, Required Lenders may cancel the Commitments. Such
            cancellation may be, in either case, without presentment, demand or
            notice of any kind, which Borrower expressly waives.

            17.3.2. ACCELERATION. Upon an Event of Default described in Section
            17.1.8, all of the outstanding Loan Obligations shall automatically
            become immediately due and payable. Upon any other Event of Default,
            and at any time thereafter, Required Lenders may declare all of the
            outstanding Loan Obligations immediately due and payable. Such
            acceleration may be, in either case, without presentment, demand or
            notice of any kind, which Borrower expressly waives.

            17.3.3. RIGHT OF SETOFF. So long as there is any Event of Default in
            existence, each Lender is hereby authorized, without notice to
            Borrower (any such notice being expressly waived by Borrower), to
            the fullest extent permitted by law, to set off and apply against
            the Loan Obligations any and all deposits (general or special, time
            or demand, provisional or final) at any time held, or any other
            Indebtedness at any time owing by such Lender (or its Affiliate) to
            or for the credit or the account of Borrower, irrespective of
            whether or not such Lender shall have made any demand under this
            Agreement or the Notes or any Guaranty and

                                       50


            although such Loan Obligations may be unmatured. The rights of each
            Lender under this Section are in addition to other rights and
            remedies (including, without limitation, other rights of setoff)
            which such Lender may otherwise have. All amounts received by each
            Lender on account of the Loan Obligations pursuant to this Section
            shall be paid over promptly to Administrative Agent for distribution
            to Lenders as provided in this Agreement and shall be applied as
            provided in this Agreement.

            17.3.4. JOINT AND SEVERAL. Each Obligation and liability to the
            Letter of Credit Issuer, Administrative Agent and each Lender of
            Borrower, including, without limitation, the Loan Obligations, are
            the joint and several obligations of Borrower, and each Guarantor
            and Administrative Agent may proceed directly against Borrower, any
            Guarantor, all of the foregoing, or any one of the foregoing or any
            combination of the foregoing, without first proceeding against
            Borrower, or without joining all Persons liable or potentially
            liable for any portion of the Loan Obligations in one action.

            17.3.5. MISCELLANEOUS. Upon the occurrence of an Event of Default
            and at any time thereafter so long as such Event of Default is
            continuing, Lenders may exercise any other rights and remedies
            available to Lenders under the Loan Documents or otherwise available
            to Lenders at law or in equity.

      17.4. APPLICATION OF FUNDS. Any funds received by Lenders or
      Administrative Agent for the benefit of Lenders with respect to any Loan
      Obligation after its Maturity, shall be applied as follows: (i) first, to
      reimburse Lenders pro-rata for any amounts due to Lenders under Section
      20.9; (ii) second, to reimburse to Administrative Agent all unreimbursed
      costs and expenses paid or incurred by Administrative Agent that are
      payable or reimbursable by Borrower hereunder; (iii) third, to reimburse
      to Lenders pro-rata all unreimbursed costs and expenses paid or incurred
      by Lenders (including costs and expenses incurred by Administrative Agent
      as a Lender that are not reimbursable as provided in the preceding clause)
      that are payable or reimbursable by Borrower hereunder; (iv) fourth, to
      the payment of accrued and unpaid fees due hereunder and all other amounts
      due hereunder (other than the Loans and interest accrued thereon); (v)
      fifth, to the payment of the Loans of each of the Lenders and interest
      accrued thereon (which payments shall be pro rata to each of the Lenders
      in accordance with the amount of the Loans outstanding) and to the payment
      (pari passu with the foregoing) of any Interest Hedge Obligations (vi)
      sixth, to the payment of the other Loan Obligations. Any remaining amounts
      shall be applied to payment of all the Obligations to Administrative
      Agent. Any further remaining amounts shall be paid to Borrower or such
      other Persons as shall be legally entitled thereto. Except as expressly
      provided otherwise herein, Lenders may apply and reverse and reapply,
      payments to the Loan Obligations in such order and manner as Lenders
      determine in their absolute discretion. Borrower hereby irrevocably waives
      the right to direct the application of payments.

18.   ADMINISTRATIVE AGENT AND LENDERS.

                                       51


      18.1. APPOINTMENT, POWERS, AND IMMUNITIES. LaSalle is hereby appointed
      Administrative Agent hereunder and under each of the other Loan Documents.
      Each Lender hereby irrevocably appoints and authorizes Administrative
      Agent to act as its agent under this Agreement and the other Loan
      Documents with such powers and discretion as are specifically delegated to
      Administrative Agent by the terms of this Agreement and the other Loan
      Documents, together with such other powers as are reasonably incidental
      thereto. Administrative Agent (which term as used in this sentence and in
      Section 18.5 and the first sentence of Section 18.6 hereof shall include
      its affiliates and its own and its affiliates' officers, directors,
      employees, and agents): (a) shall not have any duties or responsibilities
      except those expressly set forth in this Agreement and shall not be a
      trustee or fiduciary for any Lender; (b) shall not be responsible to the
      Lenders for any recital, statement, representation, or warranty (whether
      written or oral) made in or in connection with any Loan Document or any
      certificate or other document referred to or provided for in, or received
      by any of them under, any Loan Document, or for the value, validity,
      effectiveness, genuineness, enforceability, or sufficiency of any Loan
      Document, or any other document referred to or provided for therein or for
      any failure by any Covered Person or any other Person to perform any of
      its obligations thereunder; (c) shall not be responsible for or have any
      duty to ascertain, inquire into, or verify the performance or observance
      of any covenants or agreements by any Covered Person or the satisfaction
      of any condition or to inspect the property (including the books and
      records) of any Covered Person or any of its Subsidiaries or affiliates;
      (d) shall not be required to initiate or conduct any litigation or
      collection proceedings under any Loan Document; and (e) shall not be
      responsible for any action taken or omitted to be taken by it under or in
      connection with any Loan Document, except for its own gross negligence or
      willful misconduct. Administrative Agent may employ agents and
      attorneys-in-fact and shall not be responsible for the negligence or
      misconduct of any such agents or attorneys-in-fact selected by it with
      reasonable care. Each Lender hereby authorizes LaSalle, in its capacity as
      Administrative Agent hereunder, to execute the Intercreditor Agreement in
      connection with the issuance by Borrower of Parity Debt. Notwithstanding
      the foregoing, the Administrative Agent shall not be obligated to execute
      the Intercreditor Agreement or any other document or instrument related to
      the Parity Debt on behalf of the other Lenders.

      18.2. RELIANCE BY ADMINISTRATIVE AGENT. Administrative Agent shall be
      entitled to rely upon any certification, notice, instrument, writing, or
      other communication (including, without limitation, any thereof by
      telephone or telecopy) believed by it to be genuine and correct and to
      have been signed, sent or made by or on behalf of the proper Person or
      Persons, and upon advice and statements of legal counsel (including
      counsel for any Covered Person), independent accountants, and other
      experts selected by Administrative Agent. Administrative Agent may deem
      and treat the payee of any Note as the holder thereof for all purposes
      hereof unless and until Administrative Agent receives and accepts an
      Assignment and Acceptance executed in accordance with Section 20.4 hereof.
      As to any matters not expressly provided for by this Agreement,
      Administrative Agent shall not be required to exercise any discretion or
      take any action, but shall be required to act or to refrain from acting
      (and shall be fully protected in so acting or refraining from acting) upon
      the instructions of the Required Lenders, and such instructions shall be
      binding on all of the Lenders; provided, however, that

                                       52


      Administrative Agent shall not be required to take any action that exposes
      Administrative Agent to personal liability or that is contrary to any Loan
      Document or applicable law or unless it shall first be indemnified to its
      satisfaction by the Lenders against any and all liability and expense
      which may be incurred by it by reason of taking any such action.

      18.3. EMPLOYMENT OF AGENTS AND COUNSEL. Administrative Agent may execute
      any of its duties hereunder by or through employees, agents, and
      attorneys-in-fact and shall not be liable to any Lender, except with
      respect to money or securities received by it or such agents or
      attorneys-in-fact, for the default or misconduct of any such agents or
      attorneys-in-fact selected by it with reasonable care. Administrative
      Agent shall be entitled to advice of counsel concerning all matters
      pertaining to the agency hereby created and its duties hereunder and shall
      not be liable to any Lender for acting or failing to act as advised by
      such counsel, except where doing so violates an express obligation of
      Administrative Agent under the Loan Documents.

      18.4. DEFAULTS. Administrative Agent shall not be deemed to have knowledge
      or notice of the occurrence of a Default or Event of Default unless
      Administrative Agent has received written notice from a Lender or the
      Borrower specifying such Default or Event of Default and stating that such
      notice is a Notice of Default. In the event that Administrative Agent
      receives such a notice of the occurrence of a Default or Event of Default,
      Administrative Agent shall give notice thereof to the Lenders.
      Administrative Agent shall (subject to Section 18.2 hereof) take such
      action with respect to such Default or Event of Default as shall
      reasonably be directed by the Required Lenders, provided that, unless and
      until Administrative Agent shall have received such directions,
      Administrative Agent may (but shall not be obligated to) take such action,
      or refrain from taking such action, with respect to such Default or Event
      of Default as it shall deem advisable in the best interest of the Lenders.

      18.5. RIGHTS AS LENDER. With respect to its Commitment and the Loans made
      by it, LaSalle (and any successor acting as Administrative Agent) in its
      capacity as a Lender hereunder shall have the same rights and powers
      hereunder as any other Lender and may exercise the same as though it were
      not acting as Administrative Agent, and the term Lender or Lenders shall,
      unless the context otherwise indicates, include Administrative Agent in
      its individual capacity. LaSalle (and any successor acting as
      Administrative Agent) and its affiliates may (without having to account
      therefor to any Lender) accept deposits from, lend money to, make
      investments in, provide services to, and generally engage in any kind of
      lending, trust, or other business with any Covered Person or any of its
      Subsidiaries or Affiliates as if it were not acting as Administrative
      Agent, and LaSalle (and any successor acting as Administrative Agent) and
      its Affiliates may accept fees and other consideration from any Covered
      Person or any of its Subsidiaries or Affiliates for services in connection
      with this Agreement or otherwise without having to account for the same to
      Lenders. The Lenders acknowledge that, pursuant to such activities,
      Administrative Agent or its Affiliates may receive information regarding
      Borrower or its Affiliates (including information that may be subject to
      confidentiality obligations in favor of Borrower or such Affiliates) and
      acknowledge that Administrative Agent shall be under no obligation to
      provide such information to the Lenders.

                                       53


      18.6. INDEMNIFICATION. Whether or not the transactions contemplated hereby
      are consummated, Lenders agree to reimburse and indemnify Administrative
      Agent upon demand (to the extent not reimbursed under Section 20.8, but
      without limiting the obligations of Borrower under Section 20.8) ratably
      in accordance with their respective Commitments, for any and all
      liabilities, obligations, losses, damages, penalties, actions, judgments,
      suits, costs, expenses (including attorneys' fees), or disbursements of
      any kind and nature whatsoever that may be imposed on, incurred by or
      asserted against Administrative Agent (including by any Lender) in any way
      relating to or arising out of any Loan Document or the transactions
      contemplated thereby or any action taken or omitted by Administrative
      Agent under any Loan Document; provided that no Lender shall be liable for
      any of the foregoing to the extent they arise from the gross negligence or
      willful misconduct of the Person to be indemnified. Without limitation of
      the foregoing, each Lender agrees to reimburse Administrative Agent
      promptly upon demand for its ratable share of any costs or expenses
      payable by Borrower under Section 20.8, to the extent that Administrative
      Agent is not promptly reimbursed for such costs and expenses by Borrower.
      The agreements contained in this Section shall survive payment in full of
      the Loans and all other amounts payable under this Agreement.

      18.7. NOTIFICATION OF LENDERS. Each Lender agrees to use its good faith
      efforts, upon becoming aware of anything which has or is reasonably likely
      to have a Material Adverse Effect on any Covered Person, to promptly
      notify Administrative Agent thereof. Administrative Agent shall promptly
      deliver to each Lender copies of every written notice, demand, report
      (including any financial report), or other writing which Administrative
      Agent gives to or receives from Borrower and which itself (a) constitutes,
      or which contains information about, something that has or is reasonably
      likely to have a Material Adverse Effect on any Covered Person, or (b) is
      otherwise delivered to Administrative Agent by Borrower pursuant to the
      Loan Documents and is deemed material information by Administrative Agent
      in its sole discretion. Administrative Agent and its directors, officers,
      agents, and employees shall have no liability to any Lender for failure to
      deliver any such item to such Lender unless the failure constitutes gross
      negligence or willful misconduct.

      18.8. NON-RELIANCE ON AGENT AND OTHER LENDERS. Each Lender acknowledges
      that Administrative Agent has not made any representation or warranty to
      it, and that no act by the Administrative Agent hereafter taken, including
      any review of the affairs of Borrower and its Affiliates, shall be deemed
      to constitute any representation or warranty by Administrative Agent to
      any Lender. Each Lender agrees that it has, independently and without
      reliance on Administrative Agent or any other Lender, and based on such
      documents and information as it has deemed appropriate, made its own
      credit analysis of the Covered Persons and their Subsidiaries and decision
      to enter into this Agreement and that it will, independently and without
      reliance upon Administrative Agent or any other Lender, and based on such
      documents and information as it shall deem appropriate at the time,
      continue to make its own analysis and decisions in taking or not taking
      action under the Loan Documents. Except for notices, reports, and other
      documents and information expressly required to be furnished to Lenders by
      Administrative Agent hereunder, Administrative Agent shall not have any
      duty or responsibility to provide any Lender with any credit or other
      information concerning the affairs, financial condition, or

                                       54


      business of any Covered Person or any of its Subsidiaries or Affiliates
      that may come into the possession of Administrative Agent or any of its
      Affiliates.

      18.9. RESIGNATION. Administrative Agent may resign at any time by giving
      notice thereof to the Lenders and Borrower. Upon any such resignation, the
      Required Lenders shall have the right to appoint a successor
      Administrative Agent, which shall be a commercial bank organized under the
      laws of the United States of America having a combined capital and surplus
      of at least $1,000,000,000.00. If no successor Administrative Agent shall
      have been so appointed by the Required Lenders and shall have accepted
      such appointment within thirty (30) days after the retiring Administrative
      Agent's giving of notice of resignation, then the retiring Administrative
      Agent may, on behalf of the Lenders, appoint a successor Administrative
      Agent which shall be a commercial bank organized under the laws of the
      United States of America having combined capital and surplus of at least
      $1,000,000,000.00. Upon the acceptance of any appointment as
      Administrative Agent hereunder by a successor, such successor shall
      thereupon succeed to and become vested with all the rights, powers,
      discretion, privileges, and duties of the retiring Administrative Agent,
      and the retiring Administrative Agent shall be discharged from its duties
      and obligations hereunder. If no successor has accepted appointment as
      Administrative Agent within thirty (30) days after the date on which
      Administrative Agent first attempts to appoint a successor Administrative
      Agent, the resigning Administrative Agent's resignation shall nevertheless
      thereupon become effective and the Lenders shall perform all of the duties
      of the Administrative Agent hereunder until such time, if any, as the
      Required Lenders appoint a successor which accepts such appointment. After
      any retiring Administrative Agent's resignation hereunder as
      Administrative Agent, the provisions of this Section 18.9 shall continue
      in effect for its benefit in respect of any actions taken or omitted to be
      taken by it while it was acting as Administrative Agent.

      18.10. COLLECTIONS AND DISTRIBUTIONS TO LENDERS BY ADMINISTRATIVE AGENT.
      Except as otherwise provided in this Agreement, all payments of interest,
      fees, principal and other amounts received by Administrative Agent for the
      account of Lenders shall be distributed by Administrative Agent to Lenders
      in accordance with their Pro-Rata Shares of the outstanding Loan
      Obligations at the time of such distribution on the same Business Day when
      received, unless received after 1:00 p.m. (Local Time) in which case they
      shall be so distributed by 1:00 p.m. (Local Time) on the next Business
      Day. All amounts received by any Lender on account of the Loan
      Obligations, including amounts received by way of setoff, shall be paid
      over promptly to Administrative Agent for distribution to Lenders as
      provided above in this Section. Such distributions shall be made according
      to instructions that each Lender may give to Administrative Agent from
      time to time.

      18.11. LENDER AS NON-U.S. PARTICIPANT. To the extent permitted by
      applicable law, each lender that is not a United States person within the
      meaning of Code Section 7701(a)(30) (a "Non-U.S. Participant") shall
      deliver to the Borrower and the Administrative Agent on or prior to the
      initial Advance (or in the case of a Lender that is an Assignee, on the
      date of such assignment to such Lender) two accurate and complete original
      signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or
      other applicable form prescribed by the IRS) certifying to such Lender's
      entitlement to a

                                       55


      complete exemption from, or a reduced rate in, United States withholding
      tax on interest p0ayments to be made hereunder or any Loan. If a Lender
      that is a Non-U.S. Participant is claiming a complete exemption from
      withholding on interest pursuant to Code Sections 871(h) or 881(c), the
      Lender shall deliver (along with two accurate and complete original signed
      copies of IRS Form W-8BEN) a certificate in form and substance reasonably
      acceptable to Administrative Agent (any such certificate, a "Withholding
      Certificate"). In addition, each Lender that is a Non-U.S. Participant
      agrees that from time to time after the date hereof (or in the case of a
      Lender that is an Assignee, after the date of the assignment to such
      Lender), when a lapse in time (or change in circumstances occurs) renders
      the prior certificates hereunder obsolete or inaccurate in any material
      respect, such Lender shall, to the extent permitted under applicable law,
      deliver to the Company and the Administrative Agent two new and accurate
      and complete original signed copies of an IRS Form W-8BEN, W-8ECI, or
      W-8IMY (or any successor or other applicable forms prescribed by the IRS),
      and if applicable, a new Withholding Certificate, to confirm or establish
      the entitlement of such Lender or the Administrative Agent to an exemption
      form, or reduction in, United States withholding tax on interest payments
      to be made hereunder or any Loan.

            Each Lender that is not a Non-U.S. Participant (other than any such
      Lender which is taxed as a corporation for U.S. federal income tax
      purposes) shall provide two properly completed and duly executed copies of
      IRS Form W-9 (or any successor or other applicable form) to the Borrower
      and the Administrative Agent certifying that such Lender is exempt from
      United States backup withholding tax. To the extent that a form provided
      pursuant to this Section is rendered obsolete or inaccurate in any
      material respects as result of change in circumstances with respect to the
      status of a Lender, such Lender shall, to the extent permitted by
      applicable law, deliver to the Borrower and the Administrative Agent
      revised forms necessary to confirm or establish the entitlement to such
      Lender's or Agent's exemption from United States backup withholding tax.
      The Borrower shall not be required to pay additional amounts to a Lender,
      or indemnify any lender, under this Section, to the extent that such
      obligations would not have arisen but for the failure of such Lender to
      comply with this Section.

            Each Lender agrees to indemnify the Administrative Agent and hold
      the Administrative Agent harmless for the full amount of any and all
      present or future Taxes and related liabilities (including penalties,
      interest, additions to tax and expenses, and any Taxes imposed by any
      jurisdiction on amounts payable to the Administrative Agent under this
      Section) which are imposed on or with respect to principal, interest or
      fees payable to such Lender hereunder and which are not paid by the
      Borrower pursuant to this Section, whether or not such Taxes or related
      liabilities were correctly or legally asserted. This indemnification shall
      be made within 30 days from the date the Administrative Agent makes
      written demand therefor.

19.   CHANGE IN CIRCUMSTANCES.

      19.1. COMPENSATION FOR INCREASED COSTS AND REDUCED RETURNS.

                                       56


            19.1.1. LAW CHANGES OR TAX IMPOSITIONS. If, after the Execution
            Date, the adoption of any applicable Law or any change in any
            applicable Law or any change in the interpretation or administration
            thereof by any Governmental Authority charged with the
            interpretation or administration thereof, or compliance by any
            Lender (or its Applicable Lending Office) with any request or
            directive (whether or not having the force of law) of any such
            Governmental Authority, central bank, or comparable agency:

                  19.1.1.1. Subjects such Lender (or its Applicable Lending
                  Office) to any Tax with respect to any Eurodollar Loans or its
                  obligation to make Eurodollar Loans, or change the basis of
                  taxation of any amounts payable to such Lender (or its
                  Applicable Lending Office) under this Agreement in respect of
                  any Eurodollar Loans (other than Taxes imposed on the overall
                  net income of such Lender by the jurisdiction in which such
                  Lender has its principal office or such Applicable Lending
                  Office);

                  19.1.1.2. Imposes, modifies, or deems applicable any reserve,
                  special deposit, assessment or similar requirement (other than
                  the reserve requirement utilized in the determination of the
                  Eurodollar Rate) relating to any extensions of credit or other
                  assets of, or any deposits with or other liabilities or
                  commitments of, such Lender (or its Applicable Lending
                  Office), including the Commitment of such Lender hereunder; or

                  19.1.1.3. Imposes on such Lender (or its Applicable Lending
                  Office) or on the United States market for certificates of
                  deposit or the London Interbank market any other condition
                  affecting this Agreement, its Commitments or its Note or any
                  of such extensions of credit or liabilities or commitments;

            and the result of any of the foregoing is to increase the cost to
            such Lender (or its Applicable Lending Office) of making, converting
            into, continuing, or maintaining any Loans or to reduce any sum
            received or receivable by such Lender (or its Applicable Lending
            Office) under this Agreement or any of its Notes with respect to any
            Loans, then Borrower shall pay to such Lender on demand such amount
            or amounts as will compensate such Lender for such increased cost or
            reduction. If any Lender requests compensation by Borrower under
            this Section 19.1.1, Borrower may, by notice to such Lender (with a
            copy to Administrative Agent), suspend the obligation of such Lender
            to make or continue Loans of the type with respect to which such
            compensation is requested, or to convert Loans of any other type
            into Loans of such type, until the event or condition giving rise to
            such request ceases to be in effect (in which case the provisions of
            Section 19.5 shall be applicable); provided, however, that such
            suspension shall not affect the right of such Lender to receive the
            compensation so requested.

            19.1.2. CAPITAL ADEQUACY. If, after the Execution Date, any Lender
            shall have determined that the adoption of any applicable Law
            regarding capital adequacy or

                                       57


            any change therein or in the interpretation or administration
            thereof by any governmental authority, central bank, or comparable
            agency charged with the interpretation or administration thereof, or
            any request or directive regarding capital adequacy (whether or not
            having the force of law) of any such governmental authority, central
            bank, or comparable agency, has or would have the effect of reducing
            the rate of return on the capital of such Lender or any corporation
            controlling such Lender as a consequence of such Lender's
            obligations hereunder to a level below that which such Lender or
            such corporation could have achieved but for such adoption, change,
            request, or directive (taking into consideration its policies with
            respect to capital adequacy), then from time to time upon demand
            Borrower shall pay to such Lender such additional amount or amounts
            as will compensate such Lender for such reduction.

            19.1.3. NOTICE TO BORROWER. Each Lender shall promptly notify
            Borrower and Administrative Agent of any event of which it has
            knowledge, occurring after the date hereof, which will entitle such
            Lender to compensation pursuant to this Section 19.1 and will
            designate a different Applicable Lending Office if such designation
            will avoid the need for, or reduce the amount of, such compensation
            and will not, in the judgment of such Lender, be otherwise
            disadvantageous to it. Any Lender claiming compensation under this
            Section 19.1 shall furnish to Borrower and Administrative Agent a
            statement setting forth the additional amount or amounts to be paid
            to it hereunder which shall be conclusive in the absence of manifest
            error. In determining such amount, such Lender may use any
            reasonable averaging and attribution methods.

      19.2. MARKET FAILURE. If on or prior to the first day of any Interest
      Period for any Eurodollar Loan:

            19.2.1. Administrative Agent determines (which determination shall
            be conclusive) that by reason of circumstances affecting the
            relevant market, adequate and reasonable means do not exist for
            ascertaining the Eurodollar Rate for such Interest Period; or

            19.2.2. the Required Lenders determine (which determination shall be
            conclusive) and notify Administrative Agent that the Eurodollar Rate
            will not adequately and fairly reflect the cost to the Lenders of
            funding Eurodollar Loans for such Interest Period;

      then Administrative Agent shall give Borrower prompt notice thereof, and
      so long as such condition remains in effect, the Lenders shall be under no
      obligation to make additional Eurodollar Loans, continue Eurodollar Loans,
      or to convert Eurodollar Loans and Borrower shall, on the last day(s) of
      the then current Interest Period(s) for the outstanding Eurodollar Loans
      either prepay such Loans or convert such Loans into Base Rate Loans in
      accordance with the terms of this Agreement.

      19.3. ILLEGALITY. Notwithstanding any other provision of this Agreement,
      in the event that it becomes unlawful for any Lender or its Applicable
      Lending Office to make,

                                       58


      maintain, or fund Eurodollar Loans hereunder, then such Lender shall
      promptly notify Borrower thereof and such Lender's obligation to make,
      continue Eurodollar Loans or convert Base Rate Loans into Eurodollar Loans
      shall be suspended until such time as such Lender may again make,
      maintain, and fund Eurodollar Loans (in which case the provisions of
      Section 19.5 shall be applicable).

      19.4. COMPENSATION. Upon the request of any Lender, Borrower shall pay to
      such Lender such amount or amounts as shall be sufficient (in the
      reasonable opinion of such Lender) to compensate it for any loss, cost, or
      expense (including loss of anticipated profits) incurred by it as a result
      of:

            19.4.1. any payment, prepayment, or conversion of a Eurodollar Loan
            for any reason (including, without limitation, the acceleration of
            the Loans pursuant to the terms hereof) on a date other than the
            last day of the Interest Period for such Eurodollar Loan; or

            19.4.2. any failure by Borrower for any reason to borrow, convert,
            continue, or prepay a Eurodollar Loan on the date for such
            borrowing, conversion, continuation, or prepayment specified in the
            relevant notice of borrowing, prepayment, continuation, or
            conversion under this Agreement.

      If a Lender claims compensation under this Section 19.4, such Lender shall
      furnish a certificate to Borrower that states the amount to be paid to it
      hereunder and includes a description of the method used by such Lender in
      calculating such amount. Borrower shall have the burden of proving that
      the amount of any such compensation calculated by a Lender is not correct.
      Any compensation payable by Borrower to a Lender under this Section 19.4
      shall be payable without regard to whether such Lender has funded its
      Pro-Rata Share of any Eurodollar Advance or Eurodollar Loan through the
      purchase of deposits in an amount or of a maturity corresponding to the
      deposits used as a reference in determining the Eurodollar Rate.

      19.5. TREATMENT OF AFFECTED LOANS. If the obligation of any Lender to make
      Eurodollar Loans or to continue any Eurodollar Loans, or to convert any
      Base Rate Loan into a Eurodollar Loan shall be suspended pursuant to
      Section 19.1, 19.2, or 19.3 (such Loans being herein called Affected
      Loans), such Lender's Affected Loans shall be automatically and
      immediately converted into Base Rate Loans on the last day(s) of the then
      current Interest Period(s) for Affected Loans (or, in the case of a
      conversion required by Section 19.3, on such earlier date as such Lender
      may specify to Borrower with a copy to Administrative Agent) and, unless
      and until such Lender gives notice as provided below that the
      circumstances specified in Section 19.1, 19.2, or 19.3 that gave rise to
      such conversion no longer exist:

            19.5.1. to the extent that such Lender's Affected Loans have been so
            converted, all payments and prepayments of principal that would
            otherwise be applied to such Lender's Affected Loans shall continue
            to be made and applied as provided for herein; and

                                       59


            19.5.2. all Loans that would otherwise be made or continued by such
            Lender as Eurodollar Loans shall be made or continued instead as
            Base Rate Loans, and all Loans of such Lender that would otherwise
            be converted into Eurodollar Loans shall be converted instead into
            (or shall remain as) Base Rate Loans.

      If such Lender gives notice to Borrower (with a copy to Administrative
      Agent) that the circumstances specified in Section 19.1, 19.2, or 19.3
      hereof that gave rise to the conversion of such Lender's Affected Loans
      pursuant to this Section 19.5 no longer exist (which such Lender agrees to
      do promptly upon such circumstances ceasing to exist) at a time when Loans
      of the type of the Affected Loans made by other Lenders are outstanding,
      such Lender's Base Rate Loans shall be automatically converted, on the
      first day(s) of the next succeeding Interest Period(s) for such
      outstanding Loans of the type of the Affected Loans, to the extent
      necessary so that, after giving effect thereto, all Loans held by the
      Lenders holding Loans of the type of the Affected Loans and by such Lender
      are held pro rata (as to principal amounts, type of interest, and Interest
      Periods) in accordance with their respective Commitments.

      19.6. TAXES.

            19.6.1. GROSS-UP. Any and all payments by Borrower to or for the
            account of any Lender or the Administrative Agent hereunder or under
            any other Loan Document shall be made free and clear of and without
            deduction for any and all Taxes, whether imposed now or in the
            future, excluding, in the case of each Lender and the Administrative
            Agent, Taxes imposed on its income, and franchise Taxes imposed on
            it, by the jurisdiction under the Laws of which such Lender (or its
            Applicable Lending Office) or the Administrative Agent (as the case
            may be) is organized or any political subdivision thereof. If
            Borrower is required by Law to deduct any Taxes from or in respect
            of any sum payable under this Agreement or any other Loan Document
            to any Lender or the Administrative Agent, (i) the sum payable will
            be increased as necessary so that after making all required
            deductions (including deductions applicable to additional sums
            payable under this Section 19.6) such Lender or the Administrative
            Agent receives an amount equal to the sum it would have received had
            no such deductions been made, (ii) Borrower shall make such
            deductions, (iii) Borrower shall pay the full amount deducted to the
            relevant taxation authority or other authority in accordance with
            applicable Law, and (iv) Borrower shall furnish to Administrative
            Agent, at its address referred to herein, the original or a
            certified copy of a receipt evidencing payment thereof. In addition,
            Borrower agrees to pay any and all present or future stamp or
            documentary taxes and any other excise or property taxes or charges
            or similar levies which arise from any payment made under this
            Agreement or any other Loan Document or from the execution or
            delivery of, or otherwise with respect to, this Agreement or any
            other Loan Document (hereinafter referred to as Impositions).
            Borrower agrees to indemnify each Lender and the Administrative
            Agent for the full amount of Taxes and Impositions (including,
            without limitation, any Taxes or Impositions imposed or asserted by
            any jurisdiction on amounts payable under this Section 19.6) paid by
            such Lender or the Administrative Agent (as the case may be) and any
            liability (including penalties, interest and expenses)

                                       60


            arising therefrom or with respect thereto. Within 30 days after the
            date of any payment of Taxes, Borrower shall furnish to
            Administrative Agent the original or a certified copy of the receipt
            evidencing such payment.

            19.6.2. LENDERS' UNDERTAKINGS.

                  19.6.2.1. Each Lender organized under the Laws of a
                  jurisdiction outside the United States, on or prior to the
                  date of its execution and delivery of this Agreement in the
                  case of each Lender listed on the signature pages hereof and
                  on or prior to the date on which it becomes a Lender in the
                  case of each other Lender, and from time to time thereafter if
                  requested in writing by Borrower or Administrative Agent (but
                  only so long as such Lender remains lawfully able to do so),
                  shall provide Borrower and Administrative Agent with (i)
                  Internal Revenue Service Form 1001 or 4224, as appropriate, or
                  any successor form prescribed by the Internal Revenue Service,
                  certifying that such Lender is entitled to benefits under an
                  income tax treaty to which the United States is a party which
                  reduces the rate of withholding Tax on payments of interest or
                  certifying that the income receivable pursuant to this
                  Agreement is effectively connected with the conduct of a trade
                  or business in the United States, (ii) Internal Revenue
                  Service Form W-8 or W-9, as appropriate, or any successor form
                  prescribed by the Internal Revenue Service, and (iii) any
                  other form or certificate required by any Governmental
                  Authority (including any certificate required by Sections
                  871(h) and 881(c) of the Internal Revenue Code), certifying
                  that such Lender is entitled to an exemption from or a reduced
                  rate of Tax on payments pursuant to this Agreement or any of
                  the other Loan Documents. For any period with respect to which
                  a Lender has failed to provide Borrower and Administrative
                  Agent with the appropriate form pursuant to this Section
                  19.6.2 (unless such failure is due to a change in treaty or
                  Law occurring subsequent to the date on which a form
                  originally was required to be provided), such Lender shall not
                  be entitled to indemnification under Section 19.6.1 with
                  respect to Taxes imposed by the United States; provided,
                  however, that should a Lender, which is otherwise exempt from
                  or subject to a reduced rate of withholding tax, become
                  subject to Taxes because of its failure to deliver a form
                  required hereunder, Borrower shall take such steps as such
                  Lender shall reasonably request to assist such Lender to
                  recover such Taxes.

                  19.6.2.2. If Borrower is required to pay additional amounts to
                  or for the account of any Lender or Administrative Agent
                  pursuant to this Section 19.6.2, then such Lender or the
                  Administrative Agent will agree to use reasonable efforts to
                  change the jurisdiction of its Applicable Lending Office so as
                  to eliminate or reduce any such additional payment which may
                  thereafter accrue if such change, in the judgment of such
                  Lender or the Administrative Agent, as the case may be, is not
                  otherwise

                                       61


                  disadvantageous to such Lender or the Administrative Agent, as
                  the case may be.

            19.6.3. SURVIVAL OF BORROWER'S OBLIGATIONS. Without prejudice to the
            survival of any other agreement of Borrower hereunder, the
            agreements and obligations of Borrower contained in this Section
            19.6 shall survive the termination of the Commitments, the
            expiration of the Letters of Credit, and the indefeasible full
            payment and satisfaction of all of the Loan Obligations.

      19.7. USURY. Notwithstanding any provisions to the contrary in Section 4
      or elsewhere in any of the Loan Documents, Borrower shall not be obligated
      to pay interest at a rate which exceeds the maximum rate permitted by Law.
      If, but for this Section 19.7, Borrower would be deemed obligated to pay
      interest at a rate which exceeds the maximum rate permitted by Law, or if
      any of the Loan Obligations is paid or becomes payable before its
      originally scheduled Maturity and as a result Borrower has paid or would
      be obligated to pay interest at such an excessive rate, then (i) Borrower
      shall not be obligated to pay interest to the extent it exceeds the
      interest that would be payable at the maximum rate permitted by Law; (ii)
      if the outstanding Loan Obligations have not been accelerated as provided
      in Section 17.3.2, any such excess interest that has been paid by Borrower
      shall be refunded; (iii) if the outstanding Loan Obligations have been
      accelerated as provided in Section 17.3.2, any such excess that has been
      paid by Borrower shall be applied to the Loan Obligations as provided in
      Section 17.4; and (iv) the effective rate of interest shall be deemed
      automatically reduced to the maximum rate permitted by Law.

20.   GENERAL.

      20.1. INTENTIONALLY DELETED.

      20.2. RIGHTS NOT EXCLUSIVE. Every right granted to Administrative Agent
      and Lenders hereunder or under any other Loan Document or allowed to it at
      law or in equity shall be deemed cumulative and may be exercised from time
      to time.

      20.3. SURVIVAL OF AGREEMENTS. All covenants and agreements made herein and
      in the other Loan Documents shall survive the execution and delivery of
      this Agreement, the Notes and other Loan Documents and the making of every
      Advance. All agreements, obligations and liabilities of Borrower under
      this Agreement concerning the payment of money to Administrative Agent and
      Lenders, including Borrower's obligations under Sections 20.8 and 20.9,
      but excluding the obligation to repay the Loans and interest accrued
      thereon, shall survive the repayment in full of the Loans and interest
      accrued thereon, whether or not indefeasible, the return of the Notes to
      Borrower, the termination of the Commitments and the expiration of all
      Letters of Credit.

      20.4. ASSIGNMENTS.

            20.4.1. PERMITTED ASSIGNMENTS. At any time after the Execution Date,
            any Lender may assign to one or more Eligible Assignees all or a
            portion of its rights and obligations under this Agreement
            (including all or a portion of the Notes

                                       62


            payable to it, its Commitments and its Loans), provided that the
            terms of assignment satisfy the following requirements:

                  20.4.1.1. Administrative Agent shall have accepted the
                  assignment, which acceptance shall not be unreasonably
                  withheld.

                  20.4.1.2. Each such assignment shall be of a constant, and not
                  a varying, percentage of all of the assigning Lender's rights
                  and obligations under this Agreement.

                  20.4.1.3. For each assignment involving the issuance and
                  transfer of Notes, the assigning Lender shall execute an
                  Assignment and Acceptance in the form attached hereto as
                  Exhibit 20.4.1 together with any Note subject to such
                  assignment and a processing fee of $3,500.00.

                  20.4.1.4. The minimum Commitment which may be assigned (which
                  must include the applicable portion of the assigning Lender's
                  Revolving Loan Commitment and Letter of Credit Commitment) is
                  $5,000,000.00, or such lesser amount which constitutes such
                  Lender's entire Commitment; provided, however, that no such
                  minimum shall apply between a Lender and its Affiliates, or
                  between one Lender and another Lender or an assignment of all
                  of a Lender's rights and obligations under this Agreement.

                  20.4.1.5. The assignee shall have an office located in the
                  United States and is otherwise an Eligible Assignee.

                  20.4.1.6. If there is no Event of Default in existence as of
                  the date of such assignment, Borrower shall have consented to
                  the assignment, which consent shall not be unreasonably
                  withheld.

            20.4.2. CONSEQUENCES AND EFFECT OF ASSIGNMENTS. From and after the
            effective date specified in any Assignment and Acceptance, the
            assignee shall be deemed and treated as a party to this Agreement
            and the Intercreditor Agreement and, to the extent that rights and
            obligations hereunder and under the Notes held by the assignor have
            been assigned or negotiated to the assignee pursuant to such
            Assignment and Acceptance, to have the rights and obligations of a
            Lender hereunder as fully as if such assignee had been named as a
            Lender in this Agreement and of a holder of such Notes, and the
            assignor shall, to the extent that rights and obligations hereunder
            or under such Notes have been assigned or negotiated by it pursuant
            to such Assignment and Acceptance, relinquish its rights and be
            released from its future obligations under this Agreement. If the
            assignee is not incorporated under the laws of the United States of
            America or a state thereof, it shall deliver to Borrower and
            Administrative Agent certification as to the exemption from
            deduction or withholding of Taxes in accordance with Section 19.6.

                                       63


            20.4.3. AGREEMENTS UPON ASSIGNMENT. By executing and delivering an
            Assignment and Acceptance, the assignor thereunder and the assignee
            confirm to and agree with each other and the other parties hereto
            substantially as follows: (i) the assignment made under such
            Assignment and Acceptance is made under such Assignment and
            Acceptance without recourse; (ii) such assignor makes no
            representation or warranty and assumes no responsibility with
            respect to the financial condition of any Covered Person or the
            performance or observance by any Covered Person of any of its Loan
            Obligations; (iii) such assignee confirms that it has received a
            copy of this Agreement, the Intercreditor Agreement, the Financial
            Statements and such other Loan Documents and other documents and
            information as it has deemed appropriate to make its own credit
            analysis and decision to enter into such Assignment and Acceptance;
            (iv) such assignee will, independently and without reliance upon
            Administrative Agent, such assignor, or any other Lender, and based
            on such documents and information as it deems appropriate at the
            time, continue to make its own credit decisions in taking or not
            taking action under this Agreement; (v) such assignee appoints and
            authorizes Administrative Agent to take such action as agent on its
            behalf and to exercise such powers under this Agreement and the
            other Loan Documents as are delegated to Administrative Agent by the
            terms hereof and thereof, together with such powers as are
            reasonably incidental thereto; and (vi) such assignee agrees that it
            will perform in accordance with their terms all of the obligations
            which by the terms of this Agreement and the Intercreditor Agreement
            are required to be performed by it as a Lender and a holder of a
            Note.

            20.4.4. REGISTER. Administrative Agent shall maintain at its address
            referred to herein a copy of each Assignment and Acceptance
            delivered to and accepted by it and a register for the recordation
            of the names and addresses of the Lenders and the Commitment of and
            principal amount of Loans owing to, each Lender from time to time
            (the Register). The entries in the Register shall be conclusive and
            binding for all purposes, absent manifest error, and Borrower,
            Administrative Agent and Lenders may treat each Person whose name is
            recorded in the Register as a Lender hereunder for all purposes of
            this Agreement. The Register shall be available for inspection by
            Borrower or any Lender at any reasonable time and from time to time
            upon reasonable prior notice. Upon its receipt of an Assignment and
            Acceptance executed by the parties thereto, together with any Note
            subject to such assignment and payment of the processing fee,
            Administrative Agent shall, if such Assignment and Acceptance has
            been completed and is in substantially the form of Exhibit 20.4.1
            hereto, (i) accept such Assignment and Acceptance, (ii) record the
            information contained therein in the Register and (iii) give prompt
            notice thereof to the parties thereto.

            20.4.5. NOTICE TO BORROWER OF ASSIGNMENT. Upon its receipt of an
            Assignment and Acceptance executed by an assigning Lender, if
            Administrative Agent accepts the assignment contemplated thereby,
            Administrative Agent shall give prompt notice thereof to Borrower.
            Borrower shall execute and deliver replacement Notes to the assignor
            and assignee as requested by Administrative Agent and necessary to
            give effect to the assignment. If Borrower fails or refuses to
            execute and deliver

                                       64


            such replacement Notes, Administrative Agent may, as agent and
            attorney-in-fact for Borrower, execute and deliver such replacement
            Notes on behalf of Borrower. Borrower hereby appoints Administrative
            Agent as its agent and attorney-in-fact for such purpose and
            acknowledges that such power is coupled with an interest and
            therefore irrevocable. Administrative Agent shall not have any
            liability to Borrower or anyone else, including any Lender, as a
            consequence of exercising such power in any instance.

            20.4.6. ASSIGNMENT TO FEDERAL RESERVE BANK. Notwithstanding any
            other provision set forth in this Agreement, any Lender may at any
            time assign and pledge all or any portion of its Loans and its Note
            to any Federal Reserve Bank as collateral security pursuant to
            Regulation A and any Operating Circular issued by such Federal
            Reserve Bank. No such assignment shall release the assigning Lender
            from its obligations hereunder.

      20.5. SALE OF PARTICIPATIONS. Each Lender may sell participations to one
      or more Persons (other than Borrower or an Affiliate of Borrower) in all
      or a portion of its rights and obligations under this Agreement (including
      all or a portion of its Commitment and its Loans); provided, however, that
      (i) such Lender's obligations under this Agreement shall remain unchanged,
      (ii) such Lender shall remain solely responsible to the other parties
      hereto for the performance of such obligations, (iii) the participant
      shall be entitled to the benefit of the yield protection provisions
      contained in Section 19 and the right of setoff contained in Section
      17.3.3, (iv) the amount of the participation shall be in a minimum amount
      of $1,000,000.00 or such lesser amount which constitutes such Lender's
      entire Commitment, provided, however, that no such minimum amount shall
      apply to participations between any of Lenders or between any Lender and
      any of its Affiliates; and (v) Borrower, the other Lenders and
      Administrative Agent shall continue to deal solely and directly with such
      Lender in connection with such Lender's rights and obligations under this
      Agreement, and such Lender shall retain the sole right to enforce the
      obligations of Borrower relating to its Loans, its Notes and its funding
      of Advances and to approve any amendment, modification, or waiver of any
      provision of this Agreement (other than amendments, modifications, or
      waivers that (a) decrease the amount of principal of the Loans, (b) reduce
      the rate at which interest is payable on the Loans, (c) extend the final
      maturity of the Notes, (d) increase its Commitment (if such increase is to
      be shared by any such Participant), or (e) release any Guarantor.
      Notwithstanding the foregoing, the sale of any such participations which
      require Borrower to file a registration statement with the SEC or under
      the securities Laws of any state shall not be permitted.

      20.6. INTENTIONALLY DELETED.

      20.7. INFORMATION. Any Lender or Administrative Agent may furnish any
      information concerning Borrower or any of its Subsidiaries in the
      possession of such Lender or Administrative Agent, as the case may be,
      from time to time to assignees and participants (including prospective
      assignees and participants), provided such assignees and participants
      shall agree to keep such information confidential.

                                       65


      20.8. PAYMENT OF EXPENSES. Borrower agrees to pay or reimburse to
      Administrative Agent all of Administrative Agent's out-of-pocket costs
      incurred in connection with Administrative Agent's due diligence review
      before execution of the Loan Documents; the negotiation and preparation of
      proposals, a commitment letter and the Loan Documents; the syndication of
      the Loans; the administration of this Agreement, the Loan Documents and
      the Loans; the interpretation of any of the Loan Documents; any amendment
      of or supplementation to any of the Loan Documents; and any waiver,
      consent or forbearance with respect to any Default or Event of Default.
      Borrower agrees to pay or reimburse to each Lender all of such Lender's
      out-of-pocket costs incurred in connection with the enforcement of such
      Lender's rights and remedies under the Loan Documents after a Default or
      Event of Default. Administrative Agent's out-of-pocket costs may include
      but are not limited to the following, to the extent they are actually paid
      or incurred by Administrative Agent: the cost of searches for Security
      Interests existing against Covered Persons; recording and filing fees;
      appraisal fees; environmental consultant fees; litigation costs; and all
      attorneys' and paralegals' expenses and reasonable fees. Each Lender's
      out-of-pocket costs may include but are not limited to the following, to
      the extent they are actually paid or incurred by a Lender: litigation
      costs and all attorneys' and paralegals' expenses and reasonable fees.
      Attorneys' and paralegals' expenses may include but are not limited to
      filing charges; telephone, data transmission, facsimile and other
      communication costs; courier and other delivery charges; and photocopying
      charges. Litigation costs may include but are not limited to filing fees,
      deposition costs, expert witness fees, expenses of service of process, and
      other such costs paid or incurred in any administrative, arbitration, or
      court proceedings involving a Lender and any Covered Person, including
      proceedings under the Federal Bankruptcy Code. All costs which Borrower is
      obligated to pay or reimburse Administrative Agent or the Lenders are Loan
      Obligations payable to Administrative Agent or Lender, as applicable, and
      are payable on demand by Administrative Agent or such Lender.

      20.9. GENERAL INDEMNITY.

            20.9.1. Borrower agrees to indemnify and hold harmless
            Administrative Agent and each Lender and each of their Affiliates
            and their respective officers, directors, employees, agents, and
            advisors (each, an Indemnified Party) from and against any and all
            claims, damages, losses, liabilities, costs, and expenses
            (including, without limitation, reasonable attorneys' fees) that may
            be incurred by or asserted or awarded against any Indemnified Party,
            in each case arising out of or in connection with or by reason of
            (including, without limitation, in connection with any
            investigation, litigation, or proceeding or preparation of defense
            in connection therewith) the Loan Documents, the Acquisition
            Documents, any of the transactions contemplated herein or therein or
            the actual or proposed use of the proceeds of the Loans, or the
            manufacture, storage, transportation, release or disposal of any
            Hazardous Material on, from, over or affecting any of the assets,
            properties, or operations of any Covered Person or any predecessor
            in interest, directly or indirectly, except to the extent such
            claim, damage, loss, liability, cost, or expense is found in a
            final, non-appealable judgment by a court of competent jurisdiction
            to have resulted from such Indemnified Party's gross negligence or
            willful misconduct. In the case of an investigation, litigation or
            other proceeding

                                      66


            to which the indemnity in this Section 20.9 applies, such indemnity
            shall be effective whether or not such investigation, litigation or
            proceeding is brought by Borrower, its directors, shareholders or
            creditors or an Indemnified Party or any other Person or any
            Indemnified Party is otherwise a party thereto and whether or not
            the transactions contemplated hereby are consummated. Borrower
            agrees not to assert any claim against Administrative Agent, any
            Lender, any of their Affiliates, or any of their respective
            directors, officers, employees, attorneys, agents, and advisers, on
            any theory of liability, for special, indirect, consequential, or
            punitive damages arising out of or otherwise relating to the Loan
            Documents, the Acquisition Documents, any of the transactions
            contemplated herein or therein or the actual or proposed use of the
            proceeds of the Loans. Borrower shall pay, indemnify and hold
            harmless the Indemnified Parties for, from and against, and shall
            promptly reimburse the Indemnified Parties for, any and all claims,
            damages, liabilities, losses, costs and expenses (including
            reasonable attorneys' fees and expenses and amounts paid in
            settlement) incurred, paid or sustained by the Indemnified Parties,
            arising out of or relating to the Acquisition Documents or
            enforcement by Administrative Agent of any of its rights with
            respect thereto.

            20.9.2. The obligations of Borrower under this Section 20.9 shall
            survive the termination of the Commitments, the expiration of the
            Letters of Credit, and the indefeasible full payment and
            satisfaction of all of the Loan Obligations.

            20.9.3. To the extent that any of the indemnities required from
            Borrower under this Section are unenforceable because they violate
            any Law or public policy, Borrower shall pay the maximum amount
            which it is permitted to pay under applicable Law.

      20.10. LETTERS OF CREDIT. Borrower assumes all risks of the acts or
      omissions of any beneficiary of any of the Letters of Credit. Neither
      Administrative Agent nor any of its directors, officers, employees,
      agents, or representatives shall be liable or responsible for: (a) the use
      which may be made of any of the Letters of Credit or for any acts or
      omissions of beneficiary in connection therewith; (b) the validity,
      sufficiency or genuineness of documents, or of any endorsement(s) thereon,
      even if such documents should in fact prove to be in any or all respects
      invalid, insufficient, fraudulent or forged; (c) payment by Administrative
      Agent against presentation of documents which, on their face, appear to
      comply with the terms of any Letter of Credit, even though such documents
      may fail to bear any reference or adequate reference to any such Letter of
      Credit; or (d) any other circumstances whatsoever in making or failing to
      make payment under any Letter of Credit in connection with which
      Administrative Agent would, pursuant to the Uniform Customs and Practices
      for Documentary Credits (1993 Revision), International Chamber of Commerce
      Publication No. 500 (as amended from time to time), be absolved from
      liability. In furtherance and not in limitation of the foregoing, Letter
      of Credit Issuer may accept documents that appear on their face to be in
      order, without responsibility for further investigation, regardless of any
      notice or information to the contrary.

      20.11. CHANGES IN ACCOUNTING PRINCIPLES. If any Covered Person, at the end
      of its fiscal year and with the concurrence of its independent certified
      public accountants,

                                       67


      changes the method of valuing the Inventory of such Covered Person, or if
      any other changes in accounting principles from those used in the
      preparation of any of the Financial Statements are required by or result
      from the promulgation of principles, rules, regulations, guidelines,
      pronouncements or opinions by the Financial Accounting Standards Board or
      the American Institute of Certified Public Accountants (or successors
      thereto or bodies with similar functions), and any of such changes result
      in a change in the method of calculation of, or affect the results of such
      calculation of, any of the financial covenants, standards or terms found
      herein, then the parties hereto agree to enter into and diligently pursue
      negotiations in order to amend such financial covenants, standards or
      terms so as to equitably reflect such changes, with the desired result
      that the criteria for evaluating the financial condition and results of
      operations of such Covered Person shall be the same after such changes as
      if such changes had not been made; provided, however, that until such
      changes are made, all financial covenants herein and all the provisions
      hereof which contemplate financial calculation hereunder shall remain in
      full force and effect.

      20.12. LOAN RECORDS. The date and amount of all Advances to Borrower and
      payments of amounts due from Borrower under the Loan Documents will be
      recorded in the records that Administrative Agent normally maintains for
      such types of transactions. The failure to record, or any error in
      recording, any of the foregoing shall not, however, affect the obligation
      of Borrower to repay the Loans and other amounts payable under the Loan
      Documents. Borrower shall have the burden of proving that such records are
      not correct. Borrower agrees that Administrative Agent's and any Lender's
      books and records showing the Loan Obligations and the transactions
      pursuant to this Agreement shall be admissible in any action or proceeding
      arising therefrom, and shall constitute prima facie proof thereof,
      irrespective of whether any Loan Obligation is also evidenced by a
      promissory note or other instrument. Administrative Agent will provide to
      Borrower a monthly statement of Advances, payments, and other transactions
      pursuant to this Agreement. Such statement shall be deemed correct,
      accurate and binding on Borrower and an account stated (except for
      reversals and reapplications of payments as provided in Section 6.7 and
      corrections of errors discovered by Administrative Agent or a Lender),
      unless Borrower notifies Administrative Agent in writing to the contrary
      within 60 days after such statement is rendered. In the event a timely
      written notice of objections is given by Borrower, only the items to which
      exception is expressly made will be considered to be disputed by Borrower.

      20.13. OTHER GUARANTIES. Administrative Agent or any Lender may, without
      notice or demand and without affecting Borrower's obligations hereunder,
      from time to time: accept and hold any endorsement or guaranty of payment
      of all or any part of the Loan Obligations and release or substitute any
      such endorser or guarantor or any other Person in any way obligated to pay
      all or any part of the Loan Obligations.

      20.14. LOAN OBLIGATIONS PAYABLE IN DOLLARS. All Loan Obligations that are
      payable in Dollars under the terms of the Loan Documents shall be payable
      only in Dollars. If, however, to obtain a judgment in any court it is
      necessary to convert a Loan Obligation payable in Dollars into another
      currency, the rate of exchange used shall be that at which Administrative
      Agent, using its customary procedures, could purchase Dollars with such

                                       68


      other currency in New York, New York on the Business Day immediately
      preceding the day on which such judgment is rendered. If any sum in
      another currency is paid to a Lender or received by a Lender and applied
      to a Loan Obligation payable in Dollars, such Loan Obligation shall be
      deemed paid and discharged only to the extent of the amount of Dollars
      that Administrative Agent, using its customary procedures, is able to
      purchase in New York, New York with such sum on the Business Day
      immediately following receipt thereof. Borrower agrees to indemnify each
      Lender against any loss in Dollars that it may incur on such Loan
      Obligation as a result of such payment or receipt and application to such
      Loan Obligation.

21.   MISCELLANEOUS.

      21.1. NOTICES. All notices, consents, requests and demands to or upon the
      respective parties hereto shall be in writing, and shall be deemed to have
      been given or made when delivered in person to those Persons listed on the
      signature pages hereof or three (3) days after deposit in the United
      States mail, postage prepaid, in the case of overnight courier services,
      one (1) day after delivery to the overnight courier service, or in the
      case of telecopy notice, when sent, verification received, in each case
      addressed as set forth on the signature pages hereof, or such other
      address as either party may designate by notice to the other in accordance
      with the terms of this Section, or, in the case of electronic delivery by
      e-mail, when received at the e-mail address listed on the signature pages
      hereto or at such other e-mail address as any party may designate by
      notice to the other parties in accordance with the terms of this Section.
      No notice given to or demand made on Borrower by Administrative Agent or
      any Lender in any instance shall entitle Borrower to notice or demand in
      any other instance.

      21.2. AMENDMENTS AND MODIFICATIONS; WAIVERS AND CONSENTS. Unless otherwise
      provided herein, no amendment to or modification of any provision of this
      Agreement, or of any of the other Loan Documents shall be effective unless
      it is in writing and signed by authorized officers of Borrower and
      Required Lenders. Unless otherwise provided herein, no waiver of, or
      consent to any departure by Borrower from, the requirements of any
      provision of this Agreement or any of the other Loan Documents shall be
      effective unless it is in writing and signed by authorized officers of
      Required Lenders. Any such amendment, modification, waiver or consent
      shall be effective only in the specific instance and for the purpose for
      which given. The foregoing notwithstanding, no such amendment,
      modification or consent shall, unless signed by authorized officers of
      Borrower and of all Lenders: (i) extend or increase any Commitment or
      subject any Lender or the Letter of Credit Issuer to a greater obligation
      than expressly provided for in this Agreement, (ii) reduce or forgive the
      repayment of principal of any Advance or the reimbursement of any draw on
      a Letter of Credit or change the rate, or mechanism for determining the
      rate, of interest on any Advance or any fees or other amounts payable by
      Borrower hereunder, (iii) change the regularly scheduled dates for
      payments of principal or interest of any Advance or other fees or amounts
      payable to any Lender under the Loan Documents (including, without
      limitation, the Revolving Loan Maturity Date), (iv) change the provisions
      of Section 18 to the detriment of any Lender, (v) change the definition of
      Required Lenders herein, (vi) change any requirement herein that any
      particular action be taken by all Lenders or by Required Lenders, (vii)
      change the

                                       69


      provisions of this Section, (viii) release any Covered Person or any
      Guarantor from its obligations under the Loan Documents, or (ix) change
      any provisions of this Agreement requiring ratable distributions to
      Lenders. No failure by Administrative Agent or any Lender to exercise, and
      no delay by Administrative Agent or any Lender in exercising, any right,
      remedy, power or privilege hereunder shall operate as a waiver thereof,
      nor shall any single or partial exercise by Administrative Agent or any
      Lender of any right, remedy, power or privilege hereunder preclude any
      other exercise thereof, or the exercise of any other right, remedy, power
      or privilege existing under any Law or otherwise.

      21.3. RIGHTS CUMULATIVE. Each of the rights and remedies of Administrative
      Agent and Lenders under this Agreement shall be in addition to all of its
      other rights and remedies under applicable Law, and nothing in this
      Agreement shall be construed as limiting any such rights or remedies.

      21.4. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
      inure to the benefit of the parties hereto and all future holders of the
      Notes and their respective successors and assigns, except that Borrower
      may not assign, delegate or transfer any of its rights or obligations
      under this Agreement without the prior written consent of Administrative
      Agent and Required Lenders. With respect to Borrower's successors and
      assigns, such successors and assigns shall include any receiver, trustee
      or debtor-in-possession of or for Borrower.

      21.5. SEVERABILITY. Any provision of this Agreement which is prohibited,
      unenforceable or not authorized in any jurisdiction shall, as to such
      jurisdiction, be ineffective to the extent of such prohibition,
      unenforceability or lack of authorization without invalidating the
      remaining provisions hereof or affecting the validity, enforceability or
      legality of such provision in any other jurisdiction unless the
      ineffectiveness of such provision would result in such a material change
      as to cause completion of the transactions contemplated hereby to be
      unreasonable.

      21.6. COUNTERPARTS. This Agreement may be executed by the parties hereto
      on any number of separate counterparts, and all such counterparts taken
      together shall constitute one and the same instrument. It shall not be
      necessary in making proof of this Agreement to produce or account for more
      than one counterpart signed by the party to be charged.

      21.7. GOVERNING LAW; NO THIRD PARTY RIGHTS. This Agreement, the Notes and
      the other Loan Documents and the rights and obligations of the parties
      hereunder and thereunder shall be governed by and construed and
      interpreted in accordance with the internal Laws of the State of Illinois
      applicable to contracts made and to be performed wholly within such state,
      without regard to choice or conflicts of law principles. This Agreement is
      solely for the benefit of the parties hereto and their respective
      successors and assigns, and no other Person shall have any right, benefit,
      priority or interest under, or because of the existence of, this
      Agreement.

      21.8. COUNTERPART FACSIMILE EXECUTION. For purposes of this Agreement, a
      document (or signature page thereto) signed and transmitted by facsimile
      machine or telecopier is to be treated as an original document. The
      signature of any Person thereon, for purposes

                                       70


      hereof, is to be considered as an original signature, and the document
      transmitted is to be considered to have the same binding effect as an
      original signature on an original document. At the request of any party
      hereto, any facsimile or telecopy document is to be re-executed in
      original form by the Persons who executed the facsimile or telecopy
      document. No party hereto may raise the use of a facsimile machine or
      telecopier or the fact that any signature was transmitted through the use
      of a facsimile or telecopier machine as a defense to the enforcement of
      this Agreement or any amendment or other document executed in compliance
      with this Section.

      21.9. EFFECT OF MERGER OF BANK. Effective immediately upon the merger of
      Administrative Agent or a Lender with or into another financial
      institution, all references to Administrative Agent or such Lender under
      every Loan Document shall be deemed to be references to the surviving
      institution. If the surviving institution does not have a "Prime Rate,"
      references in the Loan Documents to Prime Rate shall be deemed to be
      references to the reference rate (however it is designated) established
      from time to time by the surviving institution that is most similar to the
      Prime Rate.

      21.10. NEGOTIATED TRANSACTION. Borrower, Administrative Agent and each
      Lender represent each to the others that in the negotiation and drafting
      of this Agreement and the other Loan Documents they have been represented
      by and have relied upon the advice of counsel of their choice. Borrower
      and Administrative Agent affirm that their counsel have both had
      substantial roles in the drafting and negotiation of this Agreement and
      each Lender affirms that its counsel has participated in the drafting and
      negotiation of this Agreement; therefore, this Agreement will be deemed
      drafted by all of Borrower, Administrative Agent and Lenders, and the rule
      of construction to the effect that any ambiguities are to be resolved
      against the drafter will not be employed in the interpretation of this
      Agreement.

      21.11. CHOICE OF FORUM. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT
      SENTENCE, BORROWER, ADMINISTRATIVE AGENT, AND EACH LENDER HEREBY AGREES TO
      THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURT OF THE NORTHERN DISTRICT
      OF ILLINOIS AND THE STATE COURTS OF ILLINOIS LOCATED IN COOK COUNTY AND
      WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON CONVENIENS WITH RESPECT
      TO ANY ACTION INSTITUTED THEREIN, AND AGREES THAT ANY DISPUTE CONCERNING
      THE RELATIONSHIP BETWEEN ADMINISTRATIVE AGENT, LENDERS, AND BORROWER OR
      THE CONDUCT OF ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE
      SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE
      FOREGOING: (1) ADMINISTRATIVE AGENT OR ANY LENDER SHALL HAVE THE RIGHT TO
      BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR ITS PROPERTY IN ANY
      COURTS OF ANY OTHER JURISDICTION ADMINISTRATIVE AGENT OR ANY LENDER DEEM
      NECESSARY OR APPROPRIATE, AND (2) EACH OF THE PARTIES HERETO ACKNOWLEDGES
      THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING
      SENTENCE

                                       71


      MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

      21.12. SERVICE OF PROCESS. BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY
      AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY
      BE MADE BY REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO BORROWER
      AT ITS ADDRESS SET FORTH ON THE SIGNATURE PAGES HEREOF, AND SERVICE SO
      MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) DAYS AFTER THE SAME SHALL
      HAVE BEEN SO DEPOSITED IN THE U.S. MAILS; OR AT ADMINISTRATIVE AGENT'S OR
      ANY LENDER'S OPTION, BY SERVICE UPON CT CORPORATION, WHICH BORROWER
      IRREVOCABLY APPOINTS AS BORROWER'S AGENT FOR THE PURPOSE OF ACCEPTING
      SERVICE OF PROCESS WITHIN THE STATE OF ILLINOIS. ADMINISTRATIVE AGENT OR
      SUCH LENDER SHALL PROMPTLY FORWARD BY REGISTERED MAIL ANY PROCESS SO
      SERVED UPON SAID AGENT TO BORROWER AT ITS ADDRESS ON THE SIGNATURE PAGES
      HEREOF. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ADMINISTRATIVE
      AGENT OR ANY LENDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED
      BY LAW.

      21.13. WAIVER OF JURY TRIAL. BORROWER, ADMINISTRATIVE AGENT, AND EACH
      LENDER HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
      ACTION OR CAUSE OF ACTION (1) ARISING UNDER THIS AGREEMENT OR ANY OTHER
      LOAN DOCUMENT, OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL
      TO THE DEALINGS OF THE PARTIES HERETO OR EITHER OF THEM IN RESPECT OF THIS
      AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS RELATED HERETO
      OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
      WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. BORROWER,
      ADMINISTRATIVE AGENT, AND EACH LENDER AGREES AND CONSENTS THAT ANY SUCH
      CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
      WITHOUT A JURY AND THAT EITHER MAY FILE AN ORIGINAL COUNTERPART OR A COPY
      OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
      PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

      21.14. INCORPORATION BY REFERENCE. Each attachment, exhibit and schedule
      hereto and all of the terms of the other Loan Documents are incorporated
      in and made a part of this Agreement by this reference.

      21.15. PATRIOT ACT NOTIFICATION. As required by federal law and LaSalle's
      policies and practices, LaSalle may need to collect certain customer
      identification information and documentation in connection with opening or
      maintaining accounts, or establishing or continuing to provide services.

                                       72


      21.16. STATUTORY NOTICE - ORAL COMMITMENTS. Nothing contained in the
      following notice shall be deemed to limit or modify the terms of the Loan
      Documents:

      ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR
      FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW
      SUCH DEBT ARE NOT ENFORCEABLE REGARDLESS OF THE LEGAL THEORY UPON WHICH IT
      IS BASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT
      YOU (BORROWER) AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT,
      ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS
      WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT
      BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.

      Borrower acknowledges that there are no other agreements between
      Administrative Agent, Lenders, and Borrower, oral or written, concerning
      the subject matter of the Loan Documents, and, except as expressly
      described herein, that all prior agreements concerning the same subject
      matter, including any proposal or commitment letter, are merged into the
      Loan Documents and thereby extinguished.

                            [SIGNATURE PAGES FOLLOW]

                                       73


      IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by appropriate duly authorized officers as of the Execution Date.

TALX CORPORATION, A MISSOURI CORPORATION
AS BORROWER

By:   /s/  L. Keith Graves
   ------------------------------------------------
      L. Keith Graves, Chief Financial Officer

NOTICE ADDRESS FOR BORROWER:

11432 Lackland Road
St. Louis, Missouri 63146
Attention:  William Canfield and L. Keith Graves
E-Mail:  wwc@talx.com; lkg@talx.com

WITH A COPY TO:
Bryan Cave LLP
One Metropolitan Square
Suite 3600
St. Louis, Missouri 63102
Attention: R. Randall Wang and Karen W. Fries
E-Mail:  rrwang@bryancave.com; kwfries@bryancave.com

                            [SIGNATURE PAGE FOLLOWS]



IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
appropriate duly authorized officers as of the Execution Date.

LASALLE BANK NATIONAL ASSOCIATION,
AS ADMINISTRATIVE AGENT AND A LENDER

By:      /s/ Tom Harmon
   ---------------------------------------
Name: Tom Harmon
Title: Senior Vice President

NOTICE ADDRESS:

LaSalle Bank National Association
135 S. LaSalle Street, Suite 1425
Chicago, IL 60603
Attention:  Israel Balaguer
E-Mail:  israel.balaguer@abnamro.com

With copies to:

LaSalle Bank National Association
One North Brentwood, Suite 950
Clayton, Missouri  63105
Attention:  Tom Harmon
E-Mail:  tom.harmon@abnamro.com

And

Blackwell Sanders Peper Martin
720 Olive Street, Suite 2400
St. Louis, Missouri 63101
Attention:  John P. McNearney
E-Mail:  jmcnearney@blackwellsanders.com

APPLICABLE LENDING OFFICE:

LaSalle Bank National Association
135 S. LaSalle Street, Suite 1425
Chicago, IL 60603
Attention:  Israel Balaguer

                            [SIGNATURE PAGE FOLLOWS]



IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
appropriate duly authorized officers as of the Execution Date.

SOUTHWEST BANK OF ST. LOUIS, AS A LENDER

By:  /s/ Robert W. Sellers
     -------------------------------------
Name:    Robert W. Sellers
Title:   Senior Vice President

NOTICE ADDRESS AND APPLICABLE LENDING OFFICE:

Southwest Bank of St. Louis
13205 Manchester Road
St. Louis, MO  63101
Attn: Robert W. Sellers
E-Mail:  rsellers@swbank-stl.com

With a copy to:

Armstrong Teasdale LLP
One Metropolitan Square
211 N. Broadway, Suite 2600
St. Louis, Missouri 63102
Attention:  John Sullivan
E-Mail:  jsullivan@armstrongteasdale.com

                            [SIGNATURE PAGE FOLLOWS]



IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
appropriate duly authorized officers as of the Execution Date.

NATIONAL CITY BANK OF THE MIDWEST, AS A LENDER

By:  /s/ Eric Hartman
   ---------------------------------------
Name: Eric Hartman
Title: Vice President

NOTICE ADDRESS AND APPLICABLE LENDING OFFICE:

National City Bank
10401 Clayton Road
St. Louis, MO  63131
Attention: Eric Hartman
E-Mail:  eric.hartman@nationalcity.com

                            [SIGNATURE PAGE FOLLOWS]



IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
appropriate duly authorized officers as of the Execution Date.

FIFTH THIRD BANK, AS A LENDER

By:  /s/ Shawn Hagan
   -------------------------------
Name:  Shawn Hagan
Title: Vice President

NOTICE ADDRESS AND APPLICABLE LENDING OFFICE:

Fifth Third Bank
Fifth Third Center
8000 Maryland Avenue, Suite 1400
St. Louis, Missouri 63105
Attn.:   Shawn Hagan
E-Mail:  shawn.hagan@53.com

                            [SIGNATURE PAGE FOLLOWS]



IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
appropriate duly authorized officers as of the Execution Date.

MERRILL LYNCH CAPITAL, A DIVISION OF
MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., AS A LENDER

By:  /s/ Phillip J. Salter
   ---------------------------------------
Name:  Phillip J. Salter
Title: Vice President

NOTICE ADDRESS AND APPLICABLE LENDING OFFICE:

Merrill Lynch Business Financial Services
222 North LaSalle Street, 17th Floor
Chicago, Illinois 60601
Attn:    Phillip Salter, Vice President
E-Mail:  phillip_salter@ml.com

With a copy to:

Windels Marx Lane & Mittendorf, LLP
156 West 56th Street
New York, New York 10019
Attn.:   Eric W. Bruenner, Esq.
E-Mail:  ebruenner@windelsmarx.com

                            [SIGNATURE PAGE FOLLOWS]



IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
appropriate duly authorized officers as of the Execution Date.

FIRST BANK, AS A LENDER

By:  /s/  Keith Schmelder
    --------------------------------------
Name:  Keith Schmelder
Title: Senior Vice President

NOTICE ADDRESS AND APPLICABLE LENDING OFFICE:

First Bank
135 North Meramec
Clayton, Missouri 63105
Attn.:   Keith Schmelder, Sr. Vice President
E-Mail:  keith.schmelder@fbol.com

                            [SIGNATURE PAGE FOLLOWS]


                                   EXHIBIT 2.1

                                    GLOSSARY

ACCOUNT -- as to any Person, the right of such Person to payment for goods sold
or leased or for services rendered by such Person.

ACCOUNT DEBTOR -- the obligor on any Account.

ACQUIRING COMPANY -- the Person obligated to pay or provide the consideration
payable in connection with a Permitted Acquisition upon the consummation
thereof.

ACQUISITION DOCUMENTS -- means the documents to which Borrower or any other
Covered Person is a party and under which any Permitted Acquisition is
contemplated.

ADJUSTED BASE RATE -- is defined in Section 4.3.

ADJUSTED EURODOLLAR RATE -- is defined in Section 4.4.

ADMINISTRATIVE AGENT -- LaSalle in its capacity as Administrative Agent under
this Agreement, and its successors and assigns in such capacity.

ADVANCE -- a Revolving Loan Advance or Swingline Loan.

ADVANCE DATE -- the date on which an Advance is requested by Borrower to be
made, or is otherwise contemplated or intended to be made, as provided herein.

AFFECTED LOAN -- is defined in Section 19.5.

AFFILIATE -- with respect to any Person, (a) any other Person who is a partner,
director, officer, stockholder, member, partner or other equity holder of such
Person; and (b) any other Person which, directly or indirectly, through one or
more intermediaries, is in control of, is controlled by or is under common
control with such Person, and any partner, director, officer or stockholder,
member, partner or other equity holder of such other Person described. For
purposes of this Agreement, control of a Person by another Person shall be
deemed to exist if such other Person has the power, directly or indirectly,
either to (i) vote twenty percent (20%) or more of the securities, membership
interests or other equity interest having the power to vote in an election of
directors or managers of such Person, or (ii) direct the management of such
Person, whether by contract or otherwise and whether alone or in combination
with others.

AGENCY FEE -- is specified in Section 5.6.

AGENCY FEE LETTER -- means that certain fee letter dated March 4, 2004 between
the Borrower and the Agent, which is incorporated herein by reference.

AGGREGATE REVOLVING LOAN -- the from time to time outstanding principal balance
of all Revolving Loan Advances.

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AGGREGATE REVOLVING LOAN COMMITMENT -- the aggregate commitments of Lenders as
stated in Section 3.1.1 to fund Revolving Loan Advances, as it may be changed as
provided herein.

AGREEMENT -- this document (including every document that is stated herein to be
an appendix, exhibit or schedule hereto, whether or not physically attached to
this document).

APPLICABLE LENDING OFFICE -- means, for Administrative Agent and each Lender and
for each Loan, the Applicable Lending Office of Administrative Agent or such
Lender (or of an Affiliate of such Lender) designated for such Loan on the
signature pages hereof or such other office of such Lender (or an Affiliate of
Administrative Agent or such Lender) as Administrative Agent or such Lender may
from time to time specify to Administrative Agent (in the case of another
Lender) and Borrower by written notice in accordance with the terms hereof as
the office by which its Loans are to be made and maintained.

ASBESTOS MATERIAL -- either asbestos or asbestos-containing materials.

BASE RATE -- for any day, the rate per annum equal to the higher of: (i) the
Prime Rate (as such rate may fluctuate from time to time as provided for herein)
for such day; or (ii) the Federal Funds Rates plus 0.5%. Any change in the Base
Rate due to a change in either the Prime Rate or the Federal Funds Rate shall be
effective on the effective date of such change in the Prime Rate or Federal
Funds Rate. The interest rate so designated from time to time as the Base Rate
by Administrative Agent is a reference rate and does not necessarily represent
the lowest or best rate charged to any customer of Administrative Agent or any
other Lender.

BASE RATE ADVANCE -- an Advance that will become a Base Rate Loan.

BASE RATE MARGIN -- is specified in Section 4.5.

BASE RATE LOAN -- any portion of a Loan on which interest accrues at the Base
Rate.

BENEFICIAL OWNER -- as defined in Rule 13-D-3 of the Securities and Exchange
Commission.

BORROWER -- TALX Corporation, a Missouri corporation.

BORROWING OFFICER -- each officer of Borrower who is authorized to submit a
request for an Advance or the issuance of a Letter of Credit on behalf of
Borrower.

BUSINESS DAY -- a day other than a Saturday, Sunday or other day on which
commercial banks are authorized or required to close under the Laws of either
the United States or the State of Illinois and when used in connection with
Eurodollar Loans, also a day other than any day on which dealings in U.S. Dollar
deposits are not carried on in the London interbank market.

BUYING LENDER(S) -- is defined in Section 3.4.4.

CAPITAL LEASE -- any lease that has been or should be capitalized under GAAP.

CHARTER DOCUMENTS -- the articles or certificate of incorporation and bylaws of
a corporation; the certificate of limited partnership and partnership agreement
of a limited partnership; the

                                       82


partnership agreement of a general partnership; the articles of organization and
operating agreement of a limited liability company; or the indenture of a trust.

COBRA -- the Consolidated Omnibus Budget Reconciliation Act.

CODE -- the Internal Revenue Code of 1986 and all regulations thereunder of the
IRS.

COMMITMENT - means, as to any Lender, such Lender's commitment to make Loans and
to issue or participate in Letters of Credit under this Agreement.

COMMITMENT AND ACCEPTANCE -- is defined in Section 3.4.1.

COMMITMENT INCREASE NOTICE --is defined in Section 3.4.2.

COMMONLY CONTROLLED ENTITY -- a Person which is under common control with
another Person within the meaning of Section 414(b) or (c) of the Code.

COMPLIANCE CERTIFICATE -- defined in Section 14.14

CONTRACT -- any contract, note, bond, indenture, lease, deed, mortgage, deed of
trust, security agreement, pledge, hypothecation agreement, assignment, or other
agreement or undertaking, or any security.

COVERED PERSON -- defined in Section 2.3.

DEFAULT -- any of the events listed in Section 17.1 of this Agreement, without
giving effect to any requirement for the giving of notice, for the lapse of
time, or both, or for the happening of any other condition, event or act.

DEFAULT RATE -- the rate of interest payable on each Loan after its Maturity and
in certain other circumstances as provided in Section 4.10.

DISCLOSURE SCHEDULE -- the disclosure schedule of Borrower attached hereto as
Exhibit 12.

DOL -- the United States Department of Labor.

DOLLARS and the sign $ -- lawful money of the United States.

DEFAULTING LENDER -- is defined in Section 7.5.

EBIT -- is defined in Section 16.1.

EBITDA -- is defined in Section 16.1.

EFFECTIVE COMMITMENT AMOUNT -- is defined in Section 3.4.3.

EFFECTIVE DATE -- the date on which all of the conditions precedent set forth in
Section 10.1 have been satisfied.

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ELIGIBLE ASSIGNEE -- means (i) a Lender; (ii) an Affiliate of a Lender; and
(iii) any other Person approved by Administrative Agent; provided, however, that
neither Borrower, any Covered Person, any Guarantor nor an Affiliate of Borrower
or Guarantor shall qualify as an Eligible Assignee.

EMPLOYMENT LAW -- ERISA, the Occupational Safety and Health Act, the Fair Labor
Standards Act, or any other Law pertaining to the terms or conditions of labor
or safety in the workplace or discrimination or sexual harassment in the
workplace.

ENVIRONMENTAL LAW -- the Resource Conservation and Recovery Act, the
Comprehensive Environmental Response, Compensation and Liability Act, the Clean
Water Act, the Clean Air Act, or any other Law pertaining to environmental
quality or remediation of Hazardous Material.

ENVIRONMENTAL PROPERTY TRANSFER ACTS -- any law pertaining to the provision of
notices or obtaining of environmental permit transfers or consents, required in
order to consummate the transfer of real or personal property or the perfection
of Security Interests.

EPA -- the United States Environmental Protection Agency.

ERISA -- the Employee Retirement Income Security Act of 1974.

ERISA AFFILIATE -- as to any Person, any trade or business (irrespective of
whether incorporated) which is a member of a group of which such Person is a
member and thereafter treated as a single employer under 414(b), (c), (m) or (o)
of the Code or applicable Treasury Regulations.

EURODOLLAR ADVANCE -- an Advance that will become a Eurodollar Loan.

EURODOLLAR MARGIN-- is defined in Section 4.5.

EURODOLLAR LOAN -- any portion of an Aggregate Loan on which interest accrues at
the Adjusted Eurodollar Rate.

EURODOLLAR RATE -- for the applicable Interest Period therefor, means a rate of
interest equal to (a) the per annum rate of interest at which United States
dollar deposits in an amount comparable to the amount of the relevant Eurodollar
Loan and for a period equal to the relevant Interest Period are offered in the
London Interbank Eurodollar market at 11:00 A.M. (London time) two (2) Business
Days prior to the commencement of such Interest Period (or three (3) Business
Days prior to the commencement of such Interest Period if banks in London,
England were not open and dealing in offshore United States dollars on such
second preceding Business Day), as displayed in the Bloomberg Financial Markets
system (or other authoritative source selected by the Administrative Agent in
its sole discretion) or, if the Bloomberg Financial Markets system or another
authoritative source is not available, as the Eurodollar Rate is otherwise
determined by the Administrative Agent in its sole and absolute discretion,
divided by (b) a number determined by subtracting from 1.00 the then stated
maximum reserve percentage for determining reserves to be maintained by member
banks of the Federal Reserve System for Eurocurrency funding or liabilities as
defined in Regulation D (or any successor category of liabilities under
Regulation D), such rate to remain fixed for such Interest Period. Without
limiting the effect of the

                                       84


foregoing, the reserve requirement shall reflect any other reserves required to
be maintained by any Lender with respect to any category of liabilities which
includes deposits by reference to which the Eurodollar Rate is to be determined,
or any category of extensions of credit or other assets which include Eurodollar
Loans. (The entire amount of a Eurodollar Loan shall be deemed to constitute a
Eurocurrency liability and as such shall be deemed to be subject to such reserve
requirements without benefit of credits for proration, exceptions or setoffs
which may be available from time to time to any Lender under Regulation D.) The
Eurodollar Rate shall be adjusted automatically on and as of the effective date
of any change in any such reserve requirements. The Administrative Agent's
determination of the Eurodollar Rate shall be conclusive, absent manifest error.

EVENT OF DEFAULT -- any of the events listed in Section 17.1 of this Agreement
as to which any requirement for the giving of notice, for the lapse of time, or
both, or for the happening of any further condition, event or act has been
satisfied.

EXECUTION DATE -- the date when this Agreement has been executed.

EXISTING DEFAULT -- a Default which has occurred and is continuing, or an Event
of Default which has occurred, and which has not been waived in writing by the
Required Lenders, or all of the Lenders if required by Section 21.2.

FEDERAL FUNDS RATE -- for any day, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) equal to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day; provided that (a) if such day is not a Business Day, the Federal Funds Rate
for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day, and (b) if no
such rate is so published on such next succeeding Business Day, the Federal
Funds Rate for such day shall be the average rate charged to Administrative
Agent (in its individual capacity) on such day on such transactions as
determined by Administrative Agent.

FIRST AMENDED AND RESTATED LOAN AGREEMENT -- is defined in the preamble to this
Agreement.

FINANCIAL STATEMENTS -- the most recent of the Initial Financial Statements and
the financial statements of Borrower required to be furnished to Administrative
Agent under Section 14.14 of this Agreement.

FRB -- the Board of Governors of the Federal Reserve System and any successor
thereto or to the functions thereof.

FRONTING FEE -- the fee payable to Letter of Credit Issuer as required in
Section 5.4.

GAAP -- those generally accepted accounting principles set forth in Statements
of the Financial Accounting Standards Board and in Opinions of the Accounting
Principles Board of the American Institute of Certified Public Accountants or
which have other substantial authoritative

                                       85


support in the United States and are applicable in the circumstances, as applied
on a consistent basis.

GOVERNMENTAL AUTHORITY -- the federal government of the United States; the
government of any foreign country that is recognized by the United States or is
a member of the United Nations; any state of the United States; any local
Government or municipality within the territory or under the jurisdiction of any
of the foregoing; any department, agency, division, or instrumentality of any of
the foregoing; and any court, arbitrator, or board of arbitrators whose orders
or judgements are enforceable by or within the territory of any of the
foregoing.

GROUP -- as used in Regulation 13-D issued by the Securities and Exchange
Commission.

GUARANTOR -- each of the Persons required under this Agreement to execute and
deliver to Administrative Agent for the benefit of Lenders a guaranty of part or
all of the Loan Obligations.

GUARANTY -- each guaranty of part or all of the Loan Obligations executed and
delivered to Administrative Agent for the benefit of Lenders by any Guarantor.

HAZARDOUS MATERIAL -- any hazardous, radioactive, toxic, solid or special waste,
material, substance or constituent thereof, or any other such substance (as
defined under any applicable Law or regulation), including Asbestos Material.
HAZARDOUS MATERIAL does not include materials or products containing hazardous
constituents which are not considered to be waste under the applicable
Environmental Law or which are considered to be waste but are transported,
handled or disposed of in accordance with the applicable Environmental Law, or
Asbestos Material which is not friable.

IMPOSITIONS -- is defined in Section 19.6.1.

INDEBTEDNESS -- as to any Person at any particular date, any contractual
obligation enforceable against such Person (i) to repay borrowed money; (ii) to
pay the deferred purchase price of property or services; (iii) to make payments
or reimbursements with respect to bank acceptances or to a factor; (iv) to make
payments or reimbursements with respect to letters of credit whether or not
there have been drawings thereunder; (v) with respect to which there is any
Security Interest in any property of such Person; (vi) to make any payment or
contribution to a Multi-Employer Plan; (vii) that is evidenced by a note, bond,
debenture or similar instrument; (viii) under any conditional sale agreement or
title retention agreement; or (ix) to pay interest or fees with respect to any
of the foregoing. INDEBTEDNESS also includes any other Obligation that either
(i) is non-contingent and liquidated in amount or (ii) should under GAAP be
included in liabilities and not just as a footnote on a balance sheet.

INDIRECT OBLIGATION -- as to any Person, (a) any guaranty by such Person of any
Obligation of another Person; (b) any Security Interest in any property of such
Person that secures any Obligation of another Person; (c) any enforceable
contractual requirement that such Person (i) purchase an Obligation of another
Person or any property that is security for such Obligation, (ii) advance or
contribute funds to another Person for the payment of an Obligation of such
other Person or to maintain the working capital, net worth or solvency of such
other Person as required in any documents evidencing an Obligation of such other
Person, (iii) purchase property, securities or services from another Person for
the purpose of assuring the beneficiary of any

                                       86


Obligation of such other Person that such other Person has the ability to timely
pay or discharge such Obligation, (iv) grant a Security Interest in any property
of such Person to secure any Obligation of another Person, (v) otherwise assure
or hold harmless the beneficiary of any Obligation of another Person against
loss in respect thereof; (d) any Obligation arising from the endorsement by such
Person of an instrument; (e) any Obligation of such Person as a surety; and (f)
any other contractual requirement enforceable against such Person that has the
same substantive effect as any of the foregoing. The term INDIRECT OBLIGATION
does not, however, include the endorsement by a Person of instruments for
deposit or collection in the ordinary course of business or the liability of a
general partner of a partnership for Obligations of such partnership. The amount
of any Indirect Obligation of a Person shall be deemed to be the stated or
determinable amount of the Obligation in respect of which such Indirect
Obligation is made or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof as determined by such Person in good
faith.

INITIAL FINANCIAL STATEMENTS -- the financial statements (not including the
proforma financial statements) of Borrower referred to in Section 10.1.2.

INTELLECTUAL PROPERTY -- as to any Person, any domestic or foreign patents or
patent applications of such Person, any inventions made or owned by such Person
upon which either domestic or foreign patent applications have not yet been
filed, any domestic or foreign trade names or trademarks of such Person, any
domestic or foreign trademark registrations or applications filed by such
Person, any domestic or foreign service marks of such Person, any domestic or
foreign service mark registrations and applications by such Person, any domestic
or foreign copyrights of such Person, and any domestic or foreign copyright
registrations or applications by such Person.

INTERCREDITOR AGREEMENT - means that certain Intercreditor Agreement dated as of
May 25, 2006 among the Borrower, the Administrative Agent, the Lenders,
Prudential Retirement Insurance And Annuity Company, The Prudential Insurance
Company of America, MTL Insurance Company, The Guardian Life Insurance Company
of America, American Investors Life Insurance Company, and AmerUs Life Insurance
Company, as the same may be amended, restated, supplemented or otherwise
modified from time to time.

INTEREST EXPENSE -- is defined in Section 16.1.

INTEREST HEDGE OBLIGATION -- any obligations of Borrower to Administrative Agent
or any Affiliate of Administrative Agent under an agreement or agreements
between Borrower and Administrative Agent or any Affiliate of Administrative
Agent under which the exposure of Borrower to fluctuations in interest rates is
effectively limited, whether in the form of one or more interest rate cap,
collar, or corridor agreements, interest rate swaps, or the like, or options
therefor.

INTEREST PERIOD -- the period during which a particular Adjusted Eurodollar Rate
applies to a Eurodollar Loan, as selected by Borrower as provided in Section
4.7.

                                       87


INVENTORY -- goods owned and held by a Person for sale, lease or resale or
furnished or to be furnished under contracts for services, and raw materials,
goods in process, materials, component parts and supplies used or consumed, or
held for use or consumption in such Person's business.

INVESTMENT -- (a) a loan or advance of money or property to a Person, (b) stock,
membership interest, or other equity interest in a Person, (c) a debt instrument
issued by a Person, whether or not convertible to stock, membership interest, or
other equity interest in such Person, or (d) any other interest in or rights
with respect to a Person which include, in whole or in part, a right to share,
with or without conditions or restrictions, some or all of the revenues or net
income of such Person.

IRS -- the Internal Revenue Service.

JOHNSON - means Johnson & Associates, LLC, a Nebraska limited liability company.

LASALLE -- LaSalle Bank National Association.

LAW -- any statute, rule, regulation, order, judgment, award or decree of any
Governmental Authority.

LENDER -- any one of the lenders listed on Exhibit 3 to this Agreement,
including Administrative Agent in its capacity as a lender, or any Person who
takes an assignment from any of such lenders of all or a portion of its rights
and obligations as a lender under this Agreement pursuant to Section 20.4.1 and
an Assignment and Acceptance as provided therein.

LENDER INCREASE NOTICE -- is defined in Section 3.4.2.

LENDERS' EXPOSURE -- the sum of the Aggregate Revolving Loan Commitment and the
Letter of Credit Exposure.

LETTER OF CREDIT -- any standby or commercial (documentary) letter of credit
issued by Letter of Credit Issuer pursuant to the Letter of Credit Commitment.

LETTER OF CREDIT AGREEMENT -- defined in Section 11

LETTER OF CREDIT COMMITMENT -- the commitment of the Letter of Credit Issuer to
issue Letters of Credit as provided in Section 3.3.

LETTER OF CREDIT EXPOSURE -- the undrawn amount of all outstanding letters of
credit issued under the Letter of Credit Commitment plus all amounts drawn on
such letters of credit and not yet reimbursed by Borrower.

LETTER OF CREDIT FEE -- the fee payable to Administrative Agent and Lenders as
required in Section 5.3.

LETTER OF CREDIT ISSUER -- LaSalle, or any other Lender succeeding to LaSalle's
commitment to issue Letters of Credit pursuant to Section 3.3.

                                       88


LOAN -- a Revolving Loan or a Swingline Loan.

LOAN AGREEMENT -- this Agreement.

LOAN DOCUMENTS -- this Agreement, the Notes, each Guaranty, any Rate Agreement,
any reimbursement agreement between Borrower and the Letter of Credit Issuer and
all other agreements, certificates, documents, instruments and other writings
executed from time to time in connection herewith or related hereto.

LOAN OBLIGATIONS -- all of Borrower's Indebtedness owing to Letter of Credit
Issuer, Administrative Agent or Lenders under the Loan Documents, whether as
principal, interest, fees or otherwise, including, without limitation, the
Borrower's Indebtedness under this Agreement, all reimbursement obligations of
Borrower to Letter of Credit Issuer or Lenders with respect to the Letter of
Credit Exposure, all Obligations to Administrative Agent, and all other
obligations and liabilities of Borrower to Administrative Agent or Lenders under
the Loan Documents and all Interest Hedge Obligations (in each case including
all extensions, renewals, modifications, rearrangements, restructures,
replacements and refinancings of the foregoing, whether or not the same involve
modifications to interest rates or other payment terms), whether now existing or
hereafter created, absolute or contingent, direct or indirect, joint or several,
secured or unsecured, due or not due, contractual or tortious, liquidated or
unliquidated, arising by operation of law or otherwise, including but not
limited to the obligation of Borrower to repay future advances by Administrative
Agent or Lenders hereunder, whether or not made pursuant to commitment and
whether or not presently contemplated by Borrower, Administrative Agent or
Lenders in the Loan Documents.

LOCAL TIME -- the local time in the city in which Administrative Agent's address
is located, as set forth on the signature page hereto (as changed from time to
time in accordance with the terms hereof).

MARGIN -- the Base Rate Margin or Eurodollar Margin.

MATERIAL ADVERSE EFFECT -- as to any Covered Person and with respect to any
event or occurrence of whatever nature (including any adverse determination in
any litigation, arbitration, investigation or proceeding), a material adverse
effect on (i) the business, operations, revenues, financial condition, property,
or business prospects of the Borrower specifically or of the Subsidiaries taken
as a whole, (ii) the validity or enforceability of the Loan Documents, (iii) the
ability of such Person to timely pay or perform such Covered Person's
Obligations generally, (iv) in the case of Borrower specifically, the ability of
Borrower to pay or perform any of Borrower's Obligations to Lender, or (v) in
the case of a Guarantor specifically, the ability of such Guarantor to pay or
perform any of its Obligations under the terms of its Guaranty.

MATERIAL AGREEMENT -- as to any Person, any Contract to which such Person is a
party or by which such Person is bound which, if violated or breached, has or is
reasonably likely to have a Material Adverse Effect on the Borrower specifically
or the Subsidiaries taken as a whole including without limitation all
Acquisition Documents.

                                       89


MATERIAL LAW -- any separately enforceable provision of a Law whose violation by
a Person has or is reasonably likely to have a Material Adverse Effect on the
Borrower specifically or the Subsidiaries taken as a whole.

MATERIAL LICENSE -- (i) as to any Covered Person, any license, permit or consent
from a Governmental Authority or other Person and any registration and filing
with a Governmental Authority or other Person which if not obtained, held or
made by such Covered Person has or is reasonably likely to have a Material
Adverse Effect on the Borrower specifically or the Subsidiaries taken as a
whole, and (ii) as to any Person who is a party to this Agreement or any of the
other Loan Documents, any license, permit or consent from a Governmental
Authority or other Person and any registration or filing with a Governmental
Authority or other Person that is necessary for the execution or performance by
such party, or the validity or enforceability against such party, of this
Agreement or such other Loan Document.

MATERIAL OBLIGATION -- as to any Person, an Obligation of such Person which if
not fully and timely paid or performed has or is reasonably likely to have a
Material Adverse Effect on the Borrower specifically or the Subsidiaries taken
as a whole.

MATERIAL PROCEEDING -- any litigation, investigation or other proceeding by or
before any Governmental Authority (i) which involves any of the Loan Documents
or any of the transactions contemplated thereby, or involves a Covered Person or
a Guarantor as a party or any property of Covered Person or a Guarantor, and has
or is reasonably likely to have a Material Adverse Effect on the Borrower
specifically or the Subsidiaries taken as a whole if adversely determined, (ii)
in which there has been issued an injunction, writ, temporary restraining order
or any other order of any nature which purports to restrain or enjoin the making
of any Advance, the consummation of any other transaction contemplated by the
Loan Documents, or the enforceability of any provision of any of the Loan
Documents, (iii) which involves the actual or alleged breach or violation by a
Covered Person of, or default by a Covered Person under, any Material Agreement,
or (iv) which involves the actual or alleged violation by a Covered Person or
any Guarantor of any Material Law.

MATURITY -- as to any Indebtedness, the time when it becomes payable in full,
whether at a regularly scheduled time, because of acceleration or otherwise.

MAXIMUM AVAILABLE AMOUNT -- the maximum Dollar amount available for Revolving
Loan Advances on any date as limited in Section 3.1.2, as it may be changed as
provided herein.

MULTI-EMPLOYER PLAN -- a Pension Benefit Plan which is a multi-employer plan as
defined in Section 4001(a)(3) of ERISA.

NOTE -- any Revolving Note or Swingline Note.

NOTE PURCHASE AGREEMENT - that certain Note Purchase Agreement dated as of May
25, 2006, among the Borrower, Prudential Retirement Insurance And Annuity
Company, The Prudential Insurance Company of America, MTL Insurance Company, The
Guardian Life Insurance Company of America, American Investors Life Insurance
Company, and AmerUs Life Insurance Company, as the same may be amended,
restated, supplemented or otherwise modified from time to time.

                                       90


NOTE PURCHASE DOCUMENTS - means the Note Purchase Agreement, the senior
guaranteed notes issued pursuant to the Note Purchase Agreement, and any
guaranty agreement executed by a Covered Person pursuant to the Note Purchase
Agreement, in each case, as the same may be amended, restated, supplemented or
otherwise modified from time to time.

NOTICE OF DEFAULT -- is specified in Section 18.4.

OBLIGATION -- as to any Person, any Indebtedness of such Person, any guaranty by
such Person of any Indebtedness of another Person, and any contractual
requirement enforceable against such Person that does not constitute
Indebtedness of such Person or a guaranty by such Person but which would involve
the expenditure of money by such Person if complied with or enforced.

OBLIGATIONS TO ADMINISTRATIVE AGENT -- exclusive of all the Loan Obligations,
all of Borrower's Indebtedness owing to Administrative Agent (whether as
principal, interest, fees or otherwise), all obligations of Borrower under
agreements between Borrower and Administrative Agent under which the exposure of
Borrower to fluctuations in interest rates is effectively limited, whether in
the form of interest rate cap, collar or corridor agreements, interest rate
swaps, or the like, or options therefor, all Indirect Obligations of Borrower
owing to Administrative Agent, all reimbursement obligations of Borrower to
Administrative Agent with respect to letters of credit, and all other
obligations and liabilities of Borrower to Administrative Agent including all
extensions, renewals, modifications, rearrangements, restructures, replacements
and refinancings of the foregoing, whether or not the same involve modifications
to interest rates or other payment terms), whether now existing or hereafter
created, absolute or contingent, direct or indirect, joint or several, secured
or unsecured, due or not due, contractual or tortious, liquidated or
unliquidated, arising by operation of law or otherwise, or acquired by
Administrative Agent outright, conditionally or as collateral security from
another, including the obligation of Borrower to repay future advances by
Administrative Agent, whether or not made pursuant to commitment and whether or
not presently contemplated by Borrower and Administrative Agent.

OPERATING LEASE -- any lease that is not a Capital Lease.

ORIGINAL LOAN AGREEMENT -- is defined in the preamble to this Agreement.

PARITY DEBT -- is defined in Section 15.2.9.

PBGC -- the Pension Benefit Guaranty Corporation.

PENSION BENEFIT PLAN -- any pension or profit-sharing plan which is covered by
Title I of ERISA and all other benefit plans, in each case in respect of which a
Covered Person or a Commonly Controlled Entity of such Covered Person is an
employer as defined in Section 3(5) of ERISA.

PERMITTED ACQUISITIONS -- any acquisition by Borrower or a Covered Person of
stock, membership interests, or other equity interests of another Person or the
assets of another Person permitted under Section 15.7.

PERMITTED DISTRIBUTIONS -- any Distributions permitted under Section 15.9.

                                       91


PERMITTED INDEBTEDNESS -- Indebtedness that Borrower is permitted under Section
15.2 to incur, assume, or allow to exist.

PERMITTED INDIRECT OBLIGATIONS -- Indirect Obligations that Borrower is
permitted under Section 15.4 to create, incur, assume, or allow to exist.

PERMITTED INVESTMENTS -- Investments that Borrower is permitted under Section
15.1 to make in other Persons.

PERMITTED SECURITY INTERESTS -- Security Interests that Borrower is permitted
under Section 15.5 to create, incur, assume, or allow to exist.

PERSON -- any individual, partnership, corporation, trust, unincorporated
association, joint venture, limited liability company, Governmental Authority,
or other organization in any form that has the legal capacity to sue or be sued.
If the context so implies or requires, the term Person includes Borrower.

PERSONAL PROPERTY -- all of the Goods, Equipment, Accounts, Inventory,
Instruments, Documents, Chattel Paper, General Intangibles and other personal
property of Borrower or any other Covered Person, whether now owned or hereafter
acquired, and all proceeds thereof.

PLEDGE AGREEMENTS -- means, collectively, the following agreements: the
Collateral Assignment of Membership Interest dated March 31, 2004, executed by
Borrower; the Stock Pledge of Ti3 stock dated March 27, 2002 executed by
Borrower; the Stock Pledge of TALX UCM Services, Inc. stock dated March 26, 2003
executed by Borrower; the Stock Pledge of UI Advantage, Inc., a Maryland
corporation dated October 15, 2004, executed by Borrower; the Stock Pledge of
TBT Enterprises, Incorporated dated October 15, 2004, executed by Borrower, the
Stock Pledge of Net Profit, Inc., a South Carolina corporation, dated October
25, 2004, by Borrower; the Stock pledge of Jon-Jay Associates, Inc. Stock dated
April 20, 2005; the Collateral Assignment of Membership Interest by TALX UCM
Services, Inc., a Missouri corporation, dated April 26, 2005; the Collateral
Assignment of Membership Interest in Unemployment Services, LLC by TALX UCM
Services, Inc. dated November 1, 2005; the Collateral Assignment of Membership
Interest in TALX Tax Credits and Incentives, LLC by TALX Corporation dated
December 15, 2005; the Collateral Assignment of Membership Interest in
Management Insight Incentives, LLC by TALX Tax Credits and Incentives, LLC dated
December 15, 2005; and the Stock Pledge of the Stock of Performance Assessment
Network, Inc., a Delaware corporation, dated April 6, 2006.

PRIME RATE --on any day, the rate of interest per annum then most recently
established by Administrative Agent as its Prime Rate. Such rate is a general
reference rate of interest, may not be related to any other rate, and may not be
the lowest or best rate actually charged by Administrative Agent to any customer
or a favored rate and may not correspond with future increases or decreases in
interest rates charged by other lenders or market interest rates in general.

PRIOR ACQUISITION - means the acquisition of the assets or stock or Glick &
Glick Consultants, LLC, Jon-Jay Associates, Inc., Employers Unity, Inc.,
Business Incentives, Inc. and Performance Assessment Network, Inc.

                                       92


PROFORMA FINANCIAL STATEMENTS -- the proforma financial statements referred to
in Section 10.1.2.

PROPOSED NEW LENDER -- is defined in Section 3.4.3.

PRO-RATA SHARE -- with respect to each Lender's obligation to make Revolving
Loans, participate in Letters of Credit, reimburse the Letter of Credit Issuer,
and receive payments of principal, interest, fees, costs, and expenses with
respect thereto, (x) prior to the Aggregate Revolving Loan Commitment being
terminated or reduced to zero, the percentage obtained by dividing (i) such
Lender's Revolving Loan Commitment, by (ii) the Aggregate Revolving Loan
Commitment of all Lenders; and (y) from and after the time the Aggregate
Revolving Loan Commitment has been terminated or reduced to zero, the percentage
obtained by dividing (i) the sum of the aggregate unpaid principal amount of
such Lender's Revolving Loans (after settlement and repayment of all Swingline
Loans by the Lenders) and such Lender's Letter of Credit Exposure, by (ii) the
sum of the aggregate unpaid principal amounts of all Revolving Loans (after
settlement and repayment of all Swingline Loans by the Lenders) and the
aggregate Letter of Credit Exposure.

RATE AGREEMENT -- (a) any and all agreements, devices or arrangements (including
all schedules, amendments and supplements thereto and all documents and
confirming evidence now or hereafter exchanged between the counterparties
confirming the transactions governed by such agreements devices or arrangements)
designed to protect at least one of the parties thereto from the fluctuations of
interest rates, exchange rates or forward rates applicable to such party's
assets, liabilities or exchange transactions, including, but not limited to,
Dollar-denominated or cross-currency interest rate exchange agreements, forward
currency exchange agreements, interest rate cap or collar protection agreements,
forward rate currency or interest rate options, puts, warrants and those
commonly known as interest rate "swap" agreements; and (b) any and all
cancellations, buybacks, reversals, terminations or assignments of any of the
foregoing.

REGULATION D, REGULATION T, REGULATION U and REGULATION X -- respectively,
Regulation D issued by the FRB, Regulation T issued by the FRB, Regulation U
issued by the FRB and Regulation X issued by the FRB.

REPORTABLE EVENT -- a reportable event as defined in Title IV of ERISA or the
regulations thereunder.

REPRESENTATIONS AND WARRANTIES -- The representations and warranties made by any
Covered Person with respect to itself and any other Covered Persons in Section
12, and the representations and warranties made in any other Loan Document or
certificate, report or opinion delivered by Borrower, any Guarantor, or any
other Covered Person pursuant to the Loan Documents, as such representations and
warranties are modified from time to time as provided in Section 13.

REPURCHASES -- Borrower's repurchase, from time to time, of its issued and
outstanding capital stock which was sold pursuant to transactions that are
registered under the Securities Act of 1933 or that are exempt therefrom.

REQUIRED LENDERS -- defined in Section 2.4.

                                       93


RESPONSIBLE OFFICER -- as to any Person that is not an individual, partnership,
limited liability company or trust, the Chairman of the Board of Directors, the
President, the chief executive officer, the chief operating officer, the chief
financial officer, the Treasurer, any Assistant to the Treasurer, or any Vice
President in charge of a principal business unit; as to any partnership, any
individual who is a general partner thereof or any individual who has general
management or administrative authority over all or any principal unit of the
partnership's business; as to any limited liability company, any managing
member, or manager, any individual who has general management or administrative
authority over all or any principal unit of the limited liability company's
business; and as to any trust, any individual who is a trustee.

REVOLVING LOAN -- any Lender's Pro-Rata Share of the Aggregate Revolving Loan.

REVOLVING LOAN ADVANCE -- an Advance by Administrative Agent that is to be
funded by Lenders under the Aggregate Revolving Loan Commitment.

REVOLVING LOAN COMMITMENT -- the commitment of each Lender as stated in Section
3.1.1. to fund Revolving Loan Advances.

REVOLVING LOAN MATURITY DATE - April 14, 2010, unless sooner accelerated in
accordance with the terms of this Agreement.

REVOLVING LOAN UNUSED FEE -- the fee described in Section 5.2.

REVOLVING NOTE -- any note delivered to a Lender as required by Section 3.1.3 to
evidence Borrower's obligation to repay such Lender's Revolving Loan.

SECOND AMENDED AND RESTATED LOAN AGREEMENT -- is defined in the preamble to this
Agreement.

SECURITY AGREEMENTS - means, collectively, the following documents: the Security
Agreement dated March 27, 2002 executed by Borrower; the Security Agreement
dated March 27, 2002 executed by TALX UCM Services, Inc. (f/k/a James E. Frick,
Inc.), a Missouri corporation; the Security Agreement dated March 27, 2002
executed by TALX FasTime Services, Inc (f/k/a Ti3,Inc.) a Texas Corporation; the
Security Agreement dated March 31, 2004, executed by TALX Employer Services,
LLC, a Missouri limited liability company; the Security Agreement dated October
15, 2004, executed by UI Advantage, Inc., a Maryland corporation; the Security
Agreement dated October 15, 2004, executed by TBT Enterprises, Incorporated, a
Maryland corporation; the Security Agreement dated October 25, 2004, by Net
Profit, Inc., a South Carolina Corporation; the Collateral Assignment of, and
Security Interest in, Lessee's Interest in Lease, dated May 28, 2004, executed
by TALX UCM Services, Inc., a Missouri corporation; the Collateral Assignment
of, and Security Interest in, Lessee's Interest in Lease dated May 28, 2004,
executed by Borrower, the Stock Pledge of Ti3 stock dated March 27, 2002
executed by Borrower; the Stock Pledge of TALX UCM Services, Inc. stock dated
March 26, 2003 executed by Borrower; the Stock Pledge of UI Advantage, Inc., a
Maryland corporation dated October 15, 2004, executed by Borrower; the Stock
Pledge of TBT Enterprises, Incorporated dated October 15, 2004, executed by
Borrower; the Stock Pledge of Net Profit, Inc., a South Carolina corporation,
dated October 25, 2004, by Borrower; the Grant of Security Interest in
Intellectual Property dated March 27, 2002 by Borrower; the Grant of

                                       94


Security Interest in Intellectual Property dated March 27, 2002 by TALX UCM
Services, Inc. (f/k/a James E. Frick, Inc.), a Missouri corporation; the Grant
of Security Interest in Intellectual Property dated March 31, 2004 executed by
Borrower; the Grant of Security Interest in Intellectual Property dated March
31, 2004, by TALX FasTime Services, Inc., a Texas corporation; the Grant of
Security Interest dated March 31, 2004, by TALX UCM Services, Inc. (f/k/a James
E. Frick, Inc.), a Missouri corporation; the Grant of Security Interest in
Intellectual Property dated October 25, 2004, by Net Profit, Inc., a South
Carolina corporation; and the Trademark Assignment by Net Profit Inc., a South
Carolina corporation, dated October 25, 2004; and Security Agreement dated April
20, 2005, executed by Jon-Jay Associates, Inc., a Massachusetts corporation;
Security Agreement dated April 26, 2005, by TALX Tax Incentive Services, LLC, a
Missouri limited liability company; and Security Agreement dated November 1,
2005, executed by Unemployment Services, LLC, a Missouri limited liability
company; the Security Agreement dated December 15, 2005, by TALX Tax Credits and
Incentives, LLC, a Missouri limited liability company; the Security Agreement
dated December 15, 2005, by Management Insight Incentives, LLC, a Missouri
limited liability company; the Security Agreement dated April 6, 2006 by
Performance Assessment Network, Inc., a Delaware corporation; and the Grant of
Security Interest in Intellectual Property dated April 6, 2006 by Performance
Assessment Network, Inc., a Delaware corporation.

SECURITY INTEREST -- as to any item of tangible or intangible property, any
interest therein or right with respect thereto that secures an Obligation or
Indirect Obligation, whether such interest or right is created under a Contract,
or by operation of law or statute (such as but not limited to a statutory lien
for work or materials), or as a result of a judgment, or which arises under any
form of preferential or title retention agreement or arrangement (including a
conditional sale agreement or a lease) that has substantially the same economic
effect as any of the foregoing.

SELLER -- any Person who is a party to any Permitted Acquisition other than
Borrower or a Covered Person.

SELLING LENDER(S) -- is defined in Section 3.4.4.

SENIOR INDEBTEDNESS -- is defined in Section 16.1.

SOLVENT -- as to any Person, such Person not being "insolvent" within the
meaning of Section 101(32) of the Bankruptcy Code, Section 2 of the Uniform
Fraudulent Transfer Act (the "UFTA") or Section 3 of the Illinois Uniform
Fraudulent Transfer Act set forth in Section 160/3 of the Illinois Compiled
Statutes (1996) (the "Illinois UFTA"), (ii) such Person not having unreasonably
small capital, within the meaning of Section 548 of the Bankruptcy Code, Section
4 of the UFTA, or Section 5 of the Illinois UFTA, and (iii) such Person not
being unable to pay such Person's debts as they become due within the meaning of
Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the
Illinois UFTA.

SUBSIDIARY -- as to any Person, another Person with respect to which more than
50% of the outstanding shares of stock or other equity interests of each class
having ordinary voting power (other than stock having such power only by reason
of the happening of a contingency) is at the time owned by such Person or by one
or more Subsidiaries of such Person; provided, that Johnson shall not be
considered a Subsidiary of any Person for purposes of this Agreement so

                                       95


long as the book value of Johnson's total assets reflected on a balance sheet
prepared in accordance with GAAP (other than goodwill and related intangible
assets recorded in connection with the acquisition of Johnson) does not exceed
two million five hundred thousand and 00/100 ($2,500,000.00); provided, further
that TALX Limited, a company organized under the laws of England, shall not be
considered a Subsidiary of any Person for purposes of this Agreement so long as
it is not conducting any business.

SURVIVING COMPANY -- as applicable, either (i) the Person that will own the
assets to be acquired from a Target Company in a Permitted Acquisition upon the
consummation thereof, or (ii) the survivor of the merger of an Acquiring Company
with the Target Company in a Permitted Acquisition upon the consummation
thereof.

SWINGLINE -- is defined in Section 3.5.

SWINGLINE FACILITY -- is defined in Section 3.5.

SWINGLINE LOAN -- is defined in Section 3.5.

SWINGLINE LOAN EXPOSURE -- the aggregate principal amount of all outstanding
Swingline Loans issued under the Swingline Facility.

SWINGLINE NOTE -- is defined in Section 3.5.

TARGET COMPANY -- the Person whose assets or stock, membership interests, or
other equity interests will be acquired in a Permitted Acquisition upon the
consummation thereof, or if applicable, with which an Acquiring Company will
merge in a Permitted Acquisition upon the consummation thereof.

TAX -- as to any Person, any tax, duty, impost, deduction, charges,
withholdings, assessment, fee, or other charge 1evied by a Governmental
Authority (and all liabilities associated therewith) on the income or property
of such Person, including any interest or penalties thereon, and which is
payable by such Person.

TOTAL INDEBTEDNESS -- is defined in Section 16.1.

UCC -- the Uniform Commercial Code as in effect from time to time in the State
of Illinois or such other similar statute as in effect from time to time in
Illinois or any other appropriate jurisdiction.

UNITED STATES -- when used in a geographical sense, all the states of the United
States of America and the District of Columbia; and when used in a legal
jurisdictional sense, the government of the country that is the United States of
America.

WAGE AND HOUR LAWS -- the Davis-Bacon Act, the Service Contract Act, the
Contract Work Hours & Safety Standards Act and any other federal Law governing
wage compensation or hours of work.

WELFARE BENEFIT PLAN -- any plan described by Section 3(1) of ERISA.

                                       96


                                    EXHIBIT 3

                LENDERS, LENDERS' COMMITMENTS AND PRO-RATA SHARES



                     LENDER                        REVOLVING LOAN COMMITMENTS
- ------------------------------------------------   --------------------------
                                                
LaSalle Bank National Association                      $     45,000,000
Southwest Bank of St. Louis                            $     35,000,000
National City Bank of the  Midwest                     $     25,000,000
Fifth Third Bank                                       $     17,500,000
Merrill Lynch Capital, a Division of
Merrill Lynch Business Financial Services Inc.         $     17,500,000
First Bank                                             $     10,000,000
AGGREGATE COMMITMENT                                   $ 150,000,000.00




                                  EXHIBIT 3.4.1

                            COMMITMENT AND ACCEPTANCE

                                      Date

LaSalle Bank National Association
One North Brentwood, Suite 950
St. Louis, Missouri 63105
Attention: [____________]

Ladies and Gentlemen:

      Reference is hereby made to that certain Third Amended and Restated Loan
Agreement dated May 25, 2006 by and among TALX Corporation, as Borrower, the
financial institutions party thereto as Lenders and LaSalle Bank National
Association, in its individual capacity as a Lender and as Agent (as amended,
restated, supplemented or otherwise modified, the "Loan Agreement"). Defined
terms used herein and not otherwise defined herein shall have the meanings given
to them in the Loan Agreement.

      Pursuant to Section 3.4.1 of the Loan Agreement, the Borrower has
requested an increase in the Aggregate Revolving Loan Commitment in the amount
of $__________ from $____________ to $____________. Such increase in the
Aggregate Revolving Loan Commitment is to become effective on the date (the
"Effective Date") which is the later of (i) __________, _____ and (ii) the date
on which the conditions precedent set forth in Section 3.4.1 in respect of such
increase have been satisfied. In connection with such requested increase in the
Aggregate Revolving Loan Commitment, the Administrative Agent and
_______________ (the "Accepting Bank") hereby agree as follows:

      1. Effective as of the Effective Date, the Accepting Bank shall become a
party to the Loan Agreement as a Lender and shall have all of the rights and
obligations of a Lender thereunder and shall thereupon have a [Revolving Loan
Commitment under and for purposes of the Loan Agreement in an amount equal to
the] or [the Revolving Loan Commitment of the Accepting Bank under the Loan
Agreement shall be increased from $_________ to the] amount set forth opposite
the Accepting Bank's name on the signature page hereof.

      2. The Accepting Bank hereby (i) confirms that it has received a copy of
the Loan Agreement, together with copies of such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into this Commitment and Acceptance agreement; (ii) agrees that it will,
independently and without reliance upon the Administrative Agent or any other
Lender and based on such documents and information as it shall deemed
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Agreement; (iii) appoints and authorizes the
Administrative Agent to take such action as contractual representative on its
behalf and to exercise such powers under



the Loan Agreement and the other Loan Documents as are delegated to the
Administrative Agent by the terms thereof, together with such powers as are
reasonably incidental thereto; and (iv) agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Loan Agreement and the Intercreditor Agreement are required to be performed by
it as a Lender.

      Revolving Loan Commitment:        [Name of Lender]

      $______________

                                        By: ____________________________________

                                            Name: ______________________________

                                            Title:______________________________


                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Administrative Agent

                                        By: ____________________________________

                                            Name: ______________________________

                                            Title:______________________________


                                        TALX CORPORATION,
                                        as Borrower

                                        By: ____________________________________

                                            Name: ______________________________

                                            Title:______________________________



                                  EXHIBIT 7.10
                            LOAN REQUEST CERTIFICATE
                                (REVOLVING LOAN)

To: LaSalle Bank Nation Association
From: TALX Corporation (the "Company")

      This Loan Request Certificate is delivered pursuant to the Third Amended
and Restated Loan Agreement (the "Loan Agreement") dated May 25, 2006 by and
among LaSalle Bank National Association, as a Lender and as Administrative Agent
("Agent"), and the other lender parties thereto and TALX Corporation
("Borrower"). All terms used herein shall have the meaning set forth in the Loan
Agreement.

The undersigned hereby gives irrevocable notice of a request for a borrowing as
follows:

                                                                  
1.    New Loan Request: The undersigned hereby requests Lender to make
      and disburse a Loan to Borrower in the amount of:                 $_________________________________

2.    INTEREST RATE REQUESTED:  The undersigned hereby elects           (1)      _______ Adjusted Base Rate
      for interest to accrue on the Revolving Loan requested herein on  (2)      _______ One-month Eurodollar
      the basis of (Select One):                                        (3)      _______ Two-month Eurodollar
                                                                        (4)      _______ Three-month Eurodollar
                                                                        (5)      _______ Six-month Eurodollar

3.    ADVANCE DATE REQUESTED:                                           ________________________________



      The undersigned hereby represents, warrants, ratifies and confirms that,
on the date hereof and as of the date of the advance as set forth above, all
representations and warranties of Borrower contained in the Loan Agreement are
true and correct, that Borrower is in compliance with all covenants of Borrower
contained in the Loan Agreement, that no Event of Default under the Loan
Agreement has occurred and is continuing and no event that but for the passage
of time or the giving of notice would be an Event of Default under the Loan
Agreement has occurred and is continuing, that all information contained in this
Loan Request Certificate is true and correct and that the new loan request
amount set forth above does not exceed the Maximum Available Amount.

EXECUTED this _____ day of ______________________, 200__.

                                           TALX CORPORATION,
                                           a Missouri corporation

                                           By:  ________________________________
                                           Name:  ______________________________
                                           Title: ______________________________



                                 EXHIBIT 10.1.1
                         DOCUMENTS AND REQUIREMENTS LIST

                                Closing Checklist



                                   EXHIBIT 12

                         DISCLOSURE SCHEDULE OF BORROWER



                                  EXHIBIT 14.14
                         FORM OF COMPLIANCE CERTIFICATE

TO: LaSalle Bank National Association, as Administrative Agent

This Compliance Certificate is furnished pursuant to that certain Third Amended
and Restated Loan Agreement dated as of May 25, 2006 (as it may be amended,
modified, restated or replaced from time to time, the Loan Agreement), among
TALX Corporation (referred to herein both collectively and individually as
Borrower), LaSalle Bank National Association, as Administrative Agent
(Administrative Agent) and the Lenders as defined in the Loan Agreement
(Lenders). Unless otherwise defined herein, capitalized terms used in this
Compliance Certificate have the meanings defined in the Loan Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

      1.    I am the Chief Financial Officer of Borrower.

      2.    I have reviewed the terms of the Loan Agreement and the Loan
            Documents and I have made, or have caused to be made under my
            supervision, a review of the transactions and conditions of Borrower
            and each other Covered Person during the accounting period covered
            by the attached Financial Statements.

      3.    The examinations described in paragraph 2 did not disclose, and I
            have no knowledge of, the existence of any condition or event which
            constitutes an Default or Event of Default as of the date of this
            Compliance Certificate; and to my knowledge all of the
            Representations and Warranties (including those of each Guarantor in
            its Guaranty) are true in all material respects.

      4.    

              ended _____, which are complete and
            correct in all material respects (subject to normal year-end audit
            adjustments) and have been prepared in accordance with GAAP applied
            consistently throughout the period and with prior periods (except as
            disclosed therein).>

      5.    Borrower and every other Covered Person is in compliance with all of
            the covenants in the Loan Agreement, including the financial
            covenants in Section 16, and Schedule II attached hereto contains
            calculations based on Borrower's financial statements and other
            financial records that show Borrower's compliance with such
            financial covenants. The calculations and the data upon which they
            are based are believed by me to be complete and correct.

This Compliance Certificate, together with the Schedules hereto, is executed and
delivered this day of _____________________.

                                     By: _______________________________________
                                     Print Name: _______________________________
                                     Title: ____________________________________



                      SCHEDULE I TO COMPLIANCE CERTIFICATE

                        SEE CURRENT FINANCIAL STATEMENTS.



                      SCHEDULE II TO COMPLIANCE CERTIFICATE

All calculations done in accordance with GAAP on a consolidated basis, in
accordance with the provisions of the Third Amended and Restated Loan Agreement
and based on the period ended __________________. Any inconsistencies between
the descriptions of the items set forth in this Schedule II and the terms of any
of Sections 16.1 through 16.6 shall be resolved in favor of the terms set forth
in Sections 16.1 through 16.6. Reference should be made to Sections 16.1 through
16.6 of the Second Amended and Restated Loan Agreement for more specific
instructions regarding the calculation periods and how the components of the
financial covenants should be calculated.

                                                                                                     
I. EBITDA (for preceding four fiscal quarters) (Section 16.1):

                  (i)      Net Income                                                                      $_________

                  (ii)     Interest Expense                                                                $_________

                  (iii)    Federal, State and Local Income Tax expense accrued for
                           as a liability                                                                  $_________

                  (iv)     Amortization of good will and other intangible assets
                           and depreciation expense taken or accrued for in such
                           period, without duplication                                                     $_________

                  (v)      Extraordinary losses in such period incurred or accrued
                           for in such period, without duplication                                         $_________

                  (vi)     Share based compensation expense                                                $_________

                  (vii)    Sums related to consummation of Prior Acquisitions
                           ($2,700,000.00, $1,675,000.00, $650,000.00, or
                           $325,000.00, if applicable)                                                     $_________

                  (viii)   Sum of Items (i) through (vii)                                                  $_________

                  (ix)     Extraordinary income/gain in such period incurred or
                           accrued for in such period, without duplication                                 $_________

                  (x)      Items (viii) minus Item (ix) -- EBITDA                                          $_________

II. EBIT (for preceding four fiscal quarters) (Section 16.1):

                  (i)      Net Income                                                                      $_________

                  (ii)     Interest Expense                                                                $_________





                                                                                                     
                  (iii)    Federal, State and Local Income Tax expense accrued for
                           as a liability                                                                  $_________

                  (iv)     Share based compensation expense                                                $_________

                  (v)      Sums related to consummation of Prior Acquisitions
                           ($2,700,000.00, $1,675,000.00, $650,000.00, or $325,000.00, if
                           applicable)                                                                     $_________

                  (vi)     Sum of Items (i) through (v) - EBIT                                             $_________

III. MINIMUM INTEREST COVERAGE (for preceding four fiscal quarters) (Section
16.3)

         A.       EBIT (for preceding four fiscal quarters per Item II (vi))                               $_________

                  Less:    (i)    Dividends                                                                $_________

                           (ii)   Federal, State and Local Income Tax expense
                                  accrued for as a liability                                               $_________

         B.       Subtotal (EBIT minus (i) and (ii))                                                       $_________

         C.       Interest Expense                                                                         $_________

         D.       Ratio of Item B to Item C                                                                ______: 1.0

         E.       Minimum ratio required by Section 16.3: 2.0 to 1.

IV. TOTAL INDEBTEDNESS TO EBITDA (for preceding four fiscal quarters) (Section
16.4)

         A.       Total Indebtedness                                                                       $_________

         B.       EBITDA (for preceding four fiscal quarters per Item I (xiii))                            $_________

         C.       Ratio of Item A to Item B                                                                ______: 1.0

         D.       Maximum Ratio of Total Indebtedness to EBITDA permitted by
                  Section 16.4: 2.50 to 1; provided that, notwithstanding the
                  foregoing, for the fiscal quarters ending June 30, 2006 and
                  September 30, 2006, the Borrower's ratio of Total Indebtedness
                  to EBITDA shall not be greater than 2.75 to 1.

V. MINIMUM EBITDA (for preceding four fiscal quarters) (Section 16.6)

         A.       EBITDA (for preceding four fiscal quarters per Item 1 (xiii))                            $_________

         B.       75% EBITDA of Permitted Acquisitions                                                     $_________

         C.       Minimum EBITDA  required by Section 16.6: commencing with the quarter
                  ending June 30, 2006, $60,400,000 plus 75% EBITDA of Permitted
                  Acquisitions                                                                             $_________





                                 EXHIBIT 20.4.1
                                      FORM

                            ASSIGNMENT AND ACCEPTANCE

                           DATED: ___________, ______

      Third Amended and Restated Loan Agreement dated as of May 25, 2006 (as it
may be amended, modified, restated or replaced from time to time, the Loan
Agreement) among TALX Corporation (referred to herein both collectively and
individually as Borrower), LaSalle Bank National Association, as Administrative
Agent (Administrative Agent) and the Lenders as defined in the Loan Agreement
(Lenders). Terms defined in the Loan Agreement are used herein with the same
meaning.

The Assignor and the Assignee referred to on Schedule 1 agree as follows:

1.    The Assignor hereby sells and assigns to the Assignee, without recourse
      and without representation or warranty except as expressly set forth
      herein, and the Assignee hereby purchases and assumes from the Assignor,
      an interest in and to the Assignor's rights and obligations under the Loan
      Agreement and the other Loan Documents as of the date hereof equal to the
      percentage interest specified on Schedule 1 of all outstanding rights and
      obligations under the Loan Agreement and the other Loan Documents. After
      giving effect to such sale and assignment, the Assignee's Commitment and
      the amount of the Loans owing to the Assignee will be as set forth on
      Schedule 1.

2.    The Assignor (i) represents and warrants that it is the legal and
      beneficial owner of the interest being assigned by it hereunder and that
      such interest is free and clear of any adverse claim; (ii) makes no
      representation or warranty and assumes no responsibility with respect to
      any statements, warranties or representations made in or in connection
      with the Loan Documents or the execution, legality, validity,
      enforceability, genuineness, sufficiency or value of the Loan Documents or
      any other instrument or document furnished pursuant thereto; (iii) makes
      no representation or warranty and assumes no responsibility with respect
      to the financial condition of any Covered Person or the performance or
      observance by any Covered Person of any of its obligations under the Loan
      Documents or any other instrument or document furnished pursuant thereto;
      and (iv) attaches the Note(s) held by the Assignor and requests that
      Administrative Agent exchange such Note(s) for new Note(s) payable to
      the order of the Assignee in an amount equal to the Commitment assumed by
      the Assignee pursuant hereto and to the Assignor in an amount equal to the
      Commitment retained by the Assignor, if any, as specified on Schedule 1.

3.    The Assignee (i) confirms that it has received a copy of the Loan
      Agreement, together with copies of the financial statements referred to in
      Section thereof and such other documents and information as it has deemed
      appropriate to make its own credit analysis and decision to enter into
      this Assignment and Acceptance; (ii) agrees that it will, independently
      and without reliance upon Administrative Agent, the Assignor or any other



      Lender and based on such documents and information as it shall deem
      appropriate at the time, continue to make its own credit decisions in
      taking or not taking action under the Loan Agreement; (iii) confirms that
      it is an Eligible Assignee; (iv) appoints and authorizes Administrative
      Agent to take such action as agent on its behalf and to exercise such
      powers and discretion under the Loan Agreement as are delegated to
      Administrative Agent by the terms thereof, together with such powers and
      discretion as are reasonably incidental thereto; (v) agrees that it will
      perform in accordance with their terms all of the obligations that by the
      terms of the Loan Agreement and the Intercreditor Agreement are required
      to be performed by it as a Lender; and (vi) attaches any U.S. Internal
      Revenue Service or other forms required under Section

4.    Following the execution of this Assignment and Acceptance, it will be
      delivered to Administrative Agent for acceptance and recording by
      Administrative Agent. The effective date for this Assignment and
      Acceptance (the Effective Date) shall be the date of acceptance hereof by
      Administrative Agent, unless otherwise specified on Schedule 1.

5.    Upon such acceptance and recording by Administrative Agent, as of the
      Effective Date, (i) the Assignee shall be a party to the Loan Agreement
      and the Intercreditor Agreement and, to the extent provided in this
      Assignment and Acceptance, have the rights and obligations of a Lender
      thereunder and (ii) the Assignor shall, to the extent provided in this
      Assignment and Acceptance, relinquish its rights and be released from its
      obligations under the Loan Agreement.

6.    Upon such acceptance and recording by Administrative Agent, from and after
      the Effective Date, Administrative Agent shall make all payments under the
      Loan Agreement and the Notes in respect of the interest assigned hereby
      (including, without limitation, all payments of principal, interest and
      commitment fees with respect thereto) to the Assignee. The Assignor and
      Assignee shall make all appropriate adjustments in payments under the Loan
      Agreement and the Notes for periods prior to the Effective Date directly
      between themselves.

7.    This Assignment and Acceptance shall be governed by, and construed in
      accordance with, the laws of the State of Illinois.

8.    This Assignment and Acceptance may be executed in any number of
      counterparts and by different parties hereto in separate counterparts,
      each of which when so executed shall be deemed to be an original and all
      of which taken together shall constitute one and the same agreement.
      Delivery of an executed counterpart of Schedule 1 to this Assignment and
      Acceptance by telecopier shall be effective as delivery of a manually
      executed counterpart of this Assignment and Acceptance.

      IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1
to this Assignment and Acceptance to be executed by their officers thereunto
duly authorized as of the date specified thereon.



                                                                   EXHIBIT 10.45

                                   SCHEDULE 1
                                       to
                            ASSIGNMENT AND ACCEPTANCE
                                                           
Percentage interest assigned:                                  ___________%

Assignee's Commitment:                                        $___________

Aggregate outstanding principal amount of Loans assigned:     $___________

Principal amount of Note payable to Assignee:                 $___________

Principal amount of Note payable to Assignor:                 $___________

Effective Date (if other than date of acceptance by Administrative Agent):
                                                              * __________, ______



                                     [NAME OF ASSIGNOR], as Assignor

                                     By: _____________________________________
                                     Title: __________________________________

                                     Dated: _____________________________, ___

                                     [NAME OF ASSIGNEE], as Assignee

                                     By: _____________________________________
                                     Title: __________________________________

                                     Applicable Lending Office:



*This date should be no earlier than five Business Days after the delivery of
this Assignment and Acceptance to Administrative Agent.

Accepted [and Approved]
This __________ day of _______________, _____

LaSalle Bank National Association, as Administrative Agent

By:    __________________________________
Title: __________________________________

Accepted [and Approved]**
This __________ day of _______________, _____

TALX Corporation,

By:    __________________________________
Title: __________________________________

**Approval of Borrower required only if there is no Existing Default

EX-10.46

                                                                   EXHIBIT 10.46

================================================================================

                                TALX CORPORATION

           $75,000,000 6.89% Senior Guaranteed Notes due May 25, 2014

                             -----------------------

                             NOTE PURCHASE AGREEMENT

                             -----------------------

                            Dated as of May 25, 2006

================================================================================



                                TABLE OF CONTENTS


SECTION                                                         HEADING                               PAGE
                                                                                                
SECTION 1.              AUTHORIZATION OF NOTES....................................................     1

SECTION 2.              SALE AND PURCHASE OF NOTES................................................     1

SECTION 3.              CLOSING...................................................................     2

SECTION 4.              CONDITIONS TO CLOSING.....................................................     2

        Section 4.1.    Representations and Warranties............................................     2
        Section 4.2.    Performance; No Default...................................................     2
        Section 4.3.    Compliance Certificates...................................................     2
        Section 4.4.    Opinions of Counsel.......................................................     3
        Section 4.5.    Purchase Permitted by Applicable Law, Etc.................................     3
        Section 4.6.    Sale of Other Notes.......................................................     3
        Section 4.7.    Payment of Special Counsel Fees...........................................     3
        Section 4.8.    Private Placement Number..................................................     3
        Section 4.9.    Changes in Limited Liability Company or Corporate Structure...............     3
        Section 4.10.   Funding Instructions......................................................     4
        Section 4.11.   Proceedings and Documents.................................................     4
        Section 4.12.   Bank Credit Agreement.....................................................     4
        Section 4.13.   Subsidiary Guarantee Agreement............................................     4
        Section 4.14.   Intercreditor Agreement...................................................     4

SECTION 5.              REPRESENTATIONS AND WARRANTIES OF THE COMPANY.............................     4

        Section 5.1.    Organization; Power and Authority.........................................     4
        Section 5.2.    Authorization, Etc........................................................     4
        Section 5.3.    Disclosure................................................................     5
        Section 5.4.    Organization and Ownership of Shares of Subsidiaries......................     5
        Section 5.5.    Financial Statements; Material Liabilities................................     6
        Section 5.6.    Compliance with Laws, Other Instruments, Etc..............................     6
        Section 5.7.    Governmental Authorizations, Etc..........................................     6
        Section 5.8.    Litigation; Observance of Agreements, Statutes and Orders.................     6
        Section 5.9.    Taxes.....................................................................     7
        Section 5.10.   Title to Property; Leases.................................................     7
        Section 5.11.   Licenses, Permits, Etc....................................................     7
        Section 5.12.   Compliance with ERISA.....................................................     8
        Section 5.13.   Private Offering by the Company...........................................     8
        Section 5.14.   Use of Proceeds; Margin Regulations.......................................     9
        Section 5.15.   Existing Indebtedness; Future Lien........................................     9




                                                                                                
        Section 5.16.   Foreign Assets Control Regulations, Etc...................................    10
        Section 5.17.   Status under Certain Statutes.............................................    10
        Section 5.18.   Environmental Matters.....................................................    10
        Section 5.19.   Pari Passu Ranking........................................................    11

SECTION 6.              REPRESENTATIONS OF THE PURCHASER..........................................    11

        Section 6.1.    Purchase for Investment...................................................    11
        Section 6.2.    Source of Funds...........................................................    11

SECTION 7.              INFORMATION AS TO COMPANY.................................................    13

        Section 7.1.    Financial and Business Information........................................    13
        Section 7.2.    Officer's Certificate.....................................................    16
        Section 7.3.    Visitation................................................................    16
        Section 7.4.    Limitation on Disclosure Obligation.......................................    17

SECTION 8.              PAYMENT AND PREPAYMENT OF THE NOTES.......................................    17

        Section 8.1.    Required Prepayments......................................................    17
        Section 8.2.    Optional Prepayments with Make-Whole Amount...............................    17
        Section 8.3.    Prepayment of Notes Upon Change of Control................................    18
        Section 8.4.    Allocation of Partial Prepayments.........................................    19
        Section 8.5.    Maturity; Surrender, Etc..................................................    19
        Section 8.6.    Purchase of Notes.........................................................    19
        Section 8.7.    Make-Whole Amount.........................................................    19
        Section 8.8.    Prepayment in Connection with Sales of Assets.............................    20

SECTION 9.              AFFIRMATIVE COVENANTS.....................................................    21

        Section 9.1.    Compliance with Law.......................................................    21
        Section 9.2.    Insurance.................................................................    21
        Section 9.3.    Maintenance of Properties.................................................    21
        Section 9.4.    Payment of Taxes and Claims...............................................    22
        Section 9.5.    Limited Liability Company and Corporate Existence, Etc....................    22
        Section 9.6.    Books and Records.........................................................    22
        Section 9.7.    Additional Subsidiary Guarantors..........................................    22
        Section 9.8.    Release of Subsidiary Guarantors..........................................    23
        Section 9.9.    Pari Passu Ranking........................................................    23
        Section 9.10.   Additional Interest.......................................................    23

SECTION 10.             NEGATIVE COVENANTS........................................................    24

        Section 10.1.   Transactions with Affiliates..............................................    24
        Section 10.2.   Consolidated Net Worth....................................................    24
        Section 10.3.   Consolidated Debt Coverage................................................    24
        Section 10.4.   Fixed Charge Coverage.....................................................    24
        Section 10.5.   Priority Debt.............................................................    24
        Section 10.6.   Liens.....................................................................    25



                                      -ii-



                                                                                                
        Section 10.7.   Merger, Consolidation, Etc................................................    27
        Section 10.8.   Sale of Assets............................................................    28
        Section 10.9.   Subsidiary Indebtedness...................................................    29
        Section 10.10.  Nature of Business........................................................    29
        Section 10.11.  Terrorism Sanctions Regulations...........................................    30

SECTION 11.             EVENTS OF DEFAULT.........................................................    30

SECTION 12.             REMEDIES ON DEFAULT, ETC..................................................    32

        Section 12.1.   Acceleration..............................................................    32
        Section 12.2.   Other Remedies............................................................    33
        Section 12.3.   Rescission................................................................    33
        Section 12.4.   No Waivers or Election of Remedies, Expenses, Etc.........................    33

SECTION 13.             REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.............................    33

        Section 13.1.   Registration of Notes.....................................................    33
        Section 13.2.   Transfer and Exchange of Notes............................................    34
        Section 13.3.   Replacement of Notes......................................................    34

SECTION 14.             PAYMENTS ON NOTES.........................................................    35

        Section 14.1.   Place of Payment..........................................................    35
        Section 14.2.   Home Office Payment.......................................................    35

SECTION 15.             EXPENSES, ETC.............................................................    35

        Section 15.1.   Transaction Expenses......................................................    35
        Section 15.2.   Survival..................................................................    36

SECTION 16.             SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT..............    36

SECTION 17.             AMENDMENT AND WAIVER......................................................    36

        Section 17.1.   Requirements..............................................................    36
        Section 17.2.   Solicitation of Holders of Notes..........................................    37
        Section 17.3.   Binding Effect, etc.......................................................    37
        Section 17.4.   Notes Held by Company, Etc................................................    37

SECTION 18.             NOTICES...................................................................    38

SECTION 19.             REPRODUCTION OF DOCUMENTS.................................................    38

SECTION 20.             CONFIDENTIAL INFORMATION..................................................    38



                                     -iii-



                                                                                                
SECTION 21.             SUBSTITUTION OF PURCHASER.................................................    40

SECTION 22.             MISCELLANEOUS.............................................................    40

        Section 22.1.   Successors and Assigns....................................................    40
        Section 22.2.   Payments Due on Non-Business Days.........................................    40
        Section 22.3.   Accounting Terms..........................................................    40
        Section 22.4.   Severability..............................................................    41
        Section 22.5.   Construction, Etc.........................................................    41
        Section 22.6.   Counterparts..............................................................    41
        Section 22.7.   Governing Law.............................................................    41
        Section 22.8.   Jurisdiction and Process; Waiver of Jury Trial............................    41

Signature.........................................................................................    43



                                      -iv-



                
SCHEDULE A         --    INFORMATION RELATING TO PURCHASERS

SCHEDULE B         --    DEFINED TERMS

SCHEDULE 4.9       --    Changes in Corporate Structure

SCHEDULE 5.3       --    Disclosure Materials

SCHEDULE 5.4       --    Subsidiaries of the Company and Ownership of Subsidiary Stock

SCHEDULE 5.5       --    Financial Statements

SCHEDULE 5.15      --    Existing Indebtedness

EXHIBIT 1          --    Form of 6.89% Senior Guaranteed Note due May 25, 2014

EXHIBIT 4.4(a)     --    Form of Opinion of Special Counsel for the Obligors

EXHIBIT 4.4(b)     --    Form of Opinion of Special Counsel for the Purchasers

EXHIBIT 4.13       --    Form of Subsidiary Guarantee Agreement

EXHIBIT 4.14       --    Form of Intercreditor Agreement



                                      -v-



                                TALX CORPORATION
                               11432 LACKLAND ROAD
                               ST. LOUIS, MO 63146

           $75,000,000 6.89% Senior Guaranteed Notes due May 25, 2014

                                                              As of May 25, 2006

TO EACH OF THE PURCHASERS LISTED IN
      SCHEDULE A HERETO:

Ladies and Gentlemen:

      TALX Corporation, a Missouri corporation (the "Company") agrees with each
of the purchasers whose names appear at the end hereof (each, a "Purchaser" and,
collectively, the "Purchasers") as follows:

SECTION 1. AUTHORIZATION OF NOTES.

      The Company will authorize the issue and sale of $75,000,000 aggregate
principal amount of its 6.89% Senior Guaranteed Notes due May 25, 2014 (the
"Notes," such term to include any such notes issued in substitution therefor
pursuant to Section 13). The Notes shall be substantially in the form set out in
Exhibit 1. Certain capitalized and other terms used in this Agreement are
defined in Schedule B; and references to a "Schedule" or an "Exhibit" are,
unless otherwise specified, to a Schedule or an Exhibit attached to this
Agreement.

SECTION 2. SALE AND PURCHASE OF NOTES.

      Subject to the terms and conditions of this Agreement, the Company will
issue and sell to each Purchaser and each Purchaser will purchase from the
Company, at the Closing provided for in Section 3, Notes in the principal amount
specified opposite such Purchaser's name in Schedule A at the purchase price of
100% of the principal amount thereof. The Purchasers' obligations hereunder are
several and not joint obligations and no Purchaser shall have any liability to
any Person for the performance or non-performance of any obligation by any other
Purchaser hereunder.

      Payment of the principal of or Make-Whole Amount if any and interest on
the Notes and the other amounts owing hereunder and under the other Financing
Agreements shall be unconditionally guaranteed, jointly and severally, by the
Subsidiary Guarantors pursuant to the Subsidiary Guarantee Agreement.



TALX Corporation                                         Note Purchase Agreement

SECTION 3. CLOSING.

            The sale and purchase of the Notes to be purchased by each Purchaser
shall occur at the offices of Chapman and Cutler LLP, 111 West Monroe Street,
Chicago, Illinois 60603, at 10:00 a.m., Chicago time, at a closing (the
"Closing") on May 25, 2006 or on such other Business Day thereafter as may be
agreed upon by the Company and the Purchasers. At the Closing the Company will
deliver to each Purchaser the Notes to be purchased by such Purchaser in the
form of a single Note (or such greater number of Notes in denominations of at
least $100,000 as such Purchaser may request) dated the date of the Closing and
registered in such Purchaser's name (or in the name of its nominee), against
delivery by such Purchaser to the Company or its order of immediately available
funds in the amount of the purchase price therefor by wire transfer of
immediately available funds for the account of the Company to account number
5800404260 at LaSalle Bank National Association, ABA number 071000505. If at the
Closing the Company shall fail to tender such Notes to any Purchaser as provided
above in this Section 3, or any of the conditions specified in Section 4 shall
not have been fulfilled to such Purchaser's satisfaction, such Purchaser shall,
at its election, be relieved of all further obligations under this Agreement,
without thereby waiving any rights such Purchaser may have by reason of such
failure or such nonfulfillment.

SECTION 4. CONDITIONS TO CLOSING.

            Each Purchaser's obligation to purchase and pay for the Notes to be
sold to such Purchaser at the Closing is subject to the fulfillment to such
Purchaser's satisfaction, prior to or at the Closing, of the following
conditions:

      Section 4.1. Representations and Warranties. The representations and
warranties of the Obligors in the Financing Agreements to which they are a party
shall be correct when made and at the time of the Closing.

      Section 4.2. Performance; No Default. The Obligors shall have performed
and complied with all agreements and conditions contained in this Agreement and
the other Financing Agreements to which they are a party required to be
performed or complied with by each of them prior to or at the Closing and after
giving effect to the issue and sale of the Notes (and the application of the
proceeds thereof as contemplated by Section 5.14) no Default or Event of Default
shall have occurred and be continuing. Neither any Obligor nor any Subsidiary
shall have entered into any transaction since the date of the Memorandum that
would have been prohibited by Section 10 had such Section applied since such
date.

      Section 4.3. Compliance Certificates.

            (a) Officer's Certificate. Each Obligor shall have delivered to such
Purchaser an Officer's Certificate, dated the date of the Closing, certifying
that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

            (b) Secretary's Certificate. Each Obligor shall have delivered to
such Purchaser a certificate of its Secretary or Assistant Secretary, dated the
date of Closing, certifying as to the

                                      -2-



TALX Corporation                                         Note Purchase Agreement

resolutions attached thereto and other limited liability company or corporate
proceedings relating to the authorization, execution and delivery of the
Financing Agreements to which it is a party.

      Section 4.4. Opinions of Counsel. Such Purchaser shall have received
opinions in form and substance satisfactory to such Purchaser, dated the date of
the Closing (a) from Bryan Cave LLP, special counsel for the Obligors, covering
the matters set forth in Exhibit 4.4(a) and covering such other matters incident
to the transactions contemplated hereby as such Purchaser or its counsel may
reasonably request (and the Obligors hereby instruct such counsel to deliver
such opinion to the Purchasers) and (b) from Chapman and Cutler LLP, the
Purchasers' special counsel in connection with such transactions, substantially
in the form set forth in Exhibit 4.4(b) and covering such other matters incident
to such transactions as such Purchaser may reasonably request.

      Section 4.5. Purchase Permitted by Applicable Law, Etc. On the date of the
Closing the Purchaser's purchase of Notes shall (a) be permitted by the laws and
regulations of each jurisdiction to which such Purchaser is subject, without
recourse to provisions (such as section 1405(a)(8) of the New York Insurance
Law) permitting limited investments by insurance companies without restriction
as to the character of the particular investment, (b) not violate any applicable
law or regulation (including, without limitation, Regulation T, U or X of the
Board of Governors of the Federal Reserve System) and (c) not subject such
Purchaser to any tax, penalty or liability under or pursuant to any applicable
law or regulation, which law or regulation was not in effect on the date hereof.
If requested by such Purchaser, such Purchaser shall have received an Officer's
Certificate certifying as to such matters of fact as such Purchaser may
reasonably specify to enable such Purchaser to determine whether such purchase
is so permitted.

      Section 4.6. Sale of Other Notes. Contemporaneously with the Closing, the
Company shall sell to each other Purchaser, and each other Purchaser shall
purchase, the Notes to be purchased by it at the Closing as specified in
Schedule A.

      Section 4.7. Payment of Special Counsel Fees. Without limiting the
provisions of Section 15.1, the Company shall have paid on or before the Closing
the reasonable fees, charges and disbursements of the Purchasers' special
counsel referred to in Section 4.4 to the extent reflected in a statement of
such counsel rendered to the Company at least one Business Day prior to the
Closing.

      Section 4.8. Private Placement Number. A Private Placement Number issued
by Standard & Poor's CUSIP Service Bureau (in cooperation with the Securities
Valuation Office of the National Association of Insurance Commissioners) shall
have been obtained for the Notes.

      Section 4.9. Changes in Limited Liability Company or Corporate Structure.
Except as specified in Schedule 4.9, no Obligor shall have changed its
jurisdiction of incorporation or organization, as applicable, or been a party to
any merger or consolidation or succeeded to all or any substantial part of the
liabilities of any other entity, at any time following the date of the most
recent financial statements referred to in Schedule 5.5.

                                      -3-



TALX Corporation                                         Note Purchase Agreement

      Section 4.10. Funding Instructions. At least three Business Days prior to
the date of such Closing, each Purchaser shall have received written
instructions signed by a Responsible Officer on letterhead of the Company
confirming the information specified in Section 3 including (i) the name and
address of the transferee bank, (ii) such transferee bank's ABA number and (iii)
the account name and number into which the purchase price for the Notes is to be
deposited.

      Section 4.11. Proceedings and Documents. All limited liability company or
corporate and other proceedings in connection with the transactions contemplated
by the Financing Agreements and all documents and instruments incident to such
transactions shall be reasonably satisfactory to such Purchaser and its special
counsel, and such Purchaser and its special counsel shall have received all such
counterpart originals or certified or other copies of such documents as such
Purchaser or such special counsel may reasonably request.

      Section 4.12. Bank Credit Agreement. The Company shall have delivered
evidence reasonably satisfactory to each of the Purchasers that all security
interests in the property of the Obligors securing the Bank Credit Agreement
shall have been released and, after giving effect to the application of the
proceeds of the Notes, the availability under the Bank Credit Agreement shall
have been reduced to $150,000,000 or less.

      Section 4.13. Subsidiary Guarantee Agreement. Each Subsidiary Guarantor
shall have executed and delivered (and each Purchaser shall have received an
original copy thereof) a Subsidiary Guarantee Agreement, and the Subsidiary
Guarantee Agreement shall be in full force and effect.

      Section 4.14. Intercreditor Agreement. The Intercreditor Agreement shall
have been executed and delivered by each of the parties thereto.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         The Company represents and warrants to each Purchaser that:

      Section 5.1. Organization; Power and Authority. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation, and is duly qualified as a foreign
corporation and is in good standing in each jurisdiction in which such
qualification is required by law, other than those jurisdictions as to which the
failure to be so qualified or in good standing could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. The Company
has the corporate power and authority to own or hold under lease the properties
it purports to own or hold under lease, to transact the business it transacts
and proposes to transact, to execute and deliver the Financing Agreements to
which it is a party, and to perform the provisions thereof.

      Section 5.2. Authorization, Etc. The Financing Agreements to which the
Company is a party have been duly authorized by all necessary corporate action
on the part of the Company, and this Agreement, and upon execution and delivery
thereof each Note and other Financing Agreement to which the Company is a party,
will constitute, a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except as such

                                      -4-



TALX Corporation                                         Note Purchase Agreement

enforceability may be limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally and (ii) general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).

      Section 5.3. Disclosure. The Company, through its agent, LaSalle Debt
Capital Markets has delivered to each Purchaser a copy of a Private Placement
Memorandum, dated April, 2006 (including the documents incorporated by reference
therein, the "Memorandum"), relating to the transactions contemplated hereby.
The Memorandum fairly describes, in all material respects, the general nature of
the business and principal properties of the Company and its Subsidiaries.
Except as disclosed in Schedule 5.3, this Agreement, the Memorandum, the
documents, certificates or other writings identified in Schedule 5.3 by or on
behalf of the Company in connection with the transactions contemplated hereby
and the financial statements listed in Schedule 5.5, in each case, delivered to
the Purchasers prior to May 8, 2006 (this Agreement, the Memorandum and such
documents, certificates or other writings and such financial statements being
referred to, collectively, as the "Disclosure Documents"), taken as a whole, do
not contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein not misleading in light
of the circumstances under which they were made. Except as disclosed in Schedule
5.3 and the Disclosure Documents, since March 31, 2005, there has been no change
in the financial condition, operations, business, properties or prospects of the
Company or any Subsidiary except changes that individually or in the aggregate
could not reasonably be expected to have a Material Adverse Effect. There is no
fact known to the Company that could reasonably be expected to have a Material
Adverse Effect that has not been set forth herein or in the Disclosure
Documents.

      Section 5.4. Organization and Ownership of Shares of Subsidiaries. (a)
Schedule 5.4 contains (except as noted therein) a complete and correct list of
the Company's Subsidiaries, showing, as to each Subsidiary, the correct name
thereof, the jurisdiction of its organization, and the percentage of shares of
each class of its capital stock or similar equity interests outstanding owned by
the Company and each other Subsidiary and whether such Subsidiary will on the
date of the Closing be a Subsidiary Guarantor.

            (b) All of the outstanding shares of capital stock or similar equity
interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company
and its Subsidiaries have been validly issued, are fully paid and nonassessable
and are owned by the Company or another Subsidiary free and clear of any Lien
(except as otherwise disclosed in Schedule 5.4).

            (c) Each Subsidiary identified in Schedule 5.4 is a limited
liability company, corporation or other legal entity duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization, and is duly qualified as a foreign limited liability company,
corporation or other legal entity and is in good standing in each jurisdiction
in which such qualification is required by law, other than those jurisdictions
as to which the failure to be so qualified or in good standing could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. Each such Subsidiary has the limited liability company,
corporate or other power and authority to own or hold under lease the properties
it

                                      -5-



TALX Corporation                                         Note Purchase Agreement

purports to own or hold under lease and to transact the business it transacts
and proposes to transact.

            (d) No Subsidiary is a party to, or otherwise subject to any legal,
regulatory, contractual or other restriction (other than the Financing
Agreements and customary limitations imposed by corporate law or similar
statutes) restricting the ability of such Subsidiary to pay dividends out of
profits or make any other similar distributions of profits to the Company or any
of its Subsidiaries that owns outstanding shares of capital stock or similar
equity interests of such Subsidiary.

      Section 5.5. Financial Statements; Material Liabilities. The Company has
delivered to each Purchaser copies of the consolidated financial statements of
the Company and its Subsidiaries listed on Schedule 5.5. All of said financial
statements (including in each case the related schedules and notes) fairly
present in all material respects the consolidated financial position of the
Company and its Subsidiaries, as of the respective dates specified in such
Schedule and the consolidated results of their operations and cash flows for the
respective periods so specified and have been prepared in accordance with GAAP
consistently applied throughout the periods involved except as set forth in the
notes thereto (subject, in the case of any interim financial statements, to
normal year-end adjustments and the absence of footnotes). The Company and its
Subsidiaries do not have any Material liabilities that are not disclosed on such
financial statements or otherwise disclosed in the Disclosure Documents.

      Section 5.6. Compliance with Laws, Other Instruments, Etc. The execution,
delivery and performance by the Company of the Financing Agreements to which it
is a party will not (i) contravene, result in any breach of, or constitute a
default under, or result in the creation of any Lien in respect of any property
of the Company or any Subsidiary under, any indenture, mortgage, deed of trust,
loan, purchase or credit agreement, Material lease, limited liability company or
corporate charter or operating agreement or by-laws, or any other Material
agreement or instrument to which the Company or any Subsidiary is bound or by
which the Company or any Subsidiary or any of their respective properties may be
bound or affected, (ii) conflict with or result in a breach of any of the terms,
conditions or provisions of any order, judgment, decree, or ruling of any court,
arbitrator or Governmental Authority applicable to the Company or any Subsidiary
or (iii) violate any provision of any statute or other rule or regulation of any
Governmental Authority applicable to the Company or any Subsidiary.

      Section 5.7. Governmental Authorizations, Etc. No consent, approval or
authorization of, or registration, filing or declaration with, any Governmental
Authority is required in connection with the execution, delivery or performance
by the Company of the Financing Agreements to which it is a party (other than
the filing of a form 8-K with the SEC disclosing the Company's entry into this
Agreement).

      Section 5.8. Litigation; Observance of Agreements, Statutes and Orders.
(a) There are no actions, suits, investigations or proceedings pending or, to
the knowledge of the Company, threatened against or affecting the Company or any
Subsidiary or any property of the Company or any Subsidiary in any court or
before any arbitrator of any kind or before or by any

                                      -6-



TALX Corporation                                         Note Purchase Agreement

Governmental Authority that, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect.

            (b) Neither the Company nor any Subsidiary is in default under any
term of any agreement or instrument to which it is a party or by which it is
bound, or any order, judgment, decree or ruling of any court, arbitrator or
Governmental Authority or is in violation of any applicable law, ordinance, rule
or regulation (including without limitation Environmental Laws or the USA
Patriot Act) of any Governmental Authority, which default or violation,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

      Section 5.9. Taxes. The Company and its Subsidiaries have filed all tax
returns that are required to have been filed in any jurisdiction, and have paid
all taxes shown to be due and payable on such returns and all other taxes and
assessments levied upon them or their properties, assets, income or franchises,
to the extent such taxes and assessments have become due and payable and before
they have become delinquent, except for any taxes and assessments (i) the amount
of which is not individually or in the aggregate Material or (ii) the amount,
applicability or validity of which is currently being contested in good faith by
appropriate proceedings and with respect to which the Company or any of its
Subsidiaries, as the case may be, has established adequate reserves in
accordance with GAAP. The Company does not know of any basis for any other tax
or assessment that could reasonably be expected to have a Material Adverse
Effect. The charges, accruals and reserves on the books of the Company and its
Subsidiaries in respect of Federal, state or other taxes for all fiscal periods
are adequate in all Material respects. The Federal income tax liabilities of the
Company and its Subsidiaries have been finally determined (whether by reason of
completed audits or the statute of limitations having run) for all fiscal years
up to and including the fiscal year ended March 31, 2001.

      Section 5.10. Title to Property; Leases. The Company and its Subsidiaries
have good and sufficient title to their respective properties that individually
or in the aggregate are Material, including all such properties reflected in the
most recent audited balance sheet referred to in Section 5.5 or purported to
have been acquired by the Company or any Subsidiary after said date (except as
sold or otherwise disposed of in the ordinary course of business), in each case
free and clear of Liens prohibited by the Financing Agreements. All Material
leases are valid and subsisting and are in full force and effect in all material
respects.

      Section 5.11. Licenses, Permits, Etc. (a) Except as set forth in Schedule
5.11, the Company and its Subsidiaries own or possess all licenses, permits,
franchises, authorizations, patents, copyrights, proprietary software, service
marks, trademarks and trade names, or rights thereto, that individually or in
the aggregate are Material, without known conflict with the rights of others.

            (b) To the best knowledge of the Company, no product of the Company
or any of its Subsidiaries infringes in any material respect any license,
permit, franchise, authorization, patent, copyright, proprietary software,
service mark, trademark, trade name or other right owned by any other Person.

                                      -7-



TALX Corporation                                         Note Purchase Agreement

            (c) To the best knowledge of the Company, there is no Material
violation by any Person of any right of the Company or any of its Subsidiaries
with respect to any patent, copyright, proprietary software, service mark,
trademark, trade name or other right owned or used by the Company or any of its
Subsidiaries.

      Section 5.12. Compliance with ERISA. (a) The Company and each ERISA
Affiliate have operated and administered each Plan in compliance with all
applicable laws except for such instances of noncompliance as have not resulted
in and could not reasonably be expected to result in a Material Adverse Effect.
Neither the Company nor any ERISA Affiliate has incurred any liability pursuant
to Title I or IV of ERISA or the penalty or excise tax provisions of the Code
relating to employee benefit plans (as defined in section 3 of ERISA), and no
event, transaction or condition has occurred or exists that could reasonably be
expected to result in the incurrence of any such liability by the Company or any
ERISA Affiliate, or in the imposition of any Lien on any of the rights,
properties or assets of the Company or any ERISA Affiliate, in either case
pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions
or to section 401(a)(29) or 412 of the Code or section 4068 of ERISA, other than
such liabilities or Liens as would not be individually or in the aggregate
Material.

            (b) The present value of the aggregate benefit liabilities under
each of the Plans (other than Multiemployer Plans), determined as of the end of
such Plan's most recently ended plan year on the basis of the actuarial
assumptions specified for funding purposes in such Plan's most recent actuarial
valuation report, did not exceed the aggregate current value of the assets of
such Plan allocable to such benefit liabilities by more than $1,000,000 in the
case of any single Plan and by more than $1,000,000 in the aggregate for all
Plans. The term "benefit liabilities" has the meaning specified in section 4001
of ERISA and the terms "current value" and "present value" have the meaning
specified in section 3 of ERISA.

            (c) The Company and its ERISA Affiliates have not incurred
withdrawal liabilities (and are not subject to contingent withdrawal
liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer
Plans that individually or in the aggregate are Material.

            (d) The expected postretirement benefit obligation (determined as of
the last day of the Company's most recently ended fiscal year in accordance with
Financial Accounting Standards Board Statement No. 106, without regard to
liabilities attributable to continuation coverage mandated by section 4980B of
the Code) of the Company and its Subsidiaries is not Material.

            (e) The execution and delivery of this Agreement and the issuance
and sale of the Notes hereunder will not involve any transaction that is subject
to the prohibitions of section 406 of ERISA or in connection with which a tax
could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The
representation by the Company to each Purchaser in the first sentence of this
Section 5.12(e) is made in reliance upon and subject to the accuracy of such
Purchaser's representation in Section 6.2 as to the sources of the funds used to
pay the purchase price of the Notes to be purchased by such Purchaser.

      Section 5.13. Private Offering by the Company. Neither the Company nor
anyone acting on its behalf has offered the Notes or the Subsidiary Guarantee
Agreement or any similar

                                      -8-



TALX Corporation                                         Note Purchase Agreement

securities for sale to, or solicited any offer to buy any of the same from, or
otherwise approached or negotiated in respect thereof with, any person other
than the Purchasers and not more than twenty-six (26) other Institutional
Investors, each of which has been offered the Notes and the Subsidiary Guarantee
Agreement at a private sale for investment. Neither the Company nor anyone
acting on its behalf has taken, or will take, any action that would subject the
issuance or sale of the Notes and the Subsidiary Guarantee Agreement to the
registration requirements of Section 5 of the Securities Act or to the
registration requirements of any securities or blue sky laws of any applicable
jurisdiction.

      Section 5.14. Use of Proceeds; Margin Regulations. The Company will apply
the proceeds of the sale of the Notes to repay amounts outstanding under the
Bank Credit Agreement and for other general corporate purposes of the Company
and its Subsidiaries. No part of the proceeds from the sale of the Notes
hereunder will be used, directly or indirectly, for the purpose of buying or
carrying any margin stock in violation of Regulation U of the Board of Governors
of the Federal Reserve System (12 CFR 221), or for the purpose of buying or
carrying or trading in any securities under such circumstances as to involve the
Company in a violation of Regulation X of said Board (12 CFR 224) or to involve
any broker or dealer in a violation of Regulation T of said Board (12 CFR 220).
Margin stock does not constitute more than 1.0% of the value of the consolidated
assets of the Company and its Subsidiaries and the Company does not have any
present intention that margin stock will constitute more than 5.0% of the value
of such assets. As used in this Section, the terms "margin stock" and "purpose
of buying or carrying" shall have the meanings assigned to them in said
Regulation U.

      Section 5.15. Existing Indebtedness; Future Liens. (a) Schedule 5.15 sets
forth a complete and correct list of all outstanding Indebtedness of the Company
and its Subsidiaries as of the date of Closing (including a description of the
obligors and obligees, principal amount outstanding and collateral therefor, if
any, and Guaranty thereof, if any), since which date there has been no Material
change in the amounts, interest rates, sinking funds, installment payments or
maturities of the Indebtedness of the Company or its Subsidiaries. Neither the
Company nor any Subsidiary is in default and no waiver of default is currently
in effect, in the payment of any principal or interest on any Indebtedness of
the Company or such Subsidiary and no event or condition exists with respect to
any Indebtedness of the Company or any Subsidiary that would permit (or that
with notice or the lapse of time, or both, would permit) one or more Persons to
cause such Indebtedness to become due and payable before its stated maturity or
before its regularly scheduled dates of payment.

           (b) Except as disclosed in Schedule 5.15, neither the Company nor any
Subsidiary has agreed or consented to cause or permit in the future (upon the
happening of a contingency or otherwise) any of its property, whether now owned
or hereafter acquired, to be subject to a Lien not permitted by Section 10.6.

           (c) Neither the Company nor any Subsidiary is a party to, or
otherwise subject to any provision contained in, any instrument evidencing
Indebtedness of the Company or such Subsidiary, any agreement relating thereto
or any other agreement (including, but not limited to, its charter or other
organizational document) which limits the amount of, or otherwise imposes

                                      -9-



TALX Corporation                                         Note Purchase Agreement

restrictions on the incurring of, Indebtedness of the Company, except as
specifically indicated in Schedule 5.15.

      Section 5.16. Foreign Assets Control Regulations, Etc. (a) Neither the
sale of the Notes by the Company hereunder nor the guaranty of the obligations
of the Company thereunder by the Subsidiary Guarantors under the Subsidiary
Guarantee Agreement nor their use of the proceeds thereof will violate the
Trading with the Enemy Act, as amended, or any of the foreign assets control
regulations of the United States Treasury Department (31 CFR, Subtitle B,
Chapter V, as amended) or any enabling legislation or executive order relating
thereto.

            (b) Neither the Company nor any Subsidiary (i) is a Person described
or designated in the Specially Designated Nationals and Blocked Persons List of
the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order
or (ii) engages in any dealings or transactions with any such Person. The
Company and its Subsidiaries are in compliance, in all material respects, with
the USA Patriot Act.

            (c) No part of the proceeds from the sale of the Notes hereunder
will be used, directly or indirectly, for any payments to any governmental
official or employee, political party, official of a political party, candidate
for political office, or anyone else acting in an official capacity, in order to
obtain, retain or direct business or obtain any improper advantage, in violation
of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming
in all cases that such Act applies to the Company.

      Section 5.17. Status under Certain Statutes. Neither the Company nor any
Subsidiary is subject to regulation under the Investment Company Act of 1940, as
amended, the Public Utility Holding Company Act of 2005, as amended, the ICC
Termination Act of 1995, as amended, or the Federal Power Act, as amended.

      Section 5.18. Environmental Matters. (a) Neither the Company nor any
Subsidiary has knowledge of any claim or has received any notice of any claim,
and no proceeding has been instituted raising any claim against the Company or
any of its Subsidiaries or any of their respective real properties now or
formerly owned, leased or operated by any of them or other assets, alleging any
damage to the environment or violation of any Environmental Laws, except, in
each case, such as could not reasonably be expected to result in a Material
Adverse Effect.

            (b) Neither the Company nor any Subsidiary has knowledge of any
facts which would give rise to any claim, public or private, of violation of
Environmental Laws or damage to the environment emanating from, occurring on or
in any way related to real properties now or formerly owned, leased or operated
by any of them or to other assets or their use, except, in each case, such as
could not reasonably be expected to result in a Material Adverse Effect.

            (c) Neither the Company nor any Subsidiary has stored any Hazardous
Materials on real properties now or formerly owned, leased or operated by any of
them and has not disposed of any Hazardous Materials in a manner contrary to any
Environmental Laws in each case in any manner that could reasonably be expected
to result in a Material Adverse Effect; and

                                      -10-



TALX Corporation                                         Note Purchase Agreement

            (d) All buildings on all real properties now owned, leased or
operated by the Company or any Subsidiary are in compliance with applicable
Environmental Laws, except where failure to comply could not reasonably be
expected to result in a Material Adverse Effect.

      Section 5.19. Pari Passu Ranking. The Company's obligations under the
Financing Agreements will, upon issuance of the Notes, rank at least pari passu,
without preference or priority, with all of its other outstanding unsecured
Senior Indebtedness (including, without limitation, the Bank Credit Agreement).
Each Subsidiary Guarantor's obligations under the Subsidiary Guaranty Agreement
will, upon issuance of the Notes and the Subsidiary Guarantee Agreement, rank at
least pari passu, without preference or priority, with all of its other
outstanding unsecured Senior Indebtedness (including, without limitation, any
obligation under or relating to the Bank Credit Agreement). Each Person (other
than the Company) which is a borrower, guarantor or other obligor under or
pursuant to the Bank Credit Agreement is a Subsidiary Guarantor under this
Agreement.

SECTION 6. REPRESENTATIONS OF THE PURCHASER.

      Section 6.1. Purchase for Investment. Each Purchaser severally represents
that it is purchasing the Notes for its own account or for one or more separate
accounts maintained by such Purchaser or for the account of one or more pension
or trust funds and not with a view to the distribution thereof, provided that
the disposition of such Purchaser's or their property shall at all times be
within such Purchaser's or their control. Each Purchaser understands that the
Notes and the Subsidiary Guarantee Agreement have not been registered under the
Securities Act and may be resold only if registered pursuant to the provisions
of the Securities Act or if an exemption from registration is available, except
under circumstances where neither such registration nor such an exemption is
required by law, and that the Obligors are not required to register the Notes or
the Subsidiary Guarantee Agreement. Each Purchaser severally represents that it
(i) is a "qualified institutional buyer" within the meaning of Rule 144A under
the Securities Act and (ii) has had the opportunity to ask questions of the
Obligors and has received answers regarding the Company and its Subsidiaries and
the transactions contemplated hereby.

      Section 6.2. Source of Funds. Each Purchaser severally represents that at
least one of the following statements is an accurate representation as to each
source of funds (a "Source") to be used by such Purchaser to pay the purchase
price of the Notes to be purchased by such Purchaser hereunder:

            (a) the Source is an "insurance company general account" (as the
      term is defined in the United States Department of Labor's Prohibited
      Transaction Exemption ("PTE") 95-60) in respect of which the reserves and
      liabilities (as defined by the annual statement for life insurance
      companies approved by the National Association of Insurance Commissioners
      (the "NAIC Annual Statement")) for the general account contract(s) held by
      or on behalf of any employee benefit plan together with the amount of the
      reserves and liabilities for the general account contract(s) held by or on
      behalf of any other employee benefit plans maintained by the same employer
      (or affiliate thereof as defined in PTE 95-60) or by the same employee
      organization in the general account do not exceed 10% of the total
      reserves and liabilities of the general account (exclusive of

                                      -11-



TALX Corporation                                         Note Purchase Agreement

      separate account liabilities) plus surplus as set forth in the NAIC Annual
      Statement filed with such Purchaser's state of domicile; or

            (b) the Source is a separate account that is maintained solely in
      connection with such Purchaser's fixed contractual obligations under which
      the amounts payable, or credited, to any employee benefit plan (or its
      related trust) that has any interest in such separate account (or to any
      participant or beneficiary of such plan (including any annuitant)) are not
      affected in any manner by the investment performance of the separate
      account; or

            (c) the Source is either (i) an insurance company pooled separate
      account, within the meaning of PTE 90-1 or (ii) a bank collective
      investment fund, within the meaning of the PTE 91-38 and, except as
      disclosed by such Purchaser to the Company in writing pursuant to this
      clause (c), no employee benefit plan or group of plans maintained by the
      same employer or employee organization beneficially owns more than 10% of
      all assets allocated to such pooled separate account or collective
      investment fund; or

            (d) the Source constitutes assets of an "investment fund" (within
      the meaning of Part V of PTE 84-14 (the "QPAM Exemption")) managed by a
      "qualified professional asset manager" or "QPAM" (within the meaning of
      Part V of the QPAM Exemption), no employee benefit plan's assets that are
      included in such investment fund, when combined with the assets of all
      other employee benefit plans established or maintained by the same
      employer or by an affiliate (within the meaning of Section V(c)(1) of the
      QPAM Exemption) of such employer or by the same employee organization and
      managed by such QPAM, exceed 20% of the total client assets managed by
      such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are
      satisfied, neither the QPAM nor a person controlling or controlled by the
      QPAM (applying the definition of "control" in Section V(e) of the QPAM
      Exemption) owns a 5% or more interest in the Company and (i) the identity
      of such QPAM and (ii) the names of all employee benefit plans whose assets
      are included in such investment fund have been disclosed to the Company in
      writing pursuant to this clause (d); or

            (e) the Source constitutes assets of a "plan(s)" (within the meaning
      of Section IV of PTE 96-23 (the "INHAM Exemption")) managed by an
      "in-house asset manager" or "INHAM" (within the meaning of Part IV of the
      INHAM exemption), the conditions of Part I(a), (g) and (h) of the INHAM
      Exemption are satisfied, neither the INHAM nor a person controlling or
      controlled by the INHAM (applying the definition of "control" in Section
      IV(d) of the INHAM Exemption) owns a 5% or more interest in the Company
      and (i) the identity of such INHAM and (ii) the name(s) of the employee
      benefit plan(s) whose assets constitute the Source have been disclosed to
      the Company in writing pursuant to this clause (e); or

            (f) the Source is a governmental plan; or

                                      -12-



TALX Corporation                                         Note Purchase Agreement

            (g) the Source is one or more employee benefit plans, or a separate
      account or trust fund comprised of one or more employee benefit plans,
      each of which has been identified to the Company in writing pursuant to
      this clause (g); or

            (h) the Source does not include assets of any employee benefit plan,
      other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms "employee benefit plan," "governmental
plan," and "separate account" shall have the respective meanings assigned to
such terms in section 3 of ERISA.

SECTION 7. INFORMATION AS TO COMPANY.

      Section 7.1. Financial and Business Information. The Company shall deliver
to each holder of Notes that is an Institutional Investor:

            (a) Quarterly Statements -- within 60 days (or such shorter period
      as is 15 days greater than the period applicable to the filing of the
      Company's Quarterly Report on Form 10-Q (the "Form 10-Q") with the SEC
      regardless of whether the Company is subject to the filing requirements
      thereof) after the end of each quarterly fiscal period in each fiscal year
      of the Company (other than the last quarterly fiscal period of each such
      fiscal year), duplicate copies of,

                  (i) a consolidated balance sheet of the Company and its
            Subsidiaries as at the end of such quarter, and

                  (ii) consolidated statements of income, changes in
            shareholders' equity and cash flows of the Company and its
            Subsidiaries, for such quarter and (in the case of the second and
            third quarters) for the portion of the fiscal year ending with such
            quarter,

      setting forth in each case in comparative form the figures for the
      corresponding periods in the previous fiscal year, all in reasonable
      detail, prepared in accordance with GAAP applicable to quarterly financial
      statements generally, and certified by a Senior Financial Officer as
      fairly presenting, in all material respects, the financial position of the
      companies being reported on and their results of operations and cash
      flows, subject to changes resulting from year-end adjustments; provided
      that delivery within the time period specified above of copies of the
      Company's Form 10 Q prepared in compliance with the requirements therefor
      and filed with the SEC shall be deemed to satisfy the requirements of this
      Section 7.1(a), and provided, further, that the Company shall be deemed to
      have made such delivery of such Form 10-Q if it shall have timely made
      such Form 10-Q available on "EDGAR" and on its home page on the worldwide
      web (at the date of this Agreement located at: http//www.talx.com) and
      shall have given or caused to be given each Purchaser notice of such
      availability on EDGAR and on its home page in connection with each
      delivery (such availability and notice thereof being referred to as
      "Electronic Delivery"), in which event, the Company shall separately
      deliver,

                                      -13-



TALX Corporation                                         Note Purchase Agreement

      concurrently with such Electronic Delivery, the certificate of the Senior
      Financial Officer.

            (b) Annual Statements -- within 105 days (or such shorter period as
      is 15 days greater than the period applicable to the filing of the
      Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC
      regardless of whether the Company is subject to the filing requirements
      thereof) after the end of each fiscal year of the Company, duplicate
      copies of

                  (i) a consolidated balance sheet of the Company and its
            Subsidiaries as at the end of such year, and

                  (ii) consolidated statements of income, changes in
            shareholders' equity and cash flows of the Company and its
            Subsidiaries for such year,

      setting forth in each case in comparative form the figures for the
      previous fiscal year, all in reasonable detail, prepared in accordance
      with GAAP, and accompanied by an opinion thereon of independent public
      accountants of recognized national standing, which opinion shall state
      that such financial statements present fairly, in all material respects,
      the financial position of the companies being reported upon and their
      results of operations and cash flows and have been prepared in conformity
      with GAAP, and that the examination of such accountants in connection with
      such financial statements has been made in accordance with generally
      accepted auditing standards, and that such audit provides a reasonable
      basis for such opinion in the circumstances; provided that the delivery
      within the time period specified above of the Company's Form 10 K for such
      fiscal year (together with the Company's annual report to shareholders, if
      any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in
      accordance with the requirements thereof and filed with the SEC shall be
      deemed to satisfy the requirements of this Section 7.1(b) and provided,
      further, that the Company shall be deemed to have made delivery of such
      Form 10-K if it shall have timely made Electronic Delivery thereof;

            (c) SEC and Other Reports -- promptly upon their becoming available,
      one copy of (i) each financial statement, report, notice or proxy
      statement sent by the Company or any Subsidiary to its principal lending
      banks as a whole (excluding information sent to such banks in the ordinary
      course of administration of a bank facility, such as information relating
      to pricing and borrowing availability) or to its public securities holders
      generally, and (ii) each regular or periodic report, each registration
      statement that shall have become effective other than registration
      statements on Form S-8 (without exhibits except as expressly requested by
      such holder), and each prospectus (other than one relating solely to
      employee benefit plans) and all amendments thereto filed by the Company or
      any Subsidiary with the SEC and of all press releases and other statements
      made available generally by the Company or any Subsidiary to the public
      concerning developments that are Material, provided, that the Company
      shall be deemed to have made such delivery (including with respect to any
      exhibits thereto) if it shall have timely made Electronic Delivery
      thereof;

                                      -14-



TALX Corporation                                         Note Purchase Agreement

            (d) Notice of Default or Event of Default -- promptly, and in any
      event within five days after a Responsible Officer becoming aware of the
      existence of any Default or Event of Default or that any Person has given
      any notice or taken any action with respect to a claimed default hereunder
      or that any Person has given any notice or taken any action with respect
      to a claimed default of the type referred to in Section 11(f), a written
      notice specifying the nature and period of existence thereof and what
      action the Company is taking or proposes to take with respect thereto;

            (e) ERISA Matters -- promptly, and in any event within five days
      after a Responsible Officer becoming aware of any of the following, a
      written notice setting forth the nature thereof and the action, if any,
      that the Company or an ERISA Affiliate proposes to take with respect
      thereto:

                  (i) with respect to any Plan, any reportable event, as defined
            in section 4043(c) of ERISA and the regulations thereunder, for
            which notice thereof has not been waived pursuant to such
            regulations as in effect on the date hereof; or

                  (ii) the taking by the PBGC of steps to institute, or the
            threatening by the PBGC of the institution of, proceedings under
            section 4042 of ERISA for the termination of, or the appointment of
            a trustee to administer, any Plan, or the receipt by the Company or
            any ERISA Affiliate of a notice from a Multi-employer Plan that such
            action has been taken by the PBGC with respect to such
            Multi-employer Plan; or

                  (iii) any event, transaction or condition that could result in
            the incurrence of any liability by the Company or any ERISA
            Affiliate pursuant to Title I or IV of ERISA or the penalty or
            excise tax provisions of the Code relating to employee benefit
            plans, or in the imposition of any Lien on any of the rights,
            properties or assets of the Company or any ERISA Affiliate pursuant
            to Title I or IV of ERISA or such penalty or excise tax provisions,
            if such liability or Lien, taken together with any other such
            liabilities or Liens then existing, could reasonably be expected to
            have a Material Adverse Effect;

            (f) Notices from Governmental Authority -- promptly, and in any
      event within 30 days of receipt thereof, copies of any written notice to
      the Company or any Subsidiary from any Federal or state Governmental
      Authority relating to (i) non-compliance or alleged non-compliance with
      any order, ruling, statute or other law or regulation or (ii) any order,
      ruling, statute or other law or regulation outside of the ordinary course
      of business that, in either case, could reasonably be expected to have a
      Material Adverse Effect; and

            (g) Requested Information -- with reasonable promptness, such other
      data and information relating to the business, operations, affairs,
      financial condition, assets or properties of the Company or any of its
      Subsidiaries or relating to the ability of any

                                      -15-



TALX Corporation                                         Note Purchase Agreement

            Obligor to perform its obligations under the Financing Agreements to
            which it is a party as from time to time may be reasonably requested
            by any such holder of Notes.

      Section 7.2. Officer's Certificate. Each set of financial statements
delivered to a holder of Notes pursuant to Section 7.1(a) or Section 7.1(b)
shall be accompanied by a certificate of a Senior Financial Officer setting
forth (which, in the case of Electronic Delivery of any such financial
statements, shall be by separate substantially concurrent delivery of such
certificate to each holder of Notes):

                  (a) Covenant Compliance -- the information (including detailed
            calculations) required in order to establish whether the Company was
            in compliance with the requirements of Section 10.2 through Section
            10.9, inclusive, during the quarterly or annual period covered by
            the statements then being furnished (including with respect to each
            such Section, where applicable, the calculations of the maximum or
            minimum amount, ratio or percentage, as the case may be, permissible
            under the terms of such Sections, and the calculation of the amount,
            ratio or percentage then in existence); and

                  (b) Event of Default -- a statement that such Senior Financial
            Officer has reviewed (or caused a Responsible Officer to review) the
            relevant terms hereof and has made, or caused to be made, under his
            or her supervision, a review of the transactions and conditions of
            the Company and its Subsidiaries from the beginning of the quarterly
            or annual period covered by the statements then being furnished to
            the date of the certificate and that such review shall not have
            disclosed the existence during such period of any condition or event
            that constitutes a Default or an Event of Default or, if any such
            condition or event existed or exists (including, without limitation,
            any such event or condition resulting from the failure of the
            Company or any Subsidiary to comply with any Environmental Law),
            specifying the nature and period of existence thereof and what
            action the Company shall have taken or proposes to take with respect
            thereto.

      Section 7.3. Visitation. The Company shall permit the representatives of
each holder of Notes that is an Institutional Investor:

                  (a) No Default -- if no Default or Event of Default then
            exists, at the expense of such holder and upon reasonable prior
            notice to the Company, to visit the principal executive office of
            the Company, to discuss the affairs, finances and accounts of the
            Company and its Subsidiaries with the Company's officers, and (with
            the consent of the Company, which consent will not be unreasonably
            withheld) its independent public accountants, and (with the consent
            of the Company, which consent will not be unreasonably withheld) to
            visit the other offices and properties of the Company and each
            Subsidiary, all at such reasonable times and as often as may be
            reasonably requested in writing; and

                  (b) Default -- if a Default or Event of Default then exists,
            at the expense of the Company to visit and inspect any of the
            offices or properties of the Company or any Subsidiary, to examine
            all their respective books of account, records, reports and other
            papers, to make copies and extracts therefrom, and to discuss their
            respective affairs,

                                      -16-



TALX Corporation                                         Note Purchase Agreement

            finances and accounts with their respective officers and independent
            public accountants (and by this provision the Company authorizes
            said accountants to discuss the affairs, finances and accounts of
            the Company and its Subsidiaries), all at such times and as often as
            may be requested.

      Section 7.4. Limitation on Disclosure Obligation. The Company shall not be
required to disclose the following information pursuant to Section 7.1(c),
7.1(g) or 7.3:

                  (a) information that the Company determines after consultation
            with counsel qualified to advise on such matters that,
            notwithstanding the confidentiality requirements of Section 20, it
            would be prohibited from disclosing by applicable law or regulations
            without making public disclosure thereof; or

                  (b) information that, notwithstanding the confidentiality
            requirements of Section 20, the Company is prohibited from
            disclosing by the terms of an obligation of confidentiality
            contained in any agreement with any non-Affiliate binding upon the
            Company and not entered into in contemplation of this clause (b),
            provided that the Company shall use commercially reasonable efforts
            to obtain consent from the party in whose favor the obligation of
            confidentiality was made to permit the disclosure of the relevant
            information and provided further that the Company has received a
            written opinion of counsel confirming that disclosure of such
            information without consent from such other contractual party would
            constitute a breach of such agreement.

Promptly after a request therefor from any holder of Notes that is an
Institutional Investor, the Company will provide such holder with a written
opinion of counsel (which may be addressed to the Company) relied upon as to any
requested information that the Company is prohibited from disclosing to such
holder under circumstances described in this Section 7.4.

SECTION 8. PAYMENT AND PREPAYMENT OF THE NOTES.

      Section 8.1. Required Prepayments. On May 25, 2010 and on each May 25
thereafter to and including May 25, 2013 the Company will prepay $15,000,000
principal amount (or such lesser principal amount as shall then be outstanding)
of the Notes at par and without payment of the Make-Whole Amount or any premium,
provided that upon any partial prepayment of the Notes pursuant to Section 8.2,
8.3 or 8.8, the principal amount of each required prepayment of the Notes
becoming due under this Section 8.1 on and after the date of such prepayment
shall be reduced in the same proportion as the aggregate unpaid principal amount
of the Notes is reduced as a result of such prepayment. The entire remaining
unpaid principal amount of the outstanding Notes will be due and payable on May
25, 2014.

      Section 8.2. Optional Prepayments with Make-Whole Amount. The Company may,
at its option, upon notice as provided below, prepay at any time all, or from
time to time any part of, the Notes, in an amount not less than 5% of the
aggregate principal amount of the Notes then outstanding in the case of a
partial prepayment, at 100% of the principal amount so prepaid, together with
interest accrued on the principal amount so prepaid to the date of such
prepayment and the Make-Whole Amount determined for the prepayment date with
respect to such principal

                                      -17-



TALX Corporation                                         Note Purchase Agreement

amount. The Company will give each holder of Notes written notice of each
optional prepayment under this Section 8.2 not less than 30 days and not more
than 60 days prior to the date fixed for such prepayment. Each such notice shall
specify such date (which shall be a Business Day), the aggregate principal
amount of the Notes to be prepaid on such date, the principal amount of each
Note held by such holder to be prepaid (determined in accordance with Section
8.4), and the interest to be paid on the prepayment date with respect to such
principal amount being prepaid, and shall be accompanied by a certificate of a
Senior Financial Officer as to the estimated Make-Whole Amount due in connection
with such prepayment (calculated as if the date of such notice were the date of
the prepayment), setting forth the details of such computation. Two Business
Days prior to such prepayment, the Company shall deliver to each holder of Notes
a certificate of a Senior Financial Officer specifying the calculation of such
Make-Whole Amount as of the specified prepayment date.

      Section 8.3. Prepayment of Notes Upon Change of Control.

            (a) Condition to Company Action. Within fifteen (15) Business Days
of a Responsible Officer obtaining knowledge of the occurrence of a Change of
Control, the Company shall have given to each holder of Notes written notice
containing and constituting an offer to prepay Notes as described in
subparagraph (b) of this Section 8.3, accompanied by the certificate described
in subparagraph (e) of this Section 8.3.

            (b) Offer to Prepay Notes. The offer to prepay Notes contemplated by
subparagraph (a) of this Section 8.3 shall be an offer to prepay, in accordance
with and subject to this Section 8.3, all, but not less than all, the Notes held
by each holder (in this case only, "holder" in respect of any Note registered in
the name of a nominee for a disclosed beneficial owner shall mean such
beneficial owner) on the date specified in such offer (the "Proposed Prepayment
Date") that is not less than 30 days and not more than 60 days after the date of
such offer (if the Proposed Prepayment Date shall not be specified in such
offer, the Proposed Prepayment Date shall be the first Business Day which is at
least 45 days after the date of such offer).

            (c) Acceptance; Rejection. A holder of Notes may accept the offer to
prepay made pursuant to this Section 8.3 by causing a notice of such acceptance
to be delivered to the Company at least 15 days prior to the Proposed Prepayment
Date. A failure by a holder of Notes to respond to an offer to prepay made
pursuant to this Section 8.3, or to accept an offer as to all of the Notes held
by such holder, within such time period shall be deemed to constitute a
rejection of such offer by such holder.

            (d) Prepayment. Prepayment of the Notes to be prepaid pursuant to
this Section 8.3 shall be at 100% of the principal amount of such Notes,
together with interest on such Notes accrued to the date of prepayment, and
shall not require the payment of any Make-Whole Amount. The prepayment shall be
made on the Proposed Prepayment Date.

            (e) Officer's Certificate. Each offer to prepay the Notes pursuant
to this Section 8.3 shall be accompanied by a certificate, executed by a Senior
Financial Officer of the Company and dated the date of such offer, specifying:
(i) the Proposed Prepayment Date; (ii) that such offer is made pursuant to this
Section 8.3; (iii) the principal amount of each Note offered to be

                                      -18-



TALX Corporation                                         Note Purchase Agreement

prepaid; (iv) the interest that would be due on each Note offered to be prepaid,
accrued to the Proposed Prepayment Date; (v) that the conditions of this Section
8.3 have been fulfilled; and (vi) in reasonable detail, the nature and date of
the Change of Control.

      Section 8.4. Allocation of Partial Prepayments. In the case of each
partial prepayment of the Notes pursuant to Section 8.2, the principal amount of
the Notes to be prepaid shall be allocated among all of the Notes at the time
outstanding in proportion, as nearly as practicable, to the respective unpaid
principal amounts thereof not theretofore called for prepayment.

      Section 8.5. Maturity; Surrender, Etc. In the case of each prepayment of
Notes pursuant to this Section 8, the principal amount of each Note to be
prepaid shall mature and become due and payable on the date fixed for such
prepayment (which shall be a Business Day), together with interest on such
principal amount accrued to such date and the applicable Make-Whole Amount, if
any. From and after such date, unless the Company shall fail to pay such
principal amount when so due and payable, together with the interest and
Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall
cease to accrue. Any Note paid or prepaid in full shall be surrendered to the
Company and cancelled and shall not be reissued, and no Note shall be issued in
lieu of any prepaid principal amount of any Note.

      Section 8.6. Purchase of Notes. The Company will not and will not permit
any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or
indirectly, any of the outstanding Notes except upon the payment or prepayment
of the Notes in accordance with the terms of this Agreement and the Notes. The
Company will promptly cancel all Notes acquired by it or any Affiliate pursuant
to any payment or prepayment of Notes pursuant to any provision of this
Agreement and no Notes may be issued in substitution or exchange for any such
Notes.

      Section 8.7. Make-Whole Amount.

            "Make-Whole Amount" means, with respect to any Note, an amount equal
to the excess, if any, of the Discounted Value of the Remaining Scheduled
Payments with respect to the Called Principal of such Note over the amount of
such Called Principal, provided that the Make-Whole Amount may in no event be
less than zero. For the purposes of determining the Make-Whole Amount, the
following terms have the following meanings:

            "Called Principal" means, with respect to any Note, the principal of
such Note that is to be prepaid pursuant to Section 8.2 or has become or is
declared to be immediately due and payable pursuant to Section 12.1, as the
context requires.

            "Discounted Value" means, with respect to the Called Principal of
any Note, the amount obtained by discounting all Remaining Scheduled Payments
with respect to such Called Principal from their respective scheduled due dates
to the Settlement Date with respect to such Called Principal, in accordance with
accepted financial practice and at a discount factor (applied on the same
periodic basis as that on which interest on the Notes is payable) equal to the
Reinvestment Yield with respect to such Called Principal.

                                      -19-



TALX Corporation                                         Note Purchase Agreement

            "Reinvestment Yield" means, with respect to the Called Principal of
any Note, .50% over the yield to maturity implied by (i) the yields reported as
of 10:00 a.m. (New York City time) on the second Business Day preceding the
Settlement Date with respect to such Called Principal, on the display designated
as "Page PX1" (or such other display as may replace Page PX1 on Bloomberg
Financial Markets ("Bloomberg")) or, if Page PX1 (or its successor screen on
Bloomberg) is unavailable, the Telerate Access Service screen which corresponds
most closely to Page PX1 for the most recently issued actively traded on the run
U.S. Treasury securities having a maturity equal to the Remaining Average Life
of such Called Principal as of such Settlement Date, or (ii) if such yields are
not reported as of such time or the yields reported as of such time are not
ascertainable (including by way of interpolation), the Treasury Constant
Maturity Series Yields reported, for the latest day for which such yields have
been so reported as of the second Business Day preceding the Settlement Date
with respect to such Called Principal, in Federal Reserve Statistical Release
H.15 (or any comparable successor publication) for U.S. Treasury securities
having a constant maturity equal to the Remaining Average Life of such Called
Principal as of such Settlement Date. In the case of each determination under
clause (i) or clause (ii), as the case may be, of the preceding paragraph, such
implied yield will be determined, if necessary, by (a) converting U.S. Treasury
bill quotations to bond equivalent yields in accordance with accepted financial
practice and (b) interpolating linearly between (1) the applicable U.S. Treasury
security with the maturity closest to and greater than such Remaining Average
Life and (2) the applicable U.S. Treasury security with the maturity closest to
and less than such Remaining Average Life. The Reinvestment Yield shall be
rounded to the number of decimal places as appears in the interest rate of the
applicable Note.

            "Remaining Average Life" means, with respect to any Called
Principal, the number of years (calculated to the nearest one-twelfth year)
obtained by dividing (i) such Called Principal into (ii) the sum of the products
obtained by multiplying (a) the principal component of each Remaining Scheduled
Payment with respect to such Called Principal by (b) the number of years
(calculated to the nearest one-twelfth year) that will elapse between the
Settlement Date with respect to such Called Principal and the scheduled due date
of such Remaining Scheduled Payment.

            "Remaining Scheduled Payments" means, with respect to the Called
Principal of any Note, all payments of such Called Principal and interest
thereon including, without limitation, pursuant to Section 9.10, that would be
due after the Settlement Date with respect to such Called Principal if no
payment of such Called Principal were made prior to its scheduled due date,
provided that if such Settlement Date is not a date on which interest payments
are due to be made under the terms of the Notes, then the amount of the next
succeeding scheduled interest payment will be reduced by the amount of interest
accrued to such Settlement Date and required to be paid on such Settlement Date
pursuant to Section 8.2 or Section 12.1.

            "Settlement Date" means, with respect to the Called Principal of any
Note, the date on which such Called Principal is to be prepaid pursuant to
Section 8.2 or has become or is declared to be immediately due and payable
pursuant to Section 12.1, as the context requires.

      Section 8.8. Prepayment in Connection with Sales of Assets. If the Company
chooses to make an offer to prepay the Notes pursuant to Section 10.8, the
Company will give written notice

                                      -20-



TALX Corporation                                         Note Purchase Agreement

thereof to the holders of all outstanding Notes, which notice shall (i) refer
specifically to this Section 8.8 and describe in reasonable detail the
Disposition giving rise to such offer to prepay the Notes, (ii) specify the
principal amount of each Note being offered to be prepaid, without any
requirement to pay any Make-Whole Amount, which amount shall be allocated among
all of the Notes at the time outstanding in proportion, as nearly as
practicable, to the respective unpaid principal amounts not theretofore called
for prepayment, (iii) specify a date not less than 30 days and not more than 60
days after the date of such notice (the "Disposition Prepayment Date") and
specify the Disposition Response Date (as defined below), and (iv) offer to
prepay on the Disposition Prepayment Date the amount specified in (ii) above
with respect to each Note together with interest accrued thereon to the
Disposition Prepayment Date. Each holder of a Note shall notify the Company of
such holder's acceptance or rejection of such offer by giving written notice of
such acceptance or rejection to the Company (provided, however, that any holder
who fails to so notify the Company shall be deemed to have rejected such offer)
on a date at least 10 days prior to the Disposition Prepayment Date (such date
10 days prior to the Disposition Prepayment Date being the "Disposition Response
Date"), provided, that if any holder of Notes declines such offer, the proceeds
that would have been paid to such holder shall be offered pro rata to the other
holders of the Notes that have accepted the offer. The Company shall prepay on
the Disposition Prepayment Date the amount specified in (ii) above with respect
to each Note held by the holders who have accepted such offer in accordance with
this Section 8.8.

SECTION 9. AFFIRMATIVE COVENANTS.

            The Company covenants that so long as any of the Notes are
outstanding:

      Section 9.1. Compliance with Law. Without limiting Section 10.9, the
Company will, and will cause each of its Subsidiaries to, comply with all laws,
ordinances or governmental rules or regulations to which each of them is
subject, including, without limitation, ERISA, the USA Patriot Act and
Environmental Laws, and will obtain and maintain in effect all licenses,
certificates, permits, franchises and other governmental authorizations
necessary to the ownership of their respective properties or to the conduct of
their respective businesses, in each case to the extent necessary to ensure that
non-compliance with such laws, ordinances or governmental rules or regulations
or failures to obtain or maintain in effect such licenses, certificates,
permits, franchises and other governmental authorizations could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

      Section 9.2. Insurance. The Company will, and will cause each of its
Subsidiaries to, maintain, with financially sound and reputable insurers,
insurance with respect to their respective properties and businesses against
such casualties and contingencies, of such types, on such terms and in such
amounts (including deductibles, co-insurance and self-insurance, if adequate
reserves are maintained with respect thereto) as is customary in the case of
entities of established reputations engaged in the same or a similar business
and similarly situated.

      Section 9.3. Maintenance of Properties. The Company will, and will cause
each of its Subsidiaries to, maintain and keep, or cause to be maintained and
kept, their respective properties in good repair, working order and condition
(other than ordinary wear and tear), so

                                      -21-



TALX Corporation                                         Note Purchase Agreement

that the business carried on in connection therewith may be properly conducted
at all times, provided that this Section shall not prevent the Company or any
Subsidiary from discontinuing the operation and the maintenance of any of its
properties if the Company or such Subsidiary has concluded that such
discontinuance is desirable in the conduct of its business and the Company has
concluded that such discontinuance could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

      Section 9.4. Payment of Taxes and Claims. The Company will, and will cause
each of its Subsidiaries to, file all tax returns required to be filed in any
jurisdiction and to pay and discharge all taxes shown to be due and payable on
such returns and all other taxes, assessments, governmental charges, or levies
imposed on them or any of their properties, assets, income or franchises, to the
extent such taxes, assessments, charges and levies have become due and payable
and before they have become delinquent and all claims for which sums have become
due and payable that have or might become a Lien on properties or assets of the
Company or any Subsidiary, provided that neither the Company nor any Subsidiary
need file any such return or pay any such tax, assessment, charge, levy or claim
if (i) the amount, applicability or validity thereof is contested by the Company
or such Subsidiary on a timely basis in good faith and in appropriate
proceedings, and the Company or a Subsidiary has established adequate reserves
therefor in accordance with GAAP on the books of the Company or such Subsidiary
or (ii) the non-filing of all such returns or the nonpayment of all such taxes,
assessments, charges, levies and claims in the aggregate could not reasonably be
expected to have a Material Adverse Effect.

      Section 9.5. Limited Liability Company and Corporate Existence, Etc.
Subject to Sections 10.7 and 10.8, the Company will at all times preserve and
keep in full force and effect its corporate existence. Subject to Sections 10.7
and 10.8, the Company will at all times preserve and keep in full force and
effect the limited liability company, corporate or other applicable existence of
each of its Subsidiaries (unless merged or consolidated into or with, or
substantially all of its assets are transferred to, the Company or a Wholly
Owned Subsidiary) and all rights and franchises of the Company and its
Wholly-Owned Subsidiaries unless, in the good faith judgment of the Company, the
termination of or failure to preserve and keep in full force and effect such
limited liability company, corporate or other applicable existence, right or
franchise could not, individually or in the aggregate, be reasonably expected to
have a Material Adverse Effect.

      Section 9.6. Books and Records. The Company will, and will cause each of
its Subsidiaries to, maintain proper books of record and account in conformity
with GAAP and all applicable requirements of any Governmental Authority having
legal or regulatory jurisdiction over the Company or such Subsidiary, as the
case may be.

      Section 9.7. Additional Subsidiary Guarantors. The Company hereby
covenants and agrees that, if any Subsidiary which is not a Subsidiary Guarantor
(i) guarantees the Company's obligations under the Bank Credit Agreement, (ii)
directly or indirectly becomes an obligor under the Bank Credit Agreement or
(iii) directly or indirectly guarantees any Indebtedness or other obligations of
the Company, it will cause such Subsidiary to, concurrently therewith, (a) enter
into a joinder agreement substantially in the form of Annex I to the Subsidiary
Guarantee Agreement or otherwise deliver another Subsidiary Guarantee Agreement
reasonably

                                      -22-



TALX Corporation                                         Note Purchase Agreement

acceptable to the Required Holders, in each case, for the benefit of the holders
of the Notes, (b) deliver a favorable legal opinion of nationally recognized
independent counsel, or other independent counsel reasonably satisfactory to the
Required Holders, as to the good standing, due authorization, execution,
delivery, validity and enforceability thereof, and that the Subsidiary Guarantee
Agreement does not violate or conflict with any law, agreement or governing
document relating to such Subsidiary and such other opinions as are reasonably
requested by the Required Holders and their counsel and (c) deliver appropriate
limited liability company or corporate resolutions and other limited liability
company or corporate documentation in form and substance reasonably satisfactory
to the Required Holders and their counsel.

      Section 9.8. Release of Subsidiary Guarantors. If any Subsidiary is
released as a borrower, guarantor or other obligor under the Bank Credit
Agreement (and is not then designated as a borrower, guarantor or other obligor
under any other credit facility of the Company or any Subsidiary), such
Subsidiary shall be deemed released as a Subsidiary Guarantor concurrently with
the Company providing you with an Officer's Certificate. Such Officer's
Certificate shall be accompanied by evidence of such release under the Credit
Agreement and shall certify that (i) at the time of such release and immediately
after giving effect thereto, no Default or Event of Default existed or shall
exist hereunder (ii) such Subsidiary then being released is not then a borrower
or obligor under any other credit facility, and (iii) other than the payment of
reasonable legal fees, no consideration was granted to any agent or lender under
the Bank Credit Agreement, directly or indirectly in connection with such
release including, but not limited to, any payment of any fees, any increase in
pricing, any additional Guaranty, any participation in other transactions or any
other credit enhancement or other benefit.

      Section 9.9. Pari Passu Ranking. The Company's obligations under the
Financing Agreements will, at all times, rank at least pari passu, without
preference or priority, with all of its other outstanding unsecured Senior
Indebtedness (including, without limitation, the Bank Credit Agreement). Each
Subsidiary Guarantor's obligations under the Subsidiary Guaranty Agreement will,
at all times, rank at least pari passu, without preference or priority, with all
of its other outstanding unsecured Senior Indebtedness (including, without
limitation, any obligation under or relating to the Bank Credit Agreement).

      Section 9.10. Additional Interest. If the Company fails to make an Equity
Issuance resulting in the Company receiving new net cash proceeds in an amount
not less than $75,000,000 on or before September 30, 2006, then in addition to
all other interest accruing on the Notes (including, without limitation, the
Default Rate), additional interest in the amount of 0.45% per annum shall accrue
on the Notes commencing on September 30, 2006 and continuing through maturity
and payment in full of the Notes (and the Company will pay such additional
interest concurrently with all other interest becoming due and payable on the
Notes), provided that if the Company makes an Equity Issuance resulting in the
Company receiving new net cash proceeds in an amount not less than $75,000,000
at any time after September 30, 2006 but prior to September 30, 2007, then on
and after the first day of the next fiscal quarter beginning after the date of
such Equity Issuance, such additional interest shall cease to accrue and shall
no longer be payable on the Notes.

                                      -23-



TALX Corporation                                         Note Purchase Agreement

SECTION 10. NEGATIVE COVENANTS.

         The Company covenants that so long as any of the Notes are outstanding:

      Section 10.1. Transactions with Affiliates. The Company will not, and will
not permit any Subsidiary to, enter into directly or indirectly any transaction
or group of related transactions (including without limitation the purchase,
lease, sale or exchange of properties of any kind or the rendering of any
service) with any Affiliate (other than the Company or another Subsidiary),
except in the ordinary course and pursuant to the reasonable requirements of the
Company's or such Subsidiary's business and upon fair and reasonable terms no
less favorable to the Company or such Subsidiary than would be obtainable in a
comparable arm's-length transaction with a Person not an Affiliate.

      Section 10.2. Consolidated Net Worth. The Company will not, as of the end
of any fiscal quarter, permit Consolidated Net Worth to be less than the sum of
(a) $150,000,000, plus (b) an aggregate amount equal to 25% of Consolidated Net
Income (but, in each case, only if a positive number) for each completed fiscal
quarter beginning with the fiscal quarter ending June 30, 2006 plus (c) an
aggregate amount equal to 50% of the net proceeds of all Equity Issuances after
the date of Closing.

      Section 10.3. Consolidated Debt Coverage. The Company will not, as of the
end of each fiscal quarter, permit the ratio of Consolidated Debt outstanding on
such date to Consolidated Operating Cash Flow for the immediately preceding four
quarter period, taken as a single accounting period ending on the date of
calculation, to exceed (i) 3.00 to 1.00 as of the end of any fiscal quarter
prior to December 31, 2006 and (ii) 2.75 to 1.00 at the end of any fiscal
quarter thereafter. If, during the period for which Consolidated Operating Cash
Flow is being calculated, the Company or a Subsidiary has (i) acquired one or
more Persons (or the assets thereof) or (ii) disposed of one or more
Subsidiaries (or substantially all of the assets thereof), Consolidated
Operating Cash Flow shall be calculated on a pro forma basis as if all of such
acquisitions and all such dispositions had occurred on the first day of such
period.

      Section 10.4. Fixed Charge Coverage. The Company will not permit, as at
the end of each fiscal quarter, the ratio of Consolidated Income Available for
Fixed Charges to Consolidated Fixed Charges, in each case for the immediately
preceding four quarter period, taken as a single accounting period ending on the
date of calculation, to be less than 1.75 to 1.00. If, during the period for
which the ratio of Consolidated Income Available for Fixed Charges to
Consolidated Fix Charges is being calculated, the Company or a Subsidiary has
(i) acquired one or more Persons (or the assets thereof) or (ii) disposed of one
or more Subsidiaries (or substantially all of the assets thereof), Consolidated
Income Available for Fixed Charges and Consolidated Fixed Charges shall be
calculated on a pro forma basis as if all of such acquisitions and all such
dispositions had occurred on the first day of such period.

      Section 10.5. Priority Debt. The Company will not, at any time, permit
Priority Debt to exceed 15% of Consolidated Net Worth determined as of the end
of the most recently ended fiscal quarter.

                                      -24-



TALX Corporation                                         Note Purchase Agreement

      Section 10.6. Liens. The Company will not, and will not permit any of its
Subsidiaries to, directly or indirectly create, incur, assume or permit to exist
(upon the happening of a contingency or otherwise) any Lien on or with respect
to any property or asset (including, without limitation, any document or
instrument in respect of goods or accounts receivable) of the Company or any
such Subsidiary, whether now owned or held or hereafter acquired, or any income
or profits therefrom or assign or otherwise convey any right to receive income
or profits (unless it makes, or causes to be made, effective provision whereby
the Notes will be equally and ratably secured with any and all other obligations
thereby secured, such security to be pursuant to an agreement reasonably
satisfactory to the Required Holders and, in any such case, the Notes shall have
the benefit, to the fullest extent that, and with such priority as, the holders
of the Notes may be entitled under applicable law, of an equitable Lien on such
property), except:

                  (a) Liens for taxes, assessments or other governmental charges
         or levies which are not yet due and payable or the payment of which is
         not at the time required by Section 9.4;

                  (b) Liens existing on the date of this Agreement and securing
         the Indebtedness of the Company and its Subsidiaries referred to in
         Schedule 5.15;

                  (c) (i) Liens incidental to the conduct of business or the
         ownership of properties and assets (including landlords', lessors',
         carriers', operators', warehousemen's, mechanics', materialmen's and
         other similar Liens) and Liens (other than any Lien imposed by ERISA)
         incurred or deposits made in the ordinary course of business (i) in
         connection with workers' compensation, unemployment insurance and other
         types of social security or retirement benefits, or (ii) to secure (or
         to obtain letters of credit that secure) the performance of tenders,
         statutory obligations, surety bonds, appeal bonds, bids, leases (other
         than Capital Leases), performance bonds, purchase, construction or
         sales contracts and other similar obligations, in each case not
         incurred or made in connection with the borrowing of money, the
         obtaining of advances or credit or the payment of the deferred purchase
         price of property and (ii) Liens of commercial depositary institutions
         constituting a right of setoff against amounts on deposit with any such
         institution, provided, that such deposit account is not a dedicated
         cash collateral account and is not subject to restrictions against
         access by the Company or its Subsidiaries;

                  (d) any attachment or judgment Lien, unless the judgment it
         secures shall not, within 60 days after the entry thereof, have been
         discharged or execution thereof stayed pending appeal, or shall not
         have been discharged within 60 days after the expiration of any such
         stay;

                  (e) leases or subleases granted to others, easements,
         rights-of-way, minor survey exceptions, restrictions and other similar
         charges or encumbrances, in each case incidental to, and not
         interfering with, the ordinary conduct of the business of the Company
         or any of its Subsidiaries, provided that such Liens do not, in the
         aggregate, materially detract from the value of such property or which
         relate only to assets that in the aggregate are not Material;

                                      -25-



TALX Corporation                                         Note Purchase Agreement

                  (f) any Lien (i) created contemporaneously with its
         acquisition or within 365 days of the acquisition or construction or
         development thereof to secure all or any part of the purchase price, or
         to secure Indebtedness incurred or assumed to pay all or any part of
         the purchase price or cost of construction, of property (or any
         improvement thereon) acquired or constructed by the Company or a
         Subsidiary after the date of the Closing or (ii) any Lien existing on
         property of a Person immediately prior to its being consolidated or
         amalgamated with or merged into the Company or any Subsidiary or its
         becoming a Subsidiary, or any Lien existing on any property acquired by
         the Company or any Subsidiary at the time such property is so acquired
         (whether or not the Indebtedness secured thereby shall have been
         assumed), provided that

                           (A) any such Lien shall extend solely to the item or
                  items of such property (or improvement thereon) so acquired or
                  constructed and, if required by the terms of the instrument
                  originally creating such Lien, other property (or improvement
                  thereon) which is an improvement to or is acquired for
                  specific use in connection with such acquired or constructed
                  property (or improvement thereon) or which is real property
                  being improved by such acquired or constructed property (or
                  improvement thereon), and

                           (B) the principal amount of the Indebtedness secured
                  by any such Lien shall at no time exceed an amount equal to
                  the lesser of (1) the cost to the Company or such Subsidiary
                  of the property (or improvement thereon) so acquired or
                  constructed and (2) the fair market value (as determined in
                  good faith by one or more of the officers of the Company to
                  whom authority to enter into such transaction has been
                  delegated by the board of directors of the Company) of such
                  property (or improvement thereon) at the time of such
                  acquisition or construction;

                  (g) any Lien renewing, extending or refunding any Lien
         permitted by paragraphs (b) or (f) of this Section 10.6, provided that
         (i) the principal amount of Indebtedness secured by such Lien
         immediately prior to such extension, renewal or refunding is not
         increased or the maturity thereof reduced, (ii) such Lien is not
         extended to any other property, and (iii) immediately after such
         extension, renewal or refunding no Default or Event of Default would
         exist;

                  (h) Liens securing obligations of a Subsidiary to the Company
         or to another Subsidiary; and

                  (i) if and so long as no Default or Event of Default exists
         hereunder, including, without limitation, under Section 10.5, Liens on
         assets securing Indebtedness of the Company or any Subsidiary in
         addition to those described in clauses (a) through (h) above.

         For the purposes of this Section 10.6, any Person becoming a Subsidiary
after the date of this Agreement shall be deemed to have incurred all of its
then outstanding Liens at the time it becomes a Subsidiary, and any Person
extending, renewing or refunding any Indebtedness

                                      -26-


TALX Corporation                                         Note Purchase Agreement

secured by any Lien shall be deemed to have incurred such Lien at the time of
such extension, renewal or refunding.

      Section 10.7. Merger, Consolidation, Etc. The Company will not, and will
not permit any Subsidiary to, consolidate with or merge with any other Person or
convey, transfer or lease all or substantially all of its assets in a single
transaction or series of transactions to any Person (except that any Subsidiary
may (A) merge with or into, or convey, transfer or lease all or substantially
all of its assets to, the Company or a Wholly-Owned Subsidiary if (1) in any
such merger or consolidation involving the Company, the Company is the survivor
and (2) immediately after giving effect to any such merger, consolidation or
conveyance, transfer or lease, no Default or Event of Default would exist,
including, without limitation, pursuant to Sections 10.3 and 10.4, treating such
transaction, for determining compliance with Sections 10.3 and 10.4, as having
been consummated as of the last day of the immediately preceding fiscal quarter
or (B) convey, transfer or lease all of its assets in compliance with the
provisions of Section 10.8) unless:

               (a) in the case of the Company, the successor formed by such
         consolidation or the survivor of such merger or the Person that
         acquires by conveyance, transfer or lease all or substantially all of
         the assets of the Company as an entirety, as the case may be, shall be
         a solvent corporation or limited liability company organized and
         existing under the laws of the United States or any State thereof
         (including the District of Columbia), and, if the Company is not such
         surviving corporation or limited liability company, (i) such
         corporation or limited liability company shall have executed and
         delivered to each holder of any Notes its assumption of the due and
         punctual performance and observance of each covenant and condition of
         the Financing Agreements to which the Company is a party, (ii) such
         corporation or limited liability company shall have caused to be
         delivered to each holder of any Notes an opinion of nationally
         recognized independent counsel, or other independent counsel reasonably
         satisfactory to the Required Holders, to the effect that all agreements
         or instruments effecting such assumption are enforceable in accordance
         with their terms and comply with the terms hereof, and (iii) each other
         Obligor shall have executed and delivered an acknowledgement that the
         Financing Agreements to which they are a party continue in full force
         and effect; and

               (b) immediately before and immediately after giving effect to
         such transaction, no Default or Event of Default shall have occurred
         and be continuing and the Company would have been in compliance with
         Sections 10.3 and 10.4 as of the end of the most recent fiscal quarter
         treating such transaction as having been consummated as of the last day
         of the immediately preceding fiscal quarter.

No such conveyance, transfer or lease of all or substantially all of the assets
of the Company or such Subsidiary shall have the effect of releasing the Company
or such Subsidiary or any successor limited liability company or corporation
that shall theretofore have become such in the manner prescribed in this Section
10.7 from its liability under the Financing Agreements to which it is a party.

                                      -27-



TALX Corporation                                         Note Purchase Agreement

      Section 10.8. Sale of Assets. Except as permitted by Section 10.7, the
Company will not, and will not permit any Subsidiary to, sell, lease, transfer
or otherwise dispose of, including by way of merger (collectively, a
"Disposition"), any assets, including capital stock of Subsidiaries, in one or a
series of transactions, to any Person, other than:

               (a) Dispositions in the ordinary course of business;

               (b) Dispositions by a Subsidiary to the Company or a Wholly Owned
         Subsidiary; or

               (c) Dispositions not otherwise permitted by clause (a) or (b) of
         this Section 10.8, provided that (i) the aggregate net book value of
         all assets so disposed of in any twelve-month period pursuant to this
         Section 10.8(c) does not exceed 10% of Consolidated Total Assets as of
         the last day of the most recently ended fiscal quarter, (ii) the
         aggregate net book value of all assets so disposed of on or after the
         date of Closing would not exceed 25% of Consolidated Total Assets as of
         the last day of the most recently ended fiscal quarter and (iii) after
         giving effect to such transaction, no Default or Event of Default shall
         exist.

Notwithstanding the foregoing, the Company may, or may permit a Subsidiary to,
make a Disposition and the assets subject to such Disposition shall not be
subject to or included in the foregoing limitation and computation contained in
clause (c) of the preceding sentence:

               (A) to the extent the net proceeds from such Disposition are
         reinvested in productive assets to be used in the existing business of
         the Company or a Subsidiary within 365 days of such Disposition; or

               (B) if such assets are leased back by the Company or any
         Subsidiary, as lessee, within 365 days of the original acquisition or
         construction thereof by the Company or such Subsidiary; or

               (C) to the extent the net proceeds from such Disposition are
         applied to the payment or prepayment of the Notes or any other
         outstanding Indebtedness of the Company or any Subsidiary ranking pari
         passu with or senior to the Notes (other than Indebtedness in respect
         of any revolving credit or similar credit facility providing the
         Company or any Subsidiary with the right to obtain loans or other
         extensions of credit from time to time, except to the extent that in
         connection with such payment of Indebtedness the available credit under
         such credit facility is permanently reduced by an amount not less than
         the amount of such proceeds applied to the payment of Indebtedness),
         provided that in connection with any such Disposition and payment of
         Indebtedness, the Company shall have offered to prepay at least the
         Ratable Portion in respect of each outstanding Note in accordance with
         Section 8.8 and shall have prepaid each holder of each such Note that
         shall have accepted such offer of prepayment in accordance with said
         Section 8.8 in a principal amount which at least equals the Ratable
         Portion for such Note. The Notes and such other outstanding
         Indebtedness shall be herein referred to as "Senior Disposition
         Indebtedness."

                                      -28-



TALX Corporation                                         Note Purchase Agreement

For purposes of foregoing clause (C), in the event that the Company shall choose
to offer to prepay the Notes, such offer shall be made in accordance with
Section 8.8 hereof.

      Section 10.9. Subsidiary Indebtedness. In addition to and not in
limitation of any other applicable restrictions herein, including Sections 10.3
and 10.5, the Company will not, at any time, permit any Subsidiary to, directly
or indirectly, create, incur, assume, guarantee, have outstanding, or otherwise
become or remain directly or indirectly liable with respect to, any Indebtedness
other than:

               (a) Indebtedness of a Subsidiary outstanding on the date of
         Closing and identified on Schedule 5.15 provided that such Indebtedness
         shall not be extended, renewed, refinanced or refunded except as
         otherwise provided herein;

               (b) Indebtedness of a Subsidiary owed to the Company or a
         Wholly-Owned Subsidiary;

               (c) Indebtedness of a Subsidiary outstanding at the time such
         Subsidiary becomes a Subsidiary, provided that (i) such Indebtedness
         shall not have been incurred in contemplation of such Subsidiary
         becoming a Subsidiary and (ii) immediately after such Subsidiary
         becomes a Subsidiary, no Default or Event of Default shall exist, and
         provided, further, that such Indebtedness shall not be extended,
         renewed, refinanced or refunded except as otherwise provided herein;

               (d) Indebtedness under the Bank Credit Agreement of any
         Subsidiary Guarantor which as of the date of any determination thereof
         is party to a Subsidiary Guarantee Agreement so long as the
         Intercreditor Agreement continues to be in full force and effect and
         such Subsidiary is a party to the Intercreditor Agreement or has
         executed a joinder agreement pursuant to which such Subsidiary agrees
         to be bound by the provisions of such Intercreditor Agreement; and

               (e) Indebtedness of a Subsidiary in addition to that otherwise
         permitted by the foregoing provisions, provided that on the date such
         Subsidiary incurs or otherwise becomes liable with respect to any such
         Indebtedness, and immediately after giving effect to the incurrence
         thereof, no Default or Event of Default exists hereunder including,
         without limitation, under Section 10.5.

For the purpose of this Section 10.9, any Person becoming a Subsidiary after the
date of the Closing shall be deemed, at the time it becomes such a Subsidiary,
to have incurred all of its then outstanding Indebtedness.

      Section 10.10. Nature of Business. Except for acquisitions in the business
services industry, the Company will not and will not permit any Subsidiary to
engage in any business if, as a result, the general nature of the business in
which the Company and its Subsidiaries, taken as a whole, would then be engaged
would be substantially changed from the general nature of the business in which
the Company and its Subsidiaries, taken as a whole, are engaged on the date of
this Agreement as described in the Memorandum.

                                      -29-



TALX Corporation                                         Note Purchase Agreement

      Section 10.11. Terrorism Sanctions Regulations. The Company will not and
will not permit any Subsidiary to (a) become a Person described or designated in
the Specially Designated Nationals and Blocked Persons List of the Office of
Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (b) engage
in any dealings or transactions with any such Person.

SECTION 11. EVENTS OF DEFAULT.

         An "Event of Default" shall exist if any of the following conditions or
events shall occur and be continuing:

               (a) the Company defaults in the payment of any principal or
         Make-Whole Amount, if any, on any Note when the same becomes due and
         payable, whether at maturity or at a date fixed for prepayment or by
         declaration or otherwise; or

               (b) the Company defaults in the payment of any interest on any
         Note for more than five Business Days after the same becomes due and
         payable; or

               (c) the Company defaults in the performance of or compliance with
         any term contained in Section 7.1(d) or Sections 10.2 through 10.9; or

               (d) (i) the Company defaults in the performance of or compliance
         with any term contained herein (other than those referred to in
         Sections 11(a), (b) and (c)), or (ii) any Obligor defaults in the
         performance of or compliance with any term contained in the Financing
         Agreements (other than this Agreement), and in each case, such default
         is not remedied within 30 days after the earlier of (i) a Responsible
         Officer obtaining actual knowledge of such default and (ii) any Obligor
         receiving written notice of such default from any holder of a Note (any
         such written notice to be identified as a "notice of default" and to
         refer specifically to this Section 11(d)); or

               (e) any representation or warranty made in writing by or on
         behalf of any Obligor or by any officer of any Obligor in any Financing
         Agreement or in any writing furnished in connection with the
         transactions contemplated hereby proves to have been false or incorrect
         in any material respect on the date as of which made; or

               (f) (i) the Company or any Subsidiary is in default (as principal
         or as guarantor or other surety) in the payment of any principal of or
         premium or make-whole amount or interest on any Indebtedness that is
         outstanding in an aggregate principal amount of at least $10,000,000
         beyond any period of grace provided with respect thereto, or (ii) the
         Company or any Subsidiary is in default in the performance of or
         compliance with any term of any evidence of any Indebtedness in an
         aggregate outstanding principal amount of at least $10,000,000 or of
         any mortgage, indenture or other agreement relating thereto or any
         other condition exists, and as a consequence of such default or
         condition such Indebtedness has become, or has been declared (or one or
         more persons are entitled to declare such Indebtedness to be), due and
         payable before its stated maturity or before its regularly scheduled
         dates of payment, or (iii) as a consequence of the occurrence or

                                      -30-



TALX Corporation                                         Note Purchase Agreement

         continuation of any event or condition (other than the passage of time
         or the right of the holder of Indebtedness to convert such Indebtedness
         into equity interests), (x) the Company or any Subsidiary has become
         obligated to purchase or repay Indebtedness before its regular maturity
         or before its regularly scheduled dates of payment in an aggregate
         outstanding principal amount of at least $10,000,000 or (y) one or more
         Persons have the right to require the Company or any Subsidiary so to
         purchase or repay such Indebtedness; or

               (g) the Company or any Subsidiary (i) is generally not paying, or
         admits in writing its inability to pay, its debts as they become due,
         (ii) files, or consents by answer or otherwise to the filing against it
         of, a petition for relief or reorganization or arrangement or any other
         petition in bankruptcy, for liquidation or to take advantage of any
         bankruptcy, insolvency, reorganization, moratorium or other similar law
         of any jurisdiction, (iii) makes an assignment for the benefit of its
         creditors, (iv) consents to the appointment of a custodian, receiver,
         trustee or other officer with similar powers with respect to it or with
         respect to any substantial part of its property, (v) is adjudicated as
         insolvent or to be liquidated, or (vi) takes limited liability company
         or corporate action for the purpose of any of the foregoing; or

               (h) a court or Governmental Authority of competent jurisdiction
         enters an order appointing, without consent by the Company or any of
         its Subsidiaries, a custodian, receiver, trustee or other officer with
         similar powers with respect to it or with respect to any substantial
         part of its property, or constituting an order for relief or approving
         a petition for relief or reorganization or any other petition in
         bankruptcy or for liquidation or to take advantage of any bankruptcy or
         insolvency law of any jurisdiction, or ordering the dissolution,
         winding-up or liquidation of the Company or any of its Subsidiaries, or
         any such petition shall be filed against the Company or any of its
         Subsidiaries and such petition shall not be dismissed within 60 days;
         or

               (i) a final judgment or judgments for the payment of money
         aggregating in excess of an amount equal to 5% of Consolidated Net
         Worth as of the most recently ended fiscal quarter (to the extent not
         covered by independent third-party insurance as to which the insurer
         does not dispute coverage) are rendered against one or more of the
         Company and its Subsidiaries and which judgments are not, within 60
         days after entry thereof, bonded, discharged or stayed pending appeal,
         or are not discharged within 60 days after the expiration of such stay;
         or

               (j) if (i) any Plan shall fail to satisfy the minimum funding
         standards of ERISA or the Code for any plan year or part thereof or a
         waiver of such standards or extension of any amortization period is
         sought or granted under section 412 of the Code, (ii) a notice of
         intent to terminate any Plan shall have been or is reasonably expected
         to be filed with the PBGC or the PBGC shall have instituted proceedings
         under ERISA section 4042 to terminate or appoint a trustee to
         administer any Plan or the PBGC shall have notified the Company or any
         ERISA Affiliate that a Plan may become a subject of any such
         proceedings, (iii) the aggregate "amount of unfunded benefit
         liabilities" (within the meaning of section 4001(a)(18) of ERISA) under
         all Plans, determined in accordance

                                      -31-



TALX Corporation                                         Note Purchase Agreement

         with Title IV of ERISA, shall exceed $10,000,000, (iv) the Company or
         any ERISA Affiliate shall have incurred or is reasonably expected to
         incur any liability pursuant to Title I or IV of ERISA or the penalty
         or excise tax provisions of the Code relating to employee benefit
         plans, (v) the Company or any ERISA Affiliate withdraws from any
         Multiemployer Plan, or (vi) the Company or any Subsidiary establishes
         or amends any employee welfare benefit plan that provides
         post-employment welfare benefits in a manner that would increase the
         liability of the Company or any Subsidiary thereunder; and any such
         event or events described in clauses (i) through (vi) above, either
         individually or together with any other such event or events, could
         reasonably be expected to have a Material Adverse Effect; or

               (k) any Subsidiary Guarantee Agreement shall at any time after
         its execution and delivery for any reason cease to be in full force and
         effect (other than in accordance with Section 9.8), or shall be
         declared null and void, or the enforceability thereof shall be
         contested by any Obligor thereunder.

As used in Section 11(j), the terms "employee benefit plan" and "employee
welfare benefit plan" shall have the respective meanings assigned to such terms
in section 3 of ERISA.

SECTION 12. REMEDIES ON DEFAULT, ETC.

      Section 12.1. Acceleration. (a) If an Event of Default with respect to any
Obligor described in Section 11(g) or (h) (other than an Event of Default
described in clause (i) of Section 11(g) or described in clause (vi) of Section
11(g) by virtue of the fact that such clause encompasses clause (i) of Section
11(g)) has occurred, all the Notes then outstanding shall automatically become
immediately due and payable.

         (b) If any other Event of Default has occurred and is continuing, any
holder or holders of more than 50% in principal amount of the Notes at the time
outstanding may at any time at its or their option, by notice or notices to the
Company, declare all the Notes then outstanding to be immediately due and
payable.

         (c) If any Event of Default described in Section 11(a) or (b) has
occurred and is continuing, any holder or holders of Notes at the time
outstanding affected by such Event of Default may at any time, at its or their
option, by notice or notices to the Company, declare all the Notes held by it or
them to be immediately due and payable.

         Upon any Notes becoming due and payable under this Section 12.1,
whether automatically or by declaration, such Notes will forthwith mature and
the entire unpaid principal amount of such Notes, plus (x) all accrued and
unpaid interest thereon (including, but not limited to, interest accrued thereon
at the Default Rate) and (y) the Make-Whole Amount determined in respect of such
principal amount (to the full extent permitted by applicable law), shall all be
immediately due and payable, in each and every case without presentment, demand,
protest or further notice, all of which are hereby waived. The Company
acknowledges, and the parties hereto agree, that each holder of a Note has the
right to maintain its investment in the Notes free from repayment by the Company
(except as herein specifically provided for) and that the

                                      -32-



TALX Corporation                                         Note Purchase Agreement

provision for payment of a Make-Whole Amount by the Company in the event that
the Notes are prepaid or are accelerated as a result of an Event of Default, is
intended to provide compensation for the deprivation of such right under such
circumstances.

      Section 12.2. Other Remedies. If any Default or Event of Default has
occurred and is continuing, and irrespective of whether any Notes have become or
have been declared immediately due and payable under Section 12.1, the holder of
any Note at the time outstanding may proceed to protect and enforce the rights
of such holder by an action at law, suit in equity or other appropriate
proceeding, whether for the specific performance of any agreement contained
herein, in any Note or in any other Financing Agreement, or for an injunction
against a violation of any of the terms hereof or thereof, or in aid of the
exercise of any power granted hereby or thereby or by law or otherwise.

      Section 12.3. Rescission. At any time after any Notes have been declared
due and payable pursuant to Section 12.1(b) or (c), the holders of more than 50%
in principal amount of the Notes then outstanding, by written notice to the
Company, may rescind and annul any such declaration and its consequences if (a)
the Company has paid all overdue interest on the Notes, all principal of and
Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid
other than by reason of such declaration, and all interest on such overdue
principal and Make-Whole Amount, if any, and (to the extent permitted by
applicable law) any overdue interest in respect of the Notes, at the Default
Rate, (b) neither the Company nor any other Person shall have paid any amounts
which have become due solely by reason of such declaration, (c) all Events of
Default and Defaults, other than non-payment of amounts that have become due
solely by reason of such declaration, have been cured or have been waived
pursuant to Section 17, and (d) no judgment or decree has been entered for the
payment of any monies due pursuant hereto or to the Notes. No rescission and
annulment under this Section 12.3 will extend to or affect any subsequent Event
of Default or Default or impair any right consequent thereon.

      Section 12.4. No Waivers or Election of Remedies, Expenses, Etc. No course
of dealing and no delay on the part of any holder of any Note in exercising any
right, power or remedy shall operate as a waiver thereof or otherwise prejudice
such holder's rights, powers or remedies. No right, power or remedy conferred by
this Agreement, any Note or any other Financing Agreement upon any holder
thereof shall be exclusive of any other right, power or remedy referred to
herein or therein or now or hereafter available at law, in equity, by statute or
otherwise. Without limiting the obligations of the Company under Section 15, the
Company will pay to the holder of each Note on demand such further amount as
shall be sufficient to cover all costs and expenses of such holder incurred in
any enforcement or collection under this Section 12, including, without
limitation, reasonable attorneys' fees, expenses and disbursements.

SECTION 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

      Section 13.1. Registration of Notes. The Company shall keep at its
principal executive office a register for the registration and registration of
transfers of Notes. The name and address of each holder of one or more Notes,
each transfer thereof and the name and address of each transferee of one or more
Notes shall be registered in such register. Prior to due presentment for

                                      -33-



TALX Corporation                                         Note Purchase Agreement

registration of transfer, the Person in whose name any Note shall be registered
shall be deemed and treated as the owner and holder thereof for all purposes
hereof, and the Company shall not be affected by any notice or knowledge to the
contrary. The Company shall give to any holder of a Note that is an
Institutional Investor promptly upon request therefor, a complete and correct
copy of the names and addresses of all registered holders of Notes.

      Section 13.2. Transfer and Exchange of Notes. Upon surrender of any Note
to the Company at the address and to the attention of the designated officer
(all as specified in Section 18(iii)), for registration of transfer or exchange
(and in the case of a surrender for registration of transfer accompanied by a
written instrument of transfer duly executed by the registered holder of such
Note or such holder's attorney duly authorized in writing and accompanied by the
relevant name, address and other information for notices of each transferee of
such Note or part thereof), within ten Business Days thereafter, the Company
shall execute and deliver, at the Company's expense (except as provided below),
one or more new Notes (as requested by the holder thereof) in exchange therefor,
in an aggregate principal amount equal to the unpaid principal amount of the
surrendered Note. Each such new Note shall be payable to such Person as such
holder may request and shall be substantially in the form of Exhibit 1. Each
such new Note shall be dated and bear interest from the date to which interest
shall have been paid on the surrendered Note or dated the date of the
surrendered Note if no interest shall have been paid thereon. The Company may
require payment of a sum sufficient to cover any stamp tax or governmental
charge imposed in respect of any such transfer of Notes. Notes shall not be
transferred in denominations of less than $100,000, provided that if necessary
to enable the registration of transfer by a holder of its entire holding of
Notes, one Note may be in a denomination of less than $100,000. Any transferee,
by its acceptance of a Note registered in its name (or the name of its nominee),
shall be deemed to have made the representation set forth in Section 6.2.

      Section 13.3. Replacement of Notes. Upon receipt by the Company at the
address and to the attention of the designated officer (all as specified in
Section 18(iii)) of evidence reasonably satisfactory to it of the ownership of
and the loss, theft, destruction or mutilation of any Note (which evidence shall
be, in the case of an Institutional Investor, a certificate from such
Institutional Investor of such ownership and such loss, theft, destruction or
mutilation), and

               (a) in the case of loss, theft or destruction, of indemnity
         reasonably satisfactory to it (provided that if the holder of such Note
         is, or is a nominee for, an original Purchaser or another holder of a
         Note with a minimum net worth of at least $100,000,000 or a Qualified
         Institutional Buyer, such Person's own unsecured agreement of indemnity
         shall be deemed to be satisfactory), or

               (b) in the case of mutilation, upon surrender and cancellation
         thereof,

within ten Business Days thereafter, the Company at its own expense shall
execute and deliver, in lieu thereof, a new Note dated and bearing interest from
the date to which interest shall have been paid on such lost, stolen, destroyed
or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated
Note if no interest shall have been paid thereon.

                                      -34-



TALX Corporation                                         Note Purchase Agreement

      Section 13.4. Legend. Each Note issued on the date of the Closing and each
Note issued pursuant to this Section 13 shall bear a legend substantially as
follows (until such time as the Obligors shall reasonably agree that such legend
is no longer necessary or advisable):

         "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS AND,
ACCORDINGLY, MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR
EXEMPT FROM REGISTRATION UNDER SAID ACT OR SUCH OTHER LAWS."

SECTION 14. PAYMENTS ON NOTES.

      Section 14.1. Place of Payment. Subject to Section 14.2, payments of
principal, Make-Whole Amount, if any, and interest becoming due and payable on
the Notes shall be made in Chicago, Illinois at the principal office of LaSalle
Bank National Association, in such jurisdiction. The Company may at any time, by
notice to each holder of a Note, change the place of payment of the Notes so
long as such place of payment shall be either the principal office of the
Company in such jurisdiction or the principal office of a bank or trust company
in such jurisdiction.

      Section 14.2. Home Office Payment. So long as any Purchaser or its nominee
shall be the holder of any Note, and notwithstanding anything contained in
Section 14.1 or in such Note to the contrary, the Company will pay all sums
becoming due on such Note for principal, Make-Whole Amount, if any, and interest
by the method and at the address specified for such purpose below such
Purchaser's name in Schedule A, or by such other method or at such other address
as such Purchaser shall have from time to time specified to the Company in
writing for such purpose, without the presentation or surrender of such Note or
the making of any notation thereon, except that upon written request of the
Company made concurrently with or reasonably promptly after payment or
prepayment in full of any Note, such Purchaser shall surrender such Note for
cancellation, reasonably promptly after any such request, to the Company at its
principal executive office or at the place of payment most recently designated
by the Company pursuant to Section 14.1. Prior to any sale or other disposition
of any Note held by a Purchaser or its nominee, such Purchaser will, at its
election, either endorse thereon the amount of principal paid thereon and the
last date to which interest has been paid thereon or surrender such Note to the
Company in exchange for a new Note or Notes pursuant to Section 13.2. The
Company will afford the benefits of this Section 14.2 to any Institutional
Investor that is the direct or indirect transferee of any Note purchased by a
Purchaser under this Agreement and that has made the same agreement relating to
such Note as the Purchasers have made in this Section 14.2.

SECTION 15. EXPENSES, ETC.

      Section 15.1. Transaction Expenses. Whether or not the transactions
contemplated hereby are consummated, the Company will pay all costs and expenses
(including reasonable attorneys' fees of a special counsel and, if reasonably
required by the Required Holders, local or other counsel) incurred by the
Purchasers and each other holder of a Note in connection with such transactions
and in connection with any amendments, waivers or consents under or in respect
of any Financing Agreement (whether or not such amendment, waiver or consent

                                      -35-



TALX Corporation                                         Note Purchase Agreement

becomes effective), including, without limitation: (a) the costs and expenses
incurred in enforcing or defending (or determining whether or how to enforce or
defend) any rights under any Financing Agreement or in responding to any
subpoena or other legal process or informal investigative demand issued in
connection with any Financing Agreements, or by reason of being a holder of any
Note, (b) the costs and expenses, including financial advisors' fees, incurred
in connection with the insolvency or bankruptcy of any Obligor or any Subsidiary
or in connection with any work-out or restructuring of the transactions
contemplated by the Financing Agreements and (c) the costs and expenses incurred
in connection with the initial filing of this Agreement and all related
documents and financial information with the SVO provided, that such costs and
expenses shall not exceed $3,000. The Obligors shall only be liable under this
Section 15.1 for the reasonable attorneys' fees of a single special counsel and,
if reasonably required, a single local counsel in each jurisdiction where any
Obligor or other Subsidiary conducts business, in each case acting on behalf of
the holders of the Notes as a group, unless, in the reasonable judgment of any
holder of Notes a conflict exists between such holder of Notes and any other
holder of Notes, in which event the Obligors shall be obligated to pay the
reasonable fees and expenses of such additional counsel or counsels as shall be
necessary to eliminate such conflict. The Company will pay, and will save each
Purchaser and each other holder of a Note harmless from, all claims in respect
of any fees, costs or expenses, if any, of brokers and finders (other than
those, if any, retained by a Purchaser or other holder in connection with its
purchase of the Notes).

      Section 15.2. Survival. The obligations of the Company under this Section
15 will survive the payment or transfer of any Note, the enforcement, amendment
or waiver of any provision of any Financing Agreement, and the termination of
any Financing Agreement.

SECTION 16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

         All representations and warranties contained herein shall survive the
execution and delivery of this Agreement, the Notes and the other Financing
Agreements, the purchase or transfer by any Purchaser of any Note or portion
thereof or interest therein and the payment of any Note, and may be relied upon
by any subsequent holder of a Note, regardless of any investigation made at any
time by or on behalf of such Purchaser or any other holder of a Note. All
statements contained in any certificate or other instrument delivered by or on
behalf of any Obligor pursuant to any Financing Agreement shall be deemed
representations and warranties of such Obligor under such Financing Agreement.
Subject to the preceding sentence, this Agreement, the Notes and the other
Financing Agreements embody the entire agreement and understanding between each
Purchaser and the Obligors and supersede all prior agreements and understandings
relating to the subject matter hereof.

SECTION 17. AMENDMENT AND WAIVER.

      Section 17.1. Requirements. This Agreement and the Notes may be amended,
and the observance of any term hereof or of the Notes may be waived (either
retroactively or prospectively), with (and only with) the written consent of the
Company and the Required Holders, except that (a) no amendment or waiver of any
of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term
(as it is used therein), will be effective as to any Purchaser

                                      -36-



TALX Corporation                                         Note Purchase Agreement

unless consented to by such Purchaser in writing, and (b) no such amendment or
waiver may, without the written consent of the holder of each Note at the time
outstanding affected thereby, (i) subject to the provisions of Section 12
relating to acceleration or rescission, change the amount or time of any
prepayment or payment of principal of, or reduce the rate or change the time of
payment or method of computation of interest or of the Make-Whole Amount on, the
Notes, (ii) change the percentage of the principal amount of the Notes the
holders of which are required to consent to any such amendment or waiver, or
(iii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

      Section 17.2. Solicitation of Holders of Notes.

         (a) Solicitation. The Company will provide each holder of the Notes
(irrespective of the amount of Notes then owned by it) with sufficient
information, sufficiently far in advance of the date a decision is required, to
enable such holder to make an informed and considered decision with respect to
any proposed amendment, waiver or consent in respect of any of the provisions
hereof or of the Notes. The Company will deliver executed or true and correct
copies of each amendment, waiver or consent effected pursuant to the provisions
of this Section 17 to each holder of outstanding Notes promptly following the
date on which it is executed and delivered by, or receives the consent or
approval of, the requisite holders of Notes.

         (b) Payment. The Company will not directly or indirectly pay or cause
to be paid any remuneration, whether by way of supplemental or additional
interest, fee or otherwise, or grant any security or provide other credit
support, to any holder of Notes as consideration for or as an inducement to the
entering into by any holder of Notes of any waiver or amendment of any of the
terms and provisions hereof unless such remuneration is concurrently paid, or
security is concurrently granted or other credit support concurrently provided,
on the same terms, ratably to each holder of Notes then outstanding even if such
holder did not consent to such waiver or amendment.

      Section 17.3. Binding Effect, etc. Any amendment or waiver consented to as
provided in this Section 17 applies equally to all holders of Notes and is
binding upon them and upon each future holder of any Note and upon the Obligors
without regard to whether such Note has been marked to indicate such amendment
or waiver. No such amendment or waiver will extend to or affect any obligation,
covenant, agreement, Default or Event of Default not expressly amended or waived
or impair any right consequent thereon. No course of dealing between the
Obligors and the holder of any Note nor any delay in exercising any rights
hereunder or under any Note shall operate as a waiver of any rights of any
holder of such Note. As used herein, the term "this Agreement" and references
thereto shall mean this Agreement as it may from time to time be amended or
supplemented.

      Section 17.4. Notes Held by Company, Etc. Solely for the purpose of
determining whether the holders of the requisite percentage of the aggregate
principal amount of Notes then outstanding approved or consented to any
amendment, waiver or consent to be given under this Agreement, the Notes or any
other Financing Agreement, or have directed the taking of any action provided
herein, in the Notes or any other Financing Agreement to be taken upon the
direction of the holders of a specified percentage of the aggregate principal
amount of Notes then

                                      -37-



TALX Corporation                                         Note Purchase Agreement

outstanding, Notes directly or indirectly owned by the Company or any of its
Affiliates shall be deemed not to be outstanding.

SECTION 18. NOTICES.

         All notices and communications provided for hereunder shall be in
writing and sent (a) by telecopy if the sender on the same day sends a
confirming copy of such notice by a recognized overnight delivery service
(charges prepaid), or (b) by registered or certified mail with return receipt
requested (postage prepaid), or (c) by a recognized overnight delivery service
(with charges prepaid). Any such notice must be sent:

                  (i) if to any Purchaser or its nominee, to such Purchaser or
         nominee at the address specified for such communications in Schedule A,
         or at such other address as such Purchaser or nominee shall have
         specified to the Company in writing,

                  (ii) if to any other holder of any Note, to such holder at
         such address as such other holder shall have specified to the Company
         in writing, or

                  (iii) if to the Company, to the Company at its address set
         forth at the beginning hereof to the attention of the Chief Executive
         Officer, or at such other address as the Company shall have specified
         to the holder of each Note in writing.

Notices under this Section 18 will be deemed given only when actually received.

SECTION 19. REPRODUCTION OF DOCUMENTS.

         This Agreement and all documents relating thereto, including, without
limitation, (a) consents, waivers and modifications that may hereafter be
executed, (b) documents received by any Purchaser at the Closing (except the
Notes themselves), and (c) financial statements, certificates and other
information previously or hereafter furnished to any Purchaser, may be
reproduced by such Purchaser by any photographic, photostatic, electronic,
digital, or other similar process and such Purchaser may destroy any original
document so reproduced. The Company agrees and stipulates that, to the extent
permitted by applicable law, any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative proceeding
(whether or not the original is in existence and whether or not such
reproduction was made by such Purchaser in the regular course of business) and
any enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence. This Section 19 shall not prohibit the
Company or any other holder of Notes from contesting any such reproduction to
the same extent that it could contest the original, or from introducing evidence
to demonstrate the inaccuracy of any such reproduction.

SECTION 20. CONFIDENTIAL INFORMATION.

         For the purposes of this Section 20, "Confidential Information" means
information delivered to any Purchaser by or on behalf of the Company or any
Subsidiary in connection with

                                      -38-



TALX Corporation                                         Note Purchase Agreement

the transactions contemplated by or otherwise pursuant to this Agreement that is
proprietary in nature and that was clearly marked or labeled or otherwise
adequately identified when received by such Purchaser as being confidential
information of the Company or such Subsidiary, provided that such term does not
include information that (a) was publicly known or otherwise known to such
Purchaser prior to the time of such disclosure, (b) subsequently becomes
publicly known through no act or omission by such Purchaser or any person acting
on such Purchaser's behalf, (c) otherwise becomes known to such Purchaser other
than through disclosure by the Company or such Subsidiary or by any Person known
by you to be acting in breach of any duty of confidentiality owed to the Company
or such Subsidiary or (d) constitutes financial statements delivered to such
Purchaser under Section 7.1 that are otherwise publicly available. Each
Purchaser will maintain the confidentiality of such Confidential Information in
accordance with procedures adopted by such Purchaser in good faith to protect
confidential information of third parties delivered to such Purchaser, provided
that such Purchaser may deliver or disclose Confidential Information to (i) its
directors, trustees, officers, employees, agents, attorneys and affiliates (to
the extent such disclosure reasonably relates to the administration of the
investment represented by its Notes), (ii) its financial advisors and other
professional advisors who agree to hold confidential the Confidential
Information substantially in accordance with the terms of this Section 20, (iii)
any other holder of any Note, (iv) any Institutional Investor to which it sells
or offers to sell such Note or any part thereof or any participation therein (if
such Person has agreed in writing prior to its receipt of such Confidential
Information to be bound by the provisions of this Section 20), (v) any Person
from which it offers to purchase any security of the Company (if such Person has
agreed in writing prior to its receipt of such Confidential Information to be
bound by the provisions of this Section 20), (vi) any federal or state
regulatory authority having jurisdiction over such Purchaser provided you advise
such authority of the confidential nature of such information, (vii) the NAIC or
the SVO or, in each case, any similar organization, or any nationally recognized
rating agency that requires access to information about such Purchaser's
investment portfolio provided you advise such authority of the confidential
nature of such information, or (viii) any other Person to which such delivery or
disclosure may be necessary or appropriate provided you advise such Person of
the confidential nature of such information, (w) to effect compliance with any
law, rule, regulation or order applicable to such Purchaser, (x) in response to
any subpoena or other legal process, (y) in connection with any litigation to
which such Purchaser is a party or (z) if an Event of Default has occurred and
is continuing, to the extent such Purchaser may reasonably determine such
delivery and disclosure to be necessary or appropriate in the enforcement or for
the protection of the rights and remedies under such Purchaser's Notes, this
Agreement and the other Financing Agreements. If you or any other receiving
party becomes legally required to disclose any confidential information by
order, request or demand as provided in this paragraph or otherwise, you or the
other receiving party shall provide the Company with prior prompt written notice
of such disclosure requirement, to the extent permitted by applicable law, so
that the Company may seek a protective order or other appropriate remedy and/or
waive compliance with respect to that disclosure and shall cooperate in
connection with such effort. Each holder of a Note, by its acceptance of a Note,
will be deemed to have agreed to be bound by and to be entitled to the benefits
of this Section 20 as though it were a party to this Agreement. On reasonable
request by the Company in connection with the delivery to any holder of a Note
of information required to be delivered to such holder under this Agreement or
requested by such holder (other than a holder that is a party to this Agreement
or its nominee), such holder will enter into an agreement with the Company

                                      -39-



TALX Corporation                                         Note Purchase Agreement

embodying the provisions of this Section 20. You agree that for purposes of
Regulation FD of the SEC, the provisions of Section 20 shall constitute a
confidentiality agreement within the meaning of Rule 100(b)(2) of Regulation FD.

SECTION 21. SUBSTITUTION OF PURCHASER.

         Each Purchaser shall have the right to substitute any one of its
Affiliates as the purchaser of the Notes that it has agreed to purchase
hereunder, by written notice to the Company, which notice shall be signed by
both such Purchaser and such Affiliate, shall contain such Affiliate's agreement
to be bound by this Agreement and shall contain a confirmation by such Affiliate
of the accuracy with respect to it of the representations set forth in Section
6. Such substituted purchaser shall provide to the Company in such notice of
transfer information reasonably requested by the Company in order to facilitate
delivery of notices to such substituted purchaser, including wire transfer
information similar to the information provided by you in Schedule A. Upon
receipt of such notice, any reference to such Purchaser in this Agreement (other
than in this Section 21), shall be deemed to refer to such Affiliate in lieu of
such original Purchaser. In the event that such Affiliate is so substituted as a
Purchaser hereunder and such Affiliate thereafter transfers to such original
Purchaser all of the Notes then held by such Affiliate, upon receipt by the
Company of notice of such transfer, any reference to such Affiliate as a
"Purchaser" in this Agreement (other than in this Section 21), shall no longer
be deemed to refer to such Affiliate, but shall refer to such original
Purchaser, and such original Purchaser shall again have all the rights of an
original holder of the Notes under this Agreement.

SECTION 22. MISCELLANEOUS.

      Section 22.1. Successors and Assigns. All covenants and other agreements
contained in this Agreement and in the other Financing Agreements by or on
behalf of any of the parties hereto or thereto bind and inure to the benefit of
their respective successors and assigns (including, without limitation, any
subsequent holder of a Note) whether so expressed or not.

      Section 22.2. Payments Due on Non-Business Days. Anything in this
Agreement, the Notes or in any other Financing Agreement to the contrary
notwithstanding (but without limiting the requirement in Section 8.5 that the
notice of any optional prepayment specify a Business Day as the date fixed for
such prepayment), any payment of principal of or Make-Whole Amount or interest
on any Note that is due on a date other than a Business Day shall be made on the
next succeeding Business Day without including the additional days elapsed in
the computation of the interest payable on such next succeeding Business Day;
provided that if the maturity date of any Note is a date other than a Business
Day, the payment otherwise due on such maturity date shall be made on the next
succeeding Business Day and shall include the additional days elapsed in the
computation of interest payable on such next succeeding Business Day.

      Section 22.3. Accounting Terms. All accounting terms used herein or in any
other Financing Agreement which are not expressly defined in this Agreement or
such other Financing Agreement have the meanings respectively given to them in
accordance with GAAP. Except as otherwise specifically provided herein, (i) all
computations made pursuant to this Agreement or

                                      -40-


TALX Corporation                                         Note Purchase Agreement

in any other Financing Agreement shall be made in accordance with GAAP, and (ii)
all financial statements shall be prepared in accordance with GAAP.

      Section 22.4. Severability. Any provision of this Agreement or any other
Financing Agreement that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall (to the full
extent permitted by law) not invalidate or render unenforceable such provision
in any other jurisdiction.

      Section 22.5. Construction, Etc. Each covenant contained herein and in any
other Financing Agreement shall be construed (absent express provision to the
contrary) as being independent of each other covenant contained herein and in
such other Financing Agreement, so that compliance with any one covenant shall
not (absent such an express contrary provision) be deemed to excuse compliance
with any other covenant. Where any provision herein refers to action to be taken
by any Person, or which such Person is prohibited from taking, such provision
shall be applicable whether such action is taken directly or indirectly by such
Person.

         For the avoidance of doubt, all Schedules and Exhibits attached to this
Agreement and the other Financing Agreements shall be deemed to be a part hereof
and thereof, as the case may be.

      Section 22.6. Counterparts. This Agreement and the other Financing
Agreements may be executed in any number of counterparts, each of which shall be
an original but all of which together shall constitute one instrument. Each
counterpart may consist of a number of copies hereof, each signed by less than
all, but together signed by all, of the parties hereto.

      Section 22.7. Governing Law. This Agreement and (except as otherwise
expressly stated therein) the other Financing Agreements shall be construed and
enforced in accordance with, and the rights of the parties shall be governed by,
the law of the State of Illinois excluding choice-of-law principles of the law
of such State that would permit the application of the laws of a jurisdiction
other than such State.

      Section 22.8. Jurisdiction and Process; Waiver of Jury Trial. (a) The
Company irrevocably submits to the non-exclusive jurisdiction of any Illinois
State or federal court sitting in the City of Chicago, over any suit, action or
proceeding arising out of or relating to this Agreement, the Notes or any other
Financing Agreement. To the fullest extent permitted by applicable law, the
Company irrevocably waives and agrees not to assert, by way of motion, as a
defense or otherwise, any claim that it is not subject to the jurisdiction of
any such court, any objection that it may now or hereafter have to the laying of
the venue of any such suit, action or proceeding brought in any such court and
any claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.

         (b) The Company consents to process being served by or on behalf of any
holder of Notes in any suit, action or proceeding of the nature referred to in
Section 22.8(a) by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage

                                      -41-



TALX Corporation                                         Note Purchase Agreement

prepaid, return receipt requested, to it at its address specified in Section 18
or at such other address of which such holder shall then have been notified
pursuant to said Section. The Company agrees that such service upon receipt (i)
shall be deemed in every respect effective service of process upon it in any
such suit, action or proceeding and (ii) shall, to the fullest extent permitted
by applicable law, be taken and held to be valid personal service upon and
personal delivery to it. Notices hereunder shall be conclusively presumed
received as evidenced by a delivery receipt furnished by the United States
Postal Service or any reputable commercial delivery service.

         (c) Nothing in this Section 22.8 shall affect the right of any holder
of a Note to serve process in any manner permitted by law, or limit any right
that the holders of any of the Notes may have to bring proceedings against the
Company in the courts of any appropriate jurisdiction or to enforce in any
lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

         (d) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT
ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED
IN CONNECTION HEREWITH OR THEREWITH.

                                    * * * * *

                                      -42-

TALX Corporation                                         Note Purchase Agreement

      If you are in agreement with the foregoing, please sign the form of
agreement on a counterpart of this Agreement and return it to the Company,
whereupon this Agreement shall become a binding agreement between you and the
Company.

                                         Very truly yours,

                                         TALX CORPORATION

                                         By /s/ L. Keith Graves
                                            ------------------------------------
                                            Name:  L. Keith Graves
                                            Title: Chief Financial Officer

                                      -43-


TALX Corporation                                         Note Purchase Agreement

This Agreement is hereby
accepted and agreed to as
of the date thereof.

                           PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY

                                By:   Prudential Investment Management, Inc.,
                                      as investment manager

                                      By /s/  BL
                                         ------------------------------
                                         Name:  Brian E. Lemons
                                         Title:   Vice President

                           THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

                           By   /s/  BL
                           --------------------------------------------
                                Name:  Brian E. Lemons
                                Title: Vice President

                           MTL INSURANCE COMPANY

                                By:   Prudential Private Placement Investors,
                                      L.P. (as Investment Advisor)

                                By:   Prudential Private Placement Investors,
                                      Inc. (as its General Partner)

                                      By /s/  BL
                                         ------------------------------
                                         Name:  Brian E. Lemons
                                         Title: Vice President

                                      -44-



TALX Corporation                                         Note Purchase Agreement

This Agreement is hereby
accepted and agreed to as
of the date thereof.

                                      THE GUARDIAN LIFE INSURANCE COMPANY OF
                                      AMERICA

                                      By  /s/  Barry Scheinholtz
                                         ---------------------------------------
                                         Name:  Barry Scheinholtz
                                         Title: Private Placements Manager

                                      -45-



TALX Corporation                                         Note Purchase Agreement

This Agreement is hereby
accepted and agreed to as
of the date thereof.

                               AMERICAN INVESTORS LIFE INSURANCE COMPANY

                                    By:   AmerUs Capital Management Group, Inc.,
                                          its authorized attorney-in-fact

                                       By  /s/  Roger D. Fors
                                           -------------------------------------
                                           Name:  Roger D. Fors
                                           Title: Vice President - Private
                                           Placements

                               AMERUS LIFE INSURANCE COMPANY

                                    By:  AmerUs Capital Management Group, Inc.,
                                         its authorized attorney-in-fact

                                       By  /s/  Roger D. Fors
                                           -------------------------------------
                                           Name:  Roger D. Fors
                                           Title: Vice President - Private
                                           Placements

                                      -46-



                       INFORMATION RELATING TO PURCHASERS

                                   SCHEDULE A
                          (to Note Purchase Agreement)



                                  DEFINED TERMS

      As used herein, the following terms have the respective meanings set forth
below or set forth in the Section hereof following such term:

      "Affiliate" means, at any time, and with respect to any Person, any other
Person that at such time directly or indirectly through one or more
intermediaries Controls, or is Controlled by, or is under common Control with,
such first Person, and, with respect to the Company, shall include any Person
beneficially owning or holding, directly or indirectly, 20% or more of any class
of voting or equity interests of the Company or any Subsidiary or any Person of
which the Company and its Subsidiaries beneficially own or hold, in the
aggregate, directly or indirectly, 20% or more of any class of voting or equity
interests. As used in this definition, "Control" means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities, by
contract or otherwise. Unless the context otherwise clearly requires, any
reference to an "Affiliate" is a reference to an Affiliate of the Company.

      "Anti-Terrorism Order" means Executive Order No. 13,224 of September 24,
2001, Blocking Property and Prohibiting Transactions with Persons Who Commit,
Threaten to Commit or Support Terrorism, 66 U.S. Fed. Reg. 49, 079 (2001), as
amended.

      "Bank Credit Agreement" means that certain Third Amended and Restated Loan
Agreement dated as of May 25, 2006 among the Company, certain banks and other
financial institutions party thereto, and LaSalle Bank National Association, as
Administrative Agent, as amended, restated, supplemented, modified, refinanced
or replaced from time to time.

      "Business Day" means (a) for the purposes of Section 8.7 only, any day
other than a Saturday, a Sunday or a day on which commercial banks in Chicago,
Illinois are required or authorized to be closed and (b) for the purposes of any
other provision of this Agreement, any day other than a Saturday, a Sunday or a
day on which commercial banks in St. Louis, Missouri or Chicago, Illinois are
required or authorized to be closed.

      "Capital Lease" means, at any time, a lease with respect to which the
lessee is required concurrently to recognize the acquisition of an asset and the
incurrence of a liability in accordance with GAAP.

      "Capital Lease Obligations" of any Person means the obligations of such
Person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof,
which obligations are required to be classified and accounted for as Capital
Leases on a balance sheet of such Person under GAAP, and the amount of such
obligations shall be the amount thereof that would appear as a liability on a
balance sheet of such Person determined in accordance with GAAP.

      "Change of Control" means any of the following events or circumstances:

                                   SCHEDULE B
                          (to Note Purchase Agreement)



            (i) if any person (as such term is used in section 13(d) and section
      14(d)(2) of the Exchange Act as in effect on the date of the Closing) or
      related persons constituting a group (as such term is used in Rule 13d-5
      under the Exchange Act), become the "beneficial owners" (as such term is
      used in Rule 13d-3 under the Exchange Act as in effect on the date of the
      Closing), directly or indirectly, of more than 50% of the total voting
      power of all classes then outstanding of the Company's voting stock, or

            (ii) the acquisition after the date of the Closing by any person (as
      such term is used in section 13(d) and section 14(d)(2) of the Exchange
      Act as in effect on the date of the Closing) or related persons
      constituting a group (as such term is used in Rule 13d-5 under the
      Exchange Act as in effect on the date of the Closing) of (i) the power to
      elect, appoint or cause the election or appointment of at least a majority
      of the members of the board of directors of the Company, through
      beneficial ownership of the capital stock of the Company or otherwise, or
      (ii) all or substantially all of the properties and assets of the Company.

      "Closing" is defined in Section 3.

      "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and the rules and regulations promulgated thereunder from time to time.

      "Company" means TALX Corporation, a Missouri corporation, or any successor
that becomes such in the manner prescribed in Section 10.7.

      "Confidential Information" is defined in Section 20.

      "Consolidated Debt" means at any time the aggregate Indebtedness of the
Company and its Subsidiaries in each case determined on a consolidated basis in
accordance with GAAP as of such time.

      "Consolidated Fixed Charges" means, with respect to any period, the sum of
(a) Consolidated Interest Expense, (b) Lease Rentals and (c) all mandatory or
scheduled payments or prepayments of principal on any Indebtedness of the
Company or any Subsidiary other than payments of principal with respect to
revolving or swingline loans under the Bank Credit Agreement.

      "Consolidated Income Available for Fixed Charges" means, with respect to
any period, Consolidated Net Income for such period plus (to the extent deducted
to calculate Consolidated Net Income): (i) expense for taxes paid or accrued
calculated on a consolidated basis; (ii) Consolidated Fixed Charges for such
period; and (iii) the non-cash charges of any share-based compensation awards,
to the extent such non-cash charges were expensed during such period in
accordance with SFAS 123 or are required to be shown as an expense in any
comparative financial statements for periods prior to the effective date of SFAS
123.

      "Consolidated Interest Expense" means, with reference to any period, the
interest expense (including without limitation interest expense under Capital
Lease Obligations that is

                                       B-2



treated as interest in accordance with GAAP) of the Company and its Subsidiaries
calculated on a consolidated basis for such period.

      "Consolidated Net Income" means, with reference to any period, the net
earnings (or loss) of the Company and its Subsidiaries for such period (taken as
a cumulative whole), as determined in accordance with GAAP, excluding, to the
extent deducted to calculate Consolidated Net Income: (i) extraordinary gain and
losses; and (ii) any equity interest of the Company on the unremitted earnings
of any Person that is not a Subsidiary.

      "Consolidated Net Worth" means, at any time, the value of stockholders'
equity of the Company and its Subsidiaries as of such time determined on a
consolidated basis in accordance with GAAP, less Restricted Investments in
excess of 20% of such stockholders' equity.

      "Consolidated Operating Cash Flow" means, with reference to any period,
Consolidated Net Income for such period plus, to the extent deducted from
revenues in determining Consolidated Net Income, (i) Consolidated Interest
Expense, (ii) expense for taxes paid or accrued, (iii) depreciation, (iv)
amortization, and (v) the non-cash charges of any share-based compensation
awards, to the extent such non-cash charges were expensed during such period in
accordance with SFAS 123 or are required to be shown as an expense in any
comparative financial statements for periods prior to the effective date of SFAS
123, in each case determined on a consolidated basis.

      "Consolidated Total Assets" means the total assets of the Company and its
Subsidiaries, determined on a consolidated basis in accordance with GAAP.

      "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.

      "Default" means an event or condition the occurrence or existence of which
would, with the lapse of time or the giving of notice or both, become an Event
of Default.

      "Default Rate" means that rate of interest per annum that is the greater
of (i) 2.0% per annum above the rate of interest stated in clause (a) of the
first paragraph of the Notes or (ii) 2.0% per annum over the rate of interest
publicly announced by LaSalle Bank, National Association in Chicago, Illinois as
its "base" or "prime" rate.

      "Disposition" is defined in Section 10.8.

      "Environmental Laws" means any and all Federal, state, local, and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including but not limited to
those related to Hazardous Materials.

                                       B-3



      "Equity Interests" means shares of capital stock, partnership interests,
membership interests in a limited liability company, beneficial interests in a
trust or other equity ownership interests in a Person, and any warrants, options
or other rights entitling the holder thereof to purchase or acquire any such
equity interest.

      "Equity Issuance" shall mean any issuance of Equity Interests of the
Company or any of its Subsidiaries, other than (i) any issuance of Equity
Interests by a Subsidiary to the Company or another Subsidiary or (ii) any
issuance of Equity Interests pursuant to any employee or director option
program, benefit plan or compensation program.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the rules and regulations promulgated thereunder
from time to time in effect.

      "ERISA Affiliate" means any trade or business (whether or not
incorporated) that is treated as a single employer together with any Obligor
under section 414 of the Code.

      "Event of Default" is defined in Section 11.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, and the rules and regulations promulgated thereunder from time to
time in effect.

      "Financing Agreements" means the Notes, this Agreement and any Subsidiary
Guarantee Agreement.

      "Form 10-K" is defined in Section 7.1(b).

      "Form 10-Q" is defined in Section 7.1(a).

      "GAAP" means generally accepted accounting principles as in effect from
time to time in the United States of America.

      "Governmental Authority" means

         (a) the government of

            (i) the United States of America or any State or other political
      subdivision thereof, or

            (ii) any other jurisdiction in which the Company or any Subsidiary
      conducts all or any part of its business, or which asserts jurisdiction
      over any properties of the Company or any Subsidiary, or

         (b) any entity exercising executive, legislative, judicial, regulatory
or administrative functions of, or pertaining to, any such government.

                                       B-4



      "Guaranty" means, with respect to any Person, any obligation (except the
endorsement in the ordinary course of business of negotiable instruments for
deposit or collection) of such Person guaranteeing or in effect guaranteeing any
Indebtedness, dividend or other obligation of any other Person in any manner,
whether directly or indirectly, including (without limitation) obligations
incurred through an agreement, contingent or otherwise, by such Person:

            (a) to purchase such Indebtedness or obligation or any property
      constituting security therefor;

            (b) to advance or supply funds (i) for the purchase or payment of
      such Indebtedness or obligation, or (ii) to maintain any working capital
      or other balance sheet condition or any income statement condition of any
      other Person or otherwise to advance or make available funds for the
      purchase or payment of such Indebtedness or obligation;

            (c) to lease properties or to purchase properties or services
      primarily for the purpose of assuring the owner of such Indebtedness or
      obligation of the ability of any other Person to make payment of the
      Indebtedness or obligation; or

            (d) otherwise to assure the owner of such Indebtedness or obligation
      against loss in respect thereof.

In any computation of the Indebtedness or other liabilities of the obligor under
any Guaranty, the Indebtedness or other obligations that are the subject of such
Guaranty shall be assumed to be direct obligations of such obligor.

      "Hazardous Material" means any and all pollutants, toxic or hazardous
wastes or other substances that might pose a hazard to health and safety, the
removal of which may be required or the generation, manufacture, refining,
production, processing, treatment, storage, handling, transportation, transfer,
use, disposal, release, discharge, spillage, seepage or filtration of which is
or shall be restricted, prohibited or penalized by any applicable law including,
but not limited to, asbestos, urea formaldehyde foam insulation, polychlorinated
biphenyls, petroleum, petroleum products, lead based paint, radon gas or similar
restricted, prohibited or penalized substances.

      "holder" means, with respect to any Note the Person in whose name such
Note is registered in the register maintained by the Company pursuant to Section
13.1.

      "Indebtedness" with respect to any Person means, at any time, without
duplication,

            (a) its liabilities for borrowed money and its redemption
      obligations in respect of mandatorily redeemable Preferred Stock;

            (b) its liabilities for the deferred purchase price of property
      acquired by such Person (excluding accounts payable arising in the
      ordinary course of business but including all liabilities created or
      arising under any conditional sale or other title retention agreement with
      respect to any such property);

                                       B-5



            (c) (i) all liabilities appearing on its balance sheet in accordance
      with GAAP in respect of Capital Leases and (ii) all liabilities which
      would appear on its balance sheet in accordance with GAAP in respect of
      Synthetic Leases assuming such Synthetic Leases were accounted for as
      Capital Leases;

            (d) all liabilities for borrowed money secured by any Lien with
      respect to any property owned by such Person (whether or not it has
      assumed or otherwise become liable for such liabilities); and

            (e) any Guaranty of such Person with respect to liabilities of a
      type described in any of clauses (a) through (d) hereof.

Indebtedness of any Person shall include all obligations of such Person of the
character described in clauses (a) through (e) to the extent such Person remains
legally liable in respect thereof notwithstanding that any such obligation is
deemed to be extinguished under GAAP. Indebtedness of any Person shall not
include any obligations of such Person under or with respect to Swap Contracts.

      "Institutional Investor" means (a) any Purchaser of a Note, (b) any holder
of a Note holding (together with one or more of its affiliates) more than
$2,000,000 of the aggregate principal amount of the Notes then outstanding, (c)
any bank, trust company, savings and loan association or other financial
institution, any pension plan, any investment company, any insurance company,
any broker or dealer, or any other similar financial institution or entity,
regardless of legal form, and (d) any Related Fund of any holder of any Note.

      "Intercreditor Agreement" means the Intercreditor Agreement attached
hereto as Exhibit 4.14 and executed by the parties thereto.

      "Lease Rentals" means, with respect to any period, the sum of the rental
and other obligations required to be paid during such period by the Company or
any Subsidiary as lessee under all leases of real or personal property (other
than Capital Leases), less any amount required to be paid by the lessee (whether
or not therein designated as rental or additional rental) on account of
maintenance and repairs, insurance, taxes, assessments, water rates and similar
charges, and less any related rental income from subleases, provided that, if at
the date of determination, any such rental or other obligations (or portion
thereof) are contingent or not otherwise definitely determinable by the terms of
the related lease, the amount of such obligations (or such portion thereof) (i)
shall be assumed to be equal to the amount of such obligations for the period of
12 consecutive calendar months immediately preceding the date of determination
or (ii) if the related lease was not in effect during such preceding 12-month
period, shall be the amount estimated by a Senior Financial Officer of the
Company on a reasonable basis and in good faith.

      "Lien" means, with respect to any Person, any mortgage, lien, pledge,
charge, security interest or other encumbrance, or any interest or title of any
vendor, lessor, lender or other secured party to or of such Person under any
conditional sale or other title retention agreement or

                                       B-6



Capital Lease, upon or with respect to any property or asset of such Person
(including in the case of stock, stockholder agreements, voting trust agreements
and all similar arrangements).

      "Make-Whole Amount" is defined in Section 8.7.

      "Material" means material in relation to the business, operations,
affairs, financial condition, assets or properties of the Company and its
Subsidiaries taken as a whole.

      "Material Adverse Effect" means a material adverse effect on (a) the
business, operations, affairs, financial condition, assets or properties of the
Company and its Subsidiaries taken as a whole, or (b) the ability of any Obligor
to perform its obligations under the Financing Agreements to which it is a
party, or (c) the validity or enforceability of any Financing Agreement.

      "Memorandum" is defined in Section 5.3.

      "Multiemployer Plan" means any Plan that is a "multiemployer plan" (as
such term is defined in section 4001(a)(3) of ERISA).

      "NAIC" means the National Association of Insurance Commissioners or any
successor thereto.

      "Notes" is defined in Section 1.

      "Obligors" means the Company and the Subsidiary Guarantors.

      "Officer's Certificate" means a certificate of a Senior Financial Officer
of an Obligor or of any other officer of an Obligor whose responsibilities
extend to the subject matter of such certificate.

      "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA or any successor thereto.

      "Person" means an individual, partnership, corporation, limited liability
company, association, trust, unincorporated organization, business entity or
Governmental Authority.

      "Plan" means an "employee benefit plan" (as defined in section 3(3) of
ERISA) subject to Title I of ERISA that is or, within the preceding five years,
has been established or maintained, or to which contributions are or, within the
preceding five years, have been made or required to be made, by the Company or
any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate
may have any liability.

      "Preferred Stock" means any class of capital stock of a Person that is
preferred over any other class of capital stock (or similar equity interests) of
such Person as to the payment of dividends or the payment of any amount upon
liquidation or dissolution of such Person.

                                       B-7



      "Priority Debt" means the sum, without duplication, of (i) Indebtedness of
the Company or any Subsidiary secured by Liens whether or not permitted pursuant
to clauses (a) through (i) of Section 10.6; and (ii) all other Indebtedness of
all Subsidiaries not otherwise permitted pursuant to clauses (a) through (d) of
Section 10.9.

      "property" or "properties" means, unless otherwise specifically limited,
real or personal property of any kind, tangible or intangible, choate or
inchoate.

      "PTE" means a Prohibited Transaction Exemption issued by the Department of
Labor.

      "Purchaser" is defined in the first paragraph of this Agreement.

      "Qualified Institutional Buyer" means any Person who is a "qualified
institutional buyer" within the meaning of such term as set forth in Rule
144A(a)(1) under the Securities Act.

      "Ratable Portion" means, with respect to any Note and any prepayment
pursuant to Section 8.8 with respect thereto, an amount equal to the product of
(a) the net proceeds of the Disposition in question being offered to the payment
of Senior Disposition Indebtedness in connection with such Disposition
multiplied by (b) a fraction the numerator of which is the outstanding principal
amount of such Note and the denominator of which is the aggregate principal
amount of all Senior Disposition Indebtedness with respect to which such offer
of prepayment is made.

      "Related Fund" means, with respect to any holder of any Note, any fund or
entity that (i) invests in Securities or bank loans, and (ii) is advised or
managed by such holder, the same investment advisor as such holder or by an
affiliate of such holder or such investment advisor.

      "Required Holders" means, at any time, the holders of more than 50% in
principal amount of the Notes at the time outstanding (exclusive of Notes then
owned by the Company or any of its Affiliates).

      "Responsible Officer" means any Senior Financial Officer and any other
officer of the Company or another applicable Obligor, as the context requires,
with responsibility for the administration of the relevant portion of this
Agreement.

      "Restricted Investments" means all investments except: (i) property to be
used in the ordinary course of business; (ii) assets arising from the sale of
goods and services in the ordinary course of business; (iii) investments in one
or more Subsidiaries or any Person that becomes a Subsidiary; (iv) investments
existing at the date of closing and any future earnings in respect thereof; (v)
investments in obligations, maturing within one year, issued by or guaranteed by
the United States of America, or an agency thereof, or Canada, or any province
thereof; (vi) investments in tax-exempt obligations of any U.S. state or
municipality, maturing within one year, which are rated in one of the top two
rating classifications by at least one national rating agency; (vii) investments
in certificates of deposit, banker's acceptances or demand deposits maturing
less than one year from the date of issuance thereof and issued by a commercial
bank which at the time of the making of such investment is rated in one of the
top two rating

                                       B-8



classifications by at least one national rating agency; (viii) investments in
commercial paper, maturing within 270 days, rated in the highest rating
classification by at least one national rating agency; (ix) investments in
repurchase agreements; (x) treasury stock or treasury stock that is subsequently
retired; (xi) investments in money market instrument programs that are
classified as current assets in accordance with GAAP; or (xii) investments in
demand deposit, checking accounts or other normal operating accounts of the
Company and its Subsidiaries.

      "SEC" shall mean the Securities and Exchange Commission of the United
States, or any successor thereto.

      "Securities" or "Security" shall have the meaning specified in Section
2(1) of the Securities Act.

      "Securities Act" means the Securities Act of 1933, as amended from time to
time, and the rules and regulations promulgated thereunder from time to time in
effect.

      "Senior Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or comptroller of the Company or another
applicable Obligor, as the context requires.

      "Senior Disposition Indebtedness" has the meaning set forth in Section
10.8 hereof.

      "Senior Indebtedness" means, with respect to any Person, all Indebtedness
of such Person which is not expressed to be subordinate or junior in rank to any
other Indebtedness of such Person.

      "Subsidiary" means, as to any Person, any other Person in which such first
Person or one or more of its Subsidiaries or such first Person and one or more
of its Subsidiaries owns sufficient equity or voting interests to enable it or
them (as a group) ordinarily, in the absence of contingencies, to elect a
majority of the directors (or Persons performing similar functions) of such
second Person, and any partnership or joint venture if more than a 50% interest
in the profits or capital thereof is owned by such first Person or one or more
of its Subsidiaries or such first Person and one or more of its Subsidiaries
(unless such partnership or joint venture can and does ordinarily take major
business actions without the prior approval of such Person or one or more of its
Subsidiaries). Unless the context otherwise clearly requires, any reference to a
"Subsidiary" is a reference to a Subsidiary of the Company.

      "Subsidiary Guarantee Agreement" means a subsidiary guarantee agreement
substantially in the form of Exhibit 4.13 (and any and all supplements thereto)
dated as of the date of the Closing and executed by each Subsidiary Guarantor
and any other guarantee agreements in form and substance satisfactory to the
Required Holders and their counsel guaranteeing the obligations of the Company
hereunder and under the Notes, in each case as amended, restated, supplemented
or otherwise modified from time to time.

      "Subsidiary Guarantor" means TALX UCM Services, Inc., a Missouri
corporation, TALX FasTime Services, Inc., a Texas corporation, TALX Employer
Services, LLC, a Missouri limited liability company, TBT Enterprises,
Incorporated, a Maryland corporation, UI

                                       B-9



Advantage, Inc., a Maryland corporation, Net Profit, Inc., a South Carolina
corporation, TALX Tax Incentive Services, LLC, a Missouri limited liability
company, Jon-Jay Associates, Inc., a Massachusetts corporation, TALX Tax Credits
and Incentives, LLC, a Missouri limited liability company, Management Insight
Incentives, LLC, a Missouri limited liability company, Unemployment Services,
LLC, a Missouri limited liability company, and Performance Assessment Network,
Inc., a Delaware corporation, together with any other Subsidiary who has
executed and delivered a Joinder Agreement or a Subsidiary Guarantee Agreement
pursuant to the provisions of Section 9.7.

      "SVO" means the Securities Valuation Office of the NAIC or any successor
to such Office.

      "Swap Contract" means (a) any and all interest rate swap transactions,
basis swap transactions, basis swaps, credit derivative transactions, forward
rate transactions, commodity swaps, commodity options, forward commodity
contracts, equity or equity index swaps or options, bond or bond price or bond
index swaps or options or forward foreign exchange transactions, cap
transactions, floor transactions, currency options, spot contracts or any other
similar transactions or any of the foregoing (including, but without limitation,
any options to enter into any of the foregoing), and (b) any and all
transactions of any kind, and the related confirmations, which are subject to
the terms and conditions of, or governed by, any form of master agreement
published by the International Swaps and Derivatives Association, Inc., any
International Foreign Exchange Master Agreement.

      "Synthetic Lease" means, at any time, any lease (including leases that may
be terminated by the lessee at any time) of any property (a) that is accounted
for as an operating lease under GAAP and (b) in respect of which the lessee
retains or obtains ownership of the property so leased for U.S. federal income
tax purposes, other than any such lease under which such Person is the lessor.

      "USA Patriot Act" means United States Public Law 107-56, Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time,
and the rules and regulations promulgated thereunder from time to time in
effect.

      "Wholly-Owned Subsidiary" means, at any time, any Subsidiary one hundred
percent of all of the equity interests (except directors' qualifying shares) and
voting interests of which are owned by any one or more of the Company and the
Company's other Wholly-Owned Subsidiaries at such time.

                                      B-10



                         CHANGES TO CORPORATE STRUCTURE

      On April 6, 2006, TALX Corporation acquired the stock of Performance
Assessment Network, Inc.

                                  SCHEDULE 4.9
                          (to Note Purchase Agreement)



                              DISCLOSURE MATERIALS

      1. On April 6, 2006, TALX Corporation acquired the stock of Performance
Assessment Network, Inc.

      2. Concurrently with the issuance of the Notes, TALX Corporation is
entering into a $150.0 million Third Amended and Restated Loan Agreement with
LaSalle Bank National Association and the other lenders party thereto.

      3. Current Report on Form 8-K filed on May 11, 2006 (dated May 10, 2006),
including the exhibits attached thereto.

                                  SCHEDULE 5.3
                          (to Note Purchase Agreement)



                           SUBSIDIARIES OF THE COMPANY
                        AND OWNERSHIP OF SUBSIDIARY STOCK




                                         JURISDICTION OF                                              SUBSIDIARY
              NAME                          FORMATION                        OWNERSHIP                GUARANTOR
- --------------------------------   ---------------------------   ----------------------------------   ----------
                                                                                             
TALX FasTime Services, Inc.        a Texas corporation           100% common stock owned by Company       Yes

TALX UCM Services, Inc.            a Missouri corporation        100% common stock owned by Company       Yes

TALX Employer Services, LLC        a Missouri limited            100% membership interests owned by       Yes
                                   liability company             Company

TBT Enterprises, Incorporated      a Maryland corporation        100% common stock owned by Company       Yes

UI Advantage, Inc.                 a Maryland corporation        100% common stock owned by Company       Yes

Net Profit, Inc.                   a South Carolina              100% common stock owned by Company       Yes
                                   corporation

TALX Tax Incentive Services, LLC   a Missouri limited            100% membership interests owned by       Yes
                                   liability company             Company

Jon-Jay Associates, Inc.           a Massachusetts               100% common stock owned by TALX          Yes
                                   corporation                   UCM Services, Inc.

Unemployment Services, LLC         a Missouri limited            100% membership interests owned by       Yes
                                   liability company             TALX UCM Services, Inc.

TALX Tax Credits and Incentives,   a Missouri limited            100% membership interests owned by       Yes
LLC                                liability company             Company

Management Insight Incentives,     a Missouri limited            100% membership interests owned by       Yes
LLC                                liability company             TALX Tax Credits and Incentives,
                                                                 LLC

Performance Assessment Network,    a Delaware corporation        100% common stock owned by Company       Yes
Inc.

TALX Limited                       a company organized under     Dormant                                   No
                                   the laws of England

Johnson & Associates, LLC          a Nebraska limited            100% common stock owned by TALX           No
                                   liability company             UCM Services, Inc.


                                  SCHEDULE 5.4
                          (to Note Purchase Agreement)



                   FINANCIAL STATEMENTS; MATERIAL LIABILITIES

      1. TALX Corporation's Form 10-Q for the fiscal period ended December 31,
2005

      2. TALX Corporation's Forms 10-K for fiscal years ended March 31, 2005 and
March 31, 2004 and Form 10-K/A for fiscal year ended March 31, 2003.

                                  SCHEDULE 5.5
                          (to Note Purchase Agreement)



                              EXISTING INDEBTEDNESS

      1. $150,000,000 Third Amended and Restated Loan Agreement dated as of the
date of Closing (the "2006 Loan Agreement"), between TALX Corporation, LaSalle
Bank National Association and the other lenders party thereto, which is jointly
and severally guaranteed by the Subsidiary Guarantors. The 2006 Loan Agreement
amended and restated the $200 million Second Amended and Restated Loan Agreement
dated as of April 14, 2005 (the "2005 Loan Agreement"), between TALX
Corporation, LaSalle Bank National Association and the other lenders party
thereto. The proceeds of the Notes will be used to repay loans outstanding under
the 2005 Loan Agreement on the date of Closing and for other general corporate
purposes.

      2. The Notes and the Subsidiary Guarantee Agreement.

      3. Various capital leases of equipment used in the business of TALX
Corporation and the Subsidiary Guarantors with Capital Lease Obligations not in
excess of $200,000.00.

                                  SCHEDULE 5.15
                          (to Note Purchase Agreement)



THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS AND, ACCORDINGLY, MAY
NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM
REGISTRATION UNDER SAID ACT OR SUCH OTHER LAWS.

                                  FORM OF NOTE

                                TALX CORPORATION

                  6.89% SENIOR GUARANTEED NOTE DUE MAY 25, 2014

No. [_____]                                                               [Date]
$[_______]                                                       PPN 874918 A* 6

      FOR VALUE RECEIVED, the undersigned, TALX CORPORATION (herein called the
"Company"), a corporation organized and existing under the laws of the State of
Missouri, hereby promises to pay to [____________], or registered assigns, the
principal sum of [_____________________] DOLLARS (or so much thereof as shall
not have been prepaid) on May 25, 2014, with interest (computed on the basis of
a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the
rate of 6.89% per annum from the date hereof, payable semiannually, on the 25th
day of May and November in each year, commencing with the May 25 or November 25
next succeeding the date hereof, until the principal hereof shall have become
due and payable, and (b) to the extent permitted by law, at a rate per annum
from time to time equal to the greater of (i) 8.89% or (ii) 2.0% over the rate
of interest publicly announced by LaSalle Bank, National Association from time
to time in Chicago, Illinois as its "base" or "prime" rate, on any overdue
payment of interest and, during the continuance of an Event of Default, on the
unpaid balance hereof and on any overdue payment of any Make-Whole Amount
payable semiannually as aforesaid (or, at the option of the registered holder
hereof, on demand).

      Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at LaSalle Bank, National Association in Chicago, Illinois or at such
other place as the Company shall have designated by written notice to the holder
of this Note as provided in the Note Purchase Agreement referred to below.

      The payment and performance of this Note is unconditionally guaranteed by
the Subsidiary Guarantors as provided in the Subsidiary Guarantee Agreements.

      This Note is one of a series of Senior Notes (herein called the "Notes")
issued pursuant to the Note Purchase Agreement, dated as of May 25, 2006 (as
from time to time amended, the "Note Purchase Agreement"), among the Company,
the other Obligors from time to time party thereto and the respective Purchasers
named therein and is entitled to the benefits thereof. Each holder of this Note
will be deemed, by its acceptance hereof, to have (i) agreed to the

                                    EXHIBIT 1
                          (to Note Purchase Agreement)



confidentiality provisions set forth in Section 20 of the Note Purchase
Agreement and (ii) made the representation set forth in Section 6.2 of the Note
Purchase Agreement. Unless otherwise indicated, capitalized terms used in this
Note shall have the respective meanings ascribed to such terms in the Note
Purchase Agreement.

      This Note is a registered Note and, as provided in the Note Purchase
Agreement, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice to
the contrary.

      The Company will make required prepayments of principal on the dates and
in the amounts specified in the Note Purchase Agreement. This Note is also
subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement, but not
otherwise.

      Additional interest hereon may also be required pursuant to Section 9.10
of the Note Purchase Agreement.

      If an Event of Default occurs and is continuing, the principal of this
Note may be declared or otherwise become due and payable in the manner, at the
price (including any applicable Make-Whole Amount) and with the effect provided
in the Note Purchase Agreement.

      This Note shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the law of the State of Illinois
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.

                                              TALX CORPORATION

                                              By
                                                --------------------------------
                                                   [Title]

                                       1-2



                    DESCRIPTION OF OPINION OF SPECIAL COUNSEL
                  TO THE COMPANY AND THE SUBSIDIARY GUARANTORS

May 25, 2006

The Purchasers listed in
Schedule I hereto

Re: TALX Corporation

Ladies and Gentlemen:

We have acted as special counsel to TALX Corporation, a Missouri corporation
("TALX"), TALX UCM Services, Inc., a Missouri corporation ("TUS"), TALX FasTime
Services, Inc., a Texas corporation ("TFTS"), TALX Employer Services, LLC, a
Missouri limited liability company ("TES"), TBT Enterprises, Incorporated, a
Maryland corporation ("TBT"), UI Advantage, Inc., a Maryland corporation ("UI"),
Net Profit, Inc., a South Carolina corporation ("NET"), TALX Tax Incentive
Services, LLC, a Missouri limited liability company ("TIS"), Jon-Jay Associates,
Inc., a Massachusetts corporation ("JJ"), TALX Tax Credits and Incentives, LLC,
a Missouri limited liability company ("TCI"), Management Insight Incentives,
LLC, a Missouri limited liability company ("MII"), Unemployment Services, LLC, a
Missouri limited liability company ("US"), and Performance Assessment Network,
Inc., a Delaware corporation ("PAN"), in connection with that certain Note
Purchase Agreement dated May 25, 2006 (the "Note Purchase Agreement"), among
TALX and the purchasers party thereto (the "Purchasers"). TUS, TFTS, TES, TBT,
UI, NET, TIS, JJ, TCI, MII, US and PAN are sometimes collectively referred to
herein as the "Guarantors," and, in the singular, as a "Guarantor." TALX and the
Guarantors are sometimes collectively referred to herein as the "Representation
Parties," and, in the singular, as a "Representation Party." All capitalized
terms which are defined in the Note Purchase Agreement shall have the same
meanings when used herein, unless otherwise specified.

In connection herewith, we have examined the documents listed on Annex A, Annex
B and Annex C attached hereto and such other documents, records and instruments,
and we have made such legal and factual inquiries, as we have deemed necessary
or appropriate as a basis for us to render the opinions hereinafter expressed.
The documents referenced in Annex A as items (d) through (k) are collectively
referred to herein as the "Financing Agreements." The documents referenced in
Annex A as items (a) and (b) are collectively referred to herein as the
"Organizational Documents."

                                 Exhibit 4.4(a)
                          (to Note Purchase Agreement)



In our examination of the foregoing, we have assumed the genuineness of all
signatures (other than the signatures of the Representation Parties), the legal
competence and capacity of natural persons, the authenticity of documents
submitted to us as originals and the conformity with authentic original
documents of all documents submitted to us as copies. When relevant facts were
not independently established, we have relied without independent investigation
as to matters of fact upon statements of governmental officials and upon
representations made in or pursuant to the Financing Agreements and certificates
and statements of appropriate representatives of the Representation Parties.

In connection herewith, we have assumed that, other than with respect to the
Representation Parties, all of the documents referred to in this opinion letter
have been duly authorized by, have been duly executed and delivered by, and
constitute the valid, binding and enforceable obligations of, all of the parties
to such documents, all of the signatories to such documents have been duly
authorized and all such parties are duly organized and validly existing and have
the power and authority (corporate or other) to execute, deliver and perform
such documents.

Based upon the foregoing and in reliance thereon, and subject to the
assumptions, comments, qualifications, limitations and exceptions set forth
herein, we are of the opinion that:

      1. Based solely on a recently dated good standing certificate from the
Secretary of State of the State of Missouri, TALX and TUS are validly existing
as corporations, in good standing under the laws of the State of Missouri.

      2. Based solely on a recently dated certificate of existence from the
Secretary of State of the State of Texas and a recently dated certificate of
account status from the Texas Comptroller of Public Accounts, TFTS is validly
existing as a corporation, in good standing under the laws of the State of
Texas.

      3. Based solely on recently dated good standing certificates from the
State Department of Assessments and Taxation of the State of Maryland, TBT and
UI are validly existing as corporations, in good standing under the laws of the
State of Maryland.

      4. Based solely on a recently dated certificate of existence from the
Secretary of State of the State of South Carolina, NET is validly existing as a
corporation under the laws of the State of South Carolina.

      5. Based solely on a recently dated good standing certificate from the
Secretary of the Commonwealth of the Commonwealth of Massachusetts, JJ is
validly existing as a corporation, in good standing under the laws of the
Commonwealth of Massachusetts.

      6. Based solely on recently dated good standing certificates from the
Secretary of State of the State of Missouri, TES, TIS, TCI, MII and US are
validly existing as limited liability companies, in good standing under the laws
of the State of Missouri.

                                   E-4.4(a)-4



      7. Based solely on a recently dated good standing certificate from the
Secretary of State of the State of Delaware, PAN is validly existing as a
corporation, in good standing under the laws of the State of Delaware.

      8. Based solely on recently dated good standing certificates from the
Secretaries of State or other appropriate official of the applicable
jurisdictions, the Representation Parties are duly qualified or admitted to
transact business and are in good standing as foreign corporations or limited
liability companies in the jurisdictions set forth on Annex C.

      9. Each Representation Party has all requisite organizational power to
own, lease and operate its material properties and assets and conduct its
business in all material respects as now being conducted and as set forth in the
offering disclosure document.

      10. The execution and delivery by each Representation Party of each
Financing Agreement to which it is a party and the performance by such
Representation Party of its obligations thereunder are within the organizational
power of such Representation Party and have been duly authorized by all
necessary organizational action on the part of such Representation Party.

      11. Each of the Financing Agreements has been duly executed and delivered
by each Representation Party which is a party thereto and constitutes the valid
and binding obligation of such Representation Party, enforceable against such
Representation Party in accordance with its terms.

      12. No consent, approval, authorization or other action by, and no notice
to or filing with, any United States federal or Missouri or Illinois state
governmental authority or regulatory body that we, based on our experience,
recognize as applicable to the Representation Parties in a transaction of this
type, is required for the due execution, delivery and performance by the
Representation Parties of their respective obligations under the Financing
Agreements, except for (i) such consents, approvals, filings or registrations
that have been obtained or made on or prior to the date hereof and are in full
force and effect, (ii) the filing of a Current Report on Form 8-K with the
Securities and Exchange Commission, and (iii) any filings or other actions
required pursuant to state securities or blue sky laws (other than the blue sky
laws of the State of Missouri) or the rules of the National Association of
Securities Dealers, Inc. ("NASD"), as to which we express no opinion.

      13. We hereby confirm to you that, to our knowledge, no action or
proceeding against and naming any Representation Party is pending or overtly
threatened by written communication to any Representation Party before any
United States federal, or Illinois or Missouri state court, governmental
authority or arbitrator that calls into question the validity or enforceability
of the Financing Agreements.

      14. The execution and delivery by each Representation Party of the
Financing Agreements to which such Representation Party is a party and the
performance by such Representation Party of its obligations thereunder do not
result in (a) any violation by such Representation Party of (i) the provisions
of its Organizational Documents, (ii) any provision of

                                   E-4.4(a)-5



applicable United States federal or Missouri or Illinois state law that we,
based on our experience, recognize as applicable to such Representation Party in
a transaction of this type, other than state securities or blue sky laws (other
than the blue sky laws of the State of Missouri) or the rules of the NASD, as to
which we express no opinion, or (iii) to our knowledge, any order, writ,
judgment or decree of any United States federal or Missouri or Illinois state
court or governmental authority or regulatory body that names a Representation
Party or is specifically directed to any Representation Party or any of its
material properties, or (b) a breach or default, or result in the creation or
imposition of any security interest or lien upon any of the properties of such
Representation Party, under or pursuant to any material agreement, contract or
instrument to which such Representation Party is a party or by which it is
bound. For purposes of the foregoing, we have assumed that the only material
agreements, contracts or instruments to which such Representation Party is a
party or by which it is bound are those identified on Annex D hereto.

      15. The application of the proceeds of the issue and sale of the Notes as
set forth in Section 5.14 of the Note Purchase Agreement will not violate
Regulations T, U or X of the Board of Governors of the Federal Reserve System,
12 C.F.R. Sections 220, 221 and 224, respectively.

      16. No Representation Party is an "investment company" or an entity
"controlled" by an "investment company," within the meaning of the Investment
Company Act of 1940, as amended.

      17. Assuming (i) the accuracy of the representations and warranties of
TALX and the Purchasers set forth in the Note Purchase Agreement, and (ii) the
accuracy of the representations and warranties of LaSalle Debt Capital Markets
in its letter to us of even date herewith, the issuance, sale and delivery of
the Notes by TALX and the applicable Subsidiary Guaranty Agreement by each
respective Representation Party under the circumstances contemplated by the Note
Purchase Agreement do not under existing law require the registration of the
Notes or the Subsidiary Guaranty Agreements under the Securities Act or the
qualification of an indenture under the Trust Indenture Act of 1939, as amended,
it being understood that no opinion is expressed as to the resale of the Notes.

In addition to the assumptions, comments, qualifications, limitations and
exceptions set forth above, the opinions set forth herein are further limited
by, subject to and based upon the following assumptions, comments,
qualifications, limitations and exceptions:

      (a) Wherever this opinion letter refers to matters "known to us," or to
our "knowledge," or words of similar import, such reference means that, during
the course of our representation of the Representation Parties with respect to
the Financing Agreements, we have requested information of the Representation
Parties concerning the matter referred to and no information has come to the
attention of (either as a result of such request for information or otherwise)
the attorneys currently employed by our Firm devoting substantive attention or a
material amount of time thereto, which has given us actual knowledge of the
existence (or absence) of facts to the contrary. Except as otherwise stated
herein, we have undertaken no independent investigation or verification of such
matters, and no inference should be drawn to the contrary from the fact of our
representation of the Representation Parties.

                                   E-4.4(a)-6



      (b) Our opinions herein reflect only the application of applicable
Missouri and Illinois state law (excluding the securities and blue sky laws of
Illinois) and the federal laws of the United States, and, to the extent required
by the foregoing opinions, the Delaware General Corporation Law. For the
purposes of the foregoing opinions, the Firm attorneys who prepared this opinion
letter are not licensed in the States of Delaware, Texas, Maryland, South
Carolina or Massachusetts, and, with your permission, to the extent required by
the foregoing opinions, such opinions reflect only a reading of the statutory
provisions of the Texas Business Corporation Act, the South Carolina Business
Corporation Act of 1988, the Maryland General Corporation Law and the
Massachusetts Business Corporation Act, in each case as reported in Aspen Law &
Business Corporation Statutes, updated through May 1, 2006. The opinions set
forth herein are made as of the date hereof and are subject to, and may be
limited by, future changes in the factual matters set forth herein, and we
undertake no duty to advise you of the same. The opinions expressed herein are
based upon the law in effect (and published or otherwise generally available) on
the date hereof, and we assume no obligation to revise or supplement these
opinions should such law be changed by legislative action, judicial decision or
otherwise. In rendering our opinions, we have not considered, and hereby
disclaim any opinion as to, the application or impact of any laws, cases,
decisions, rules or regulations of any other jurisdiction, court or
administrative agency.

      (c) The enforceability of the Financing Agreements may be limited by (i)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium or
similar laws affecting or relating to the rights and remedies of creditors
generally including, without limitation, laws relating to fraudulent transfers
or conveyances, preferences and equitable subordination, (ii) general principles
of equity (regardless of whether considered in a proceeding in equity or at
law), and (iii) an implied covenant of good faith and fair dealing.

      (d) Our opinions are further subject to the effect of generally applicable
rules of law arising from statutes, judicial and administrative decisions, and
the rules and regulations of governmental authorities that: (i) limit or affect
the enforcement of provisions of a contract that purport to require waiver of
the obligations of good faith, fair dealing, diligence and reasonableness, (ii)
limit the availability of a remedy under certain circumstances where another
remedy has been elected, (iii) limit the enforceability of provisions releasing,
exculpating, or exempting a party from, or requiring indemnification of a party
for, liability for its own action or inaction, to the extent the action or
inaction involves negligence, recklessness, willful misconduct or unlawful
conduct, (iv) may, where less than all of the contract may be unenforceable,
limit the enforceability of the balance of the contract to circumstances in
which the unenforceable portion is not an essential part of the agreed exchange
and (v) govern and afford judicial discretion regarding the determination of
damages and entitlement to attorneys' fees.

      (e) We express no opinion as to:

      (i) the enforceability of any provision in any of the Financing Agreements
purporting or attempting to (A) confer exclusive venue upon certain courts or
otherwise waive the defenses of forum non conveniens or improper venue or (B)
confer subject matter jurisdiction on a court not having independent grounds
therefor or (C) modify or waive the requirements for effective service of
process for any action that may be brought or (D) waive the right of the
Representation Parties or any other person to a trial by jury or (E) provide
that remedies are

                                   E-4.4(a)-7



cumulative or that decisions by a party are conclusive or (F) modify or waive
the rights to notice, legal defenses, statutes of limitations or other benefits
that cannot be waived under applicable law;

            (ii) the enforceability of (A) any rights to indemnification or
contribution provided for in the Financing Agreements which are violative of
public policy underlying any law, rule or regulation (including any federal or
state securities law, rule or regulation) or the legality of such rights, (B)
any provisions purporting to provide to the Purchasers the right to receive
costs and expenses beyond those reasonably incurred by such parties, (C)
provisions in the Financing Agreements whose terms are left open for later
resolution by the parties, or (D) except as expressly set forth herein, the
choice of law provisions of the Financing Agreements;

            (iii) whether any Guarantor may guarantee or otherwise be liable for
indebtedness incurred by TALX except to the extent that any such Guarantor may
be determined to have benefited from the incurrence of the indebtedness by TALX;

            (iv) the validity, binding effect or enforceability of any provision
that purports to provide for late charges, prepayment charges or yield
maintenance charges, liquidated damages or "penalties" or acceleration of future
amounts owing (other than principal) without appropriate discount to present
value, to the extent any of such provisions may be construed or determined to
constitute a penalty or otherwise be construed or determined to be unreasonable
in light of anticipated loss, or of any provision that purports to provide for
the payment of interest on interest; or

            (v) the accuracy, completeness or fairness of any statements or
disclosures made in connection with the offer or sale of the Notes.

      (f) With specific reference to the opinion expressed in Paragraph 10 above
and in further qualification of such opinion, the enforceability of the guaranty
by TUS may be limited by Article XI, Section 7 of The Constitution of the State
of Missouri. In particular, as against a Missouri corporation, enforceability of
a guaranty may be subject to attack on state constitutional grounds. The
Constitution of the State of Missouri, Article XI, Section 7, prohibits Missouri
corporations from issuing stocks, bonds or other obligations for the payment of
money except for money paid, labor done or property actually received, and voids
issuances in violation thereof. While the issue is not free from doubt, it is
our best judgment that a court applying Missouri law would hold that
enforceability of a guaranty may not successfully be challenged on these
grounds.

      (g) With specific reference to the opinion expressed in Paragraph 11 above
and in further qualification of such opinion, a court sitting in the State of
Illinois will look to the conflict of law rules of the State of Illinois to
determine which law governs. Under Illinois law, the parties to a loan contract
for an amount equal to $250,000 or more may agree that the contract shall be
governed by the laws of the State of Illinois whether or not the contract bears
a reasonable relation to Illinois. The general rule stated above does not apply
to such contract if Section 1/105(2) of the Uniform Commercial Code of the State
of Illinois provides otherwise or permits application of other law.

      (h) With respect to the opinions expressed in Paragraphs 12, 14 and 17
above, we have assumed that (i) each of the offerees, including the Purchasers,
constituted "institutional investors" within the meaning of Section
409.1--102(11) of the Missouri Securities Act of 2003 and (ii) LaSalle Debt
Capital Markets and its relevant personnel have duly obtained all necessary

                                   E-4.4(a)-8



registrations, licenses and permits to act as the exclusive agent for the
Representation Parties under applicable federal and state laws in connection
with the offering of the Notes and the Subsidiary Guaranty Agreements, and all
such licenses, registrations and permits are and were at all relevant times in
full force and effect.

We do not render any opinions except as set forth above. Except as may be
expressly covered by this opinion, we are not expressing any opinion as to the
effect of compliance by any Purchaser with any state or federal laws or
regulations applicable to the transactions contemplated by the Financing
Agreements because of the nature of any of its businesses.

This opinion letter is being delivered by us as special counsel for the
Representation Parties pursuant to the provisions of Section 4.4 of the Note
Purchase Agreement at the request of the Representation Parties and is given
solely for your benefit, may not be relied upon by any other Person and shall
not be distributed to any other Person without our prior written consent in each
instance, except that this opinion may be distributed to (a) potential
transferees and subsequent institutional transferees that acquire the Notes in
accordance with the Note Purchase Agreement and (b) examiners and other
regulatory authorities should they so request or in connection with their normal
examination.

Very truly yours,

                                   E-4.4(a)-9



                                   SCHEDULE I

                                   PURCHASERS

PRUDENTIAL RETIREMENT INSURANCE AND
ANNUITY COMPANY
c/o Prudential Capital Group
2200 Ross Avenue, Suite 4200E
Dallas, Texas  75201

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
c/o Prudential Capital Group
2200 Ross Avenue, Suite 4200E
Dallas, TX 75201

MTL INSURANCE COMPANY
Prudential Private Placement Investors, L.P.
c/o Prudential Capital Group
2200 Ross Avenue, Suite 4200E
Dallas, TX 75201

THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
7 Hanover Square
New York, New York  10004-2616

AMERICAN INVESTORS LIFE INSURANCE COMPANY
c/o AmerUs Capital Management
699 Walnut Street, Suite 1700
Des Moines, Iowa  50309

AMERUS LIFE INSURANCE COMPANY
c/o AmerUs Capital Management
699 Walnut Street, Suite 1700
Des Moines, Iowa  50309



                                     ANNEX A

                          LIST OF TRANSACTION DOCUMENTS

      (a) The Articles of Incorporation of TALX, TUS, TFTS, TBT, UI and NET, the
Certificate of Incorporation of PAN, and the Articles of Organization of TES,
TIS, JJ, TCI, MII and US, in each case as amended to date;

      (b) The By-laws of TALX, TUS, TFTS, TBT, UI, NET, JJ and PAN and the
Operating Agreements of TES, TIS, TCI, MII and US, in each case as amended to
date, as certified to us by the Secretary of each Representation Party;

      (c) All records of proceedings and actions of the respective Boards of
Directors, shareholders or members of each Representation Party, as the case may
be, relating to the Financing Agreements and the transactions contemplated
thereby, as certified to us by the Secretary of each Representation Party;

      (d) the Note Purchase Agreement;

      (e) the 6.89% Senior Note in the principal amount of $24,000,000.00 from
TALX in favor of Prudential Retirement Insurance and Annuity Company;

      (f) the 6.89% Senior Note in the principal amount of $21,000,000.00 from
TALX in favor of Prudential Insurance Company of America;

      (g) the 6.89% Senior Note in the principal amount of $3,000,000.00 from
TALX in favor of MTL Insurance Company;

      (h) the 6.89% Senior Note in the principal amount of $18,000,000.00 from
TALX in favor of The Guardian Life Insurance Company of America;

      (i) the 6.89% Senior Note in the principal amount of $6,000,000.00 from
TALX in favor of American Investors Insurance Company;

      (j) the 6.89% Senior Note in the principal amount of $3,000,000.00 from
TALX in favor of AmerUs Life Insurance Company;

      (k) Subsidiary Guaranty Agreement of the Guarantors dated the date hereof
and executed by the Guarantors for the benefit of the Purchasers;

      (l) The domestic good standing certificates listed on Annex B attached
hereto;

      (m) The foreign good standing certificates from the jurisdictions listed
on Annex C attached hereto; and

      (n) Certificates and statements of officers of each Representation Party,
representations and warranties of each Representation Party in the Financing
Agreements and certificates and statements of public officials with respect to
certain factual matters.



                                     ANNEX B

                   LIST OF DOMESTIC GOOD STANDING CERTIFICATES

TALX CORPORATION

Certificate of Corporate Good Standing dated May 8, 2006 issued by the Secretary
of State of the State of Missouri

TALX UCM SERVICES, INC.

Certificate of Corporate Good Standing dated May 8, 2006 issued by the Secretary
of State of the State of Missouri

TALX FASTIME SERVICES, INC.

Certificate of Account Status dated May 5, 2006 issued by the Comptroller of
Public Accounts of the State of Texas and Certificate dated May 5, 2006 issued
by the Secretary of State of the State of Texas

TALX EMPLOYER SERVICES, LLC

Certificate of Good Standing dated May 8, 2006 issued by the Secretary of State
of the State of Missouri

NET PROFIT, INC.

Certificate of Existence dated May 8, 2006 issued by the Secretary of State of
South Carolina

UI ADVANTAGE, INC.

Certificate of Good Standing dated May 8, 2006 issued by the State Department of
Assessments and Taxation of the State of Maryland

TBT ENTERPRISES, INCORPORATED

Certificate of Good Standing dated May 8, 2006 issued by the State Department of
Assessments and Taxation of the State of Maryland

TALX TAX INCENTIVE SERVICES, LLC

Certificate of Good Standing dated May 8, 2006 by the Secretary of State of the
State of Missouri

JON-JAY ASSOCIATES, INC.

Certificate of Good Standing dated May 4, 2006 issued by the Secretary of the
Commonwealth of the Commonwealth of Massachusetts

TALX TAX CREDITS AND INCENTIVES, LLC

Certificate of Good Standing dated May 8, 2006 issued by the Secretary of State
of the State of Missouri

MANAGEMENT INSIGHT INCENTIVES, LLC

Certificate of Good Standing dated May 8, 2006 issued by the Secretary of State
of the State of Missouri

UNEMPLOYMENT SERVICES, LLC

Certificate of Good Standing dated May 8, 2006 issued by the Secretary of State
of the State of Missouri

PERFORMANCE ASSESSMENT NETWORK, INC.

Certificate of Good Standing dated May 16, 2006 issued by the Secretary of State
of the State of Delaware



                                     ANNEX C

                       FOREIGN GOOD STANDING CERTIFICATES



REPRESENTATION PARTY                         FOREIGN JURISDICTIONS
                                     
TALX Corporation                        -    Arizona, Arkansas, California, Colorado, Connecticut, District of
                                             Columbia, Delaware, Florida, Georgia, Hawaii, Illinois, Indiana,
                                             Iowa, Louisiana, Massachusetts, Michigan, Minnesota, Nevada, New
                                             Jersey, New York, North Carolina, Ohio, Oklahoma, Oregon,
                                             Pennsylvania, Texas, Wisconsin

TALX UCM Services, Inc.                 -    Arizona, California, Colorado, Connecticut, Florida, Georgia,
                                             Illinois, Iowa, Kansas, Maryland, Massachusetts, Michigan,
                                             Minnesota, Nevada, New Jersey, New Mexico, New York, Ohio, Oklahoma,
                                             Oregon, Pennsylvania, Tennessee, Texas, Utah, Virginia, Washington

TALX Employer Services, LLC             -    Arizona, California, Ohio, Pennsylvania

Jon-Jay Associates, Inc.                -    California, Florida, Maryland, Ohio, Texas

TALX Tax Incentive Services, LLC        -    Texas

Unemployment Services, LLC              -    Colorado, Nebraska

Management Insight Incentives, LLC      -    Texas

Performance Assessment Network, Inc.    -    Indiana




                                     ANNEX D

                  MATERIAL AGREEMENTS, CONTRACTS OR INSTRUMENTS

1.    Third Amended and Restated Loan Agreement dated as of the date hereof
      among TALX, as borrower, LaSalle Bank National Association, as a lender
      and as administrative agent, and the other lenders party thereto.

2.    Amended and Restated Guaranty dated as of the date hereof and delivered by
      the Guarantors pursuant to the Third Amended and Restated Loan Agreement
      dated as of the date hereof among TALX, as borrower, LaSalle Bank National
      Association, as a lender and as administrative agent, and the other
      lenders party thereto.

3.    Form of Incentive Stock Option Agreement, attached as Exhibit 10.2 to
      TALX's Registration Statement on Form S-1 (File No. 333-10969).

4.    TALX Corporation Amended and Restated 1994 Stock Option Plan, attached as
      Exhibit 10.2 to TALX's Registration Statement on Form S-1 (File No.
      333-10969).

5.    Form of Non-Qualified Stock Option Agreement, attached as Exhibit 10.4 to
      TALX's Registration Statement on Form S-1 (File No. 333-10969).

6.    TALX Corporation Outside Directors' Stock Option Plan, attached as Exhibit
      10.6 to TALX's Registration Statement on Form S-1 (File No. 333-10969).

7.    Amendment to TALX Corporation Outside Directors' Stock Option Plan,
      attached as Exhibit 10.6.1 to TALX's Annual Report on Form 10-K for the
      year ended March 31, 2001 (File No. 000-21465).

8.    Second Amendment to TALX Corporation Outside Directors' Stock Option Plan,
      available on TALX's Schedule 14A filed July 23, 2004 (File No. 000-21465).

9.    Form of Director Stock Option Agreement, attached as Exhibit 10.7 to
      TALX's Annual Report on Form 10-K for the year ended March 31, 1998 (File
      No. 000-21465).

10.   Lease dated March 28, 1996 by and between TALX Corporation and Stephen C.
      Murphy, Thomas W. Holley, Arthur S. Margulis and Samuel B. Murphy, Trustee
      of the Samuel B. Murphy Revocable Living Trust UTA 1/9/91, dba "Adie Road
      Partnership."

11.   Employment Agreement between TALX Corporation and Mr. Canfield, attached
      as Exhibit 10.21 to Amendment No. 2 to TALX's Registration Statement on
      Form S-1 (File No. 333-10969).

12.   License Agreement by and between A2D, L.P. and TALX Corporation, dated as
      of April 1, 2001.



13.   TALX Corporation 2004-2006 Long-Term Incentive Plan, attached as Exhibit
      10.1 to TALX's Quarterly Report on Form 10-Q for the quarter ended
      September 30, 2003 (File No. 000-21465).

14.   First Amendment to and Complete Restatement of Split-Dollar Agreements and
      Related Insurance Agreements, dated March 31, 1999, by and among TALX
      Corporation, William W. Canfield, and Thomas M. Canfield and James W.
      Canfield, Trustees of the Canfield Family Irrevocable Insurance Trust U/A
      March 31, 1993.

15.   Form of Employment Agreement for Messrs. Chaffin, Graves, & Smith,
      attached as Exhibit 10.1 to TALX's Current Report on Form 8-K filed May
      17, 2005.

16.   FY05 Incentive Bonus Plan Agreement for Corporate Officers, attached as
      Exhibit 10.7 to TALX's Quarterly Report on Form 10-Q for the quarter ended
      December 31, 2004 (File No. 000-21465).

17.   Form of Incentive Stock Option Agreement, attached as Exhibit 10.9 to
      TALX's Quarterly Report on Form 10-Q for the quarter ended December 31,
      2004 (File No. 000-21465).

18.   TALX Corporation 2005 Omnibus Incentive Plan, attached as Attachment B to
      TALX's definitive proxy statement on Schedule 14A filed on July 22, 2005.

19.   Form of Restricted Stock Agreement (Employee), attached as Exhibit 10.39
      to TALX's Current Report on Form 8-K filed on September 23, 2005 (File No.
      000-21465).

20.   Form of Restricted Stock Agreement (Outside Director), attached as Exhibit
      10.40 to TALX's Current Report on Form 8-K filed on September 23, 2005
      (File No. 000-21465).

21.   TALX Corporation 2006 - 2008 Long-Term Incentive Plan, attached as Exhibit
      10.41 to TALX's Quarterly Report on Form 10-Q for the quarter ended
      September 31, 2005 (File No. 000-21465).

22.   TALX's Nonqualified Savings and Retirement Plan.



                       FORM OF OPINION OF SPECIAL COUNSEL
                                TO THE PURCHASERS

      The closing opinion of Chapman and Cutler LLP, special counsel to the
Purchasers, called for by Section 4.4(b) of the Note Purchase Agreement, shall
be dated the date of the Closing and addressed to the Purchasers, shall be
satisfactory in form and substance to the Purchasers and shall be to the effect
that:

            1. The Company is a corporation, validly existing and in good
      standing under the laws of the State of Missouri and has the corporate
      power and the corporate authority to execute and deliver the Note Purchase
      Agreement and to issue the Notes.

            2. The Note Purchase Agreement constitutes the legal, valid and
      binding contract of the Company enforceable in accordance with its terms,
      subject to bankruptcy, insolvency, fraudulent conveyance and similar laws
      affecting creditors' rights generally, and general principles of equity
      (regardless of whether the application of such principles is considered in
      a proceeding in equity or at law).

            3. The Notes constitute the legal, valid and binding obligations the
      Company enforceable in accordance with their terms, subject to bankruptcy,
      insolvency, fraudulent conveyance and similar laws affecting creditors'
      rights generally, and general principles of equity (regardless of whether
      the application of such principles is considered in a proceeding in equity
      or at law).

            4. The issuance, sale and delivery of the Notes under the
      circumstances contemplated by the Note Purchase Agreement do not, under
      existing law, require the registration of the Notes under the Securities
      Act of 1933, as amended, or the qualification of an indenture under the
      Trust Indenture Act of 1939, as amended.

      In rendering the opinion set forth in paragraph 1 above, Chapman and
Cutler LLP may rely solely upon an examination of the [ARTICLES] of
Incorporation certified by, and a certificate of good standing of the Company
from, the Secretary of State of the State of Missouri. The opinion of Chapman
and Cutler LLP is limited to the laws of the State of Illinois and the Federal
laws of the United States.

      With respect to matters of fact upon which such opinion is based, Chapman
and Cutler LLP may rely on appropriate certificates of public officials and
officers of the Company and upon representations of the Company and the
Purchasers delivered in connection with the issuance and sale of the Notes.

                                 EXHIBIT 4.4(b)
                          (to Note Purchase Agreement)

                     FORM OF SUBSIDIARY GUARANTEE AGREEMENT
===============================================================================

                               GUARANTY AGREEMENT

                            Dated as of May 25, 2006

                                       By

                          CERTAIN SUBSIDIARY GUARANTORS

                                       of

                                TALX CORPORATION

        Re:   $75,000,000 6.89% Senior Guaranteed Notes due May 25, 2014

                                       of
                                TALX Corporation
===============================================================================

                                  EXHIBIT 4.13
                          (to Note Purchase Agreement)



                                TABLE OF CONTENTS

                          (Not a part of the Agreement)



SECTION                                         HEADING                                 PAGE
                                                                                     
SECTION 1.            GUARANTY OF NOTES..............................................      3

       Section 1.1.   Guaranty.......................................................      3
       Section 1.2.   Obligations Absolute and Unconditional.........................      4
       Section 1.3.   Subrogation....................................................      8
       Section 1.4.   Contribution...................................................      8
       Section 1.5.   Preference.....................................................      9
       Section 1.6.   Marshalling....................................................      9

SECTION 2.            REPRESENTATIONS AND WARRANTIES OF THE SUBSIDIARY GUARANTORS....      9

       Section 2.1.   Organization; Power and Authority..............................      9
       Section 2.2.   Authorization, Etc.............................................      9
       Section 2.3.   Compliance with Laws, Other Instruments, Etc...................     10
       Section 2.4.   Governmental Authorizations, Etc...............................     10
       Section 2.5.   Litigation; Observance of Agreements, Statutes and Orders......     10

SECTION 3.            AFFIRMATIVE COVENANTS OF SUBSIDIARY GUARANTORS.................     11

       Section 3.1.   Compliance with Note Purchase Agreement Covenants..............     11
       Section 3.2.   Guaranty to Rank Pari Passu....................................     11

SECTION 4.            SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT...     11

SECTION 5.            AMENDMENT AND WAIVER...........................................     11

       Section 5.1.   Requirements...................................................     11
       Section 5.2.   Solicitation of Holders of Notes...............................     12
       Section 5.3.   Binding Effect, Etc............................................     12
       Section 5.4.   Notes Held by Subsidiary Guarantors, Etc.......................     12
       Section 5.5.   Purchase of Notes..............................................     12

SECTION 6.            NOTICES........................................................     13

SECTION 7.            MISCELLANEOUS..................................................     13

       Section 7.1.   Successors and Assigns.........................................     13
       Section 7.2.   Severability...................................................     13
       Section 7.3.   Construction...................................................     13
       Section 7.4.   Counterparts...................................................     13


                                      E-4.13-1


                                                                                     
       Section 7.5.   Subordination of Debt of the Company...........................     14
       Section 7.6.   Governing Law..................................................     14
       Section 7.7.   Submission to Jurisdiction.....................................     14

SECTION 8.            INDEMNITY......................................................     14

Signature............................................................................     15



SCHEDULE I -- Addresses for Notices to Subsidiary Guarantors

ANNEX 1    -- Form of Guaranty Joinder Agreement
ANNEX 2    -- Form of Closing Certificate

                                    E-4.13-2


                               GUARANTY AGREEMENT

        Re:   $75,000,000 6.89% Senior Guaranteed Notes Due May 25, 2014

                                       of
                                TALX Corporation

                                                        Dated as of May 25, 2006

TO EACH OF THE PURCHASERS LISTED IN SCHEDULE A
  TO THE HEREINAFTER DEFINED NOTE PURCHASE AGREEMENT:

Ladies and Gentlemen:

      Reference is hereby made to that certain Note Purchase Agreement, dated as
of May 25, 2006 (the "Note Purchase Agreement"), between TALX Corporation, a
Missouri corporation (the "Company"), and certain Institutional Investors,
respectively (individually a "Purchaser" and collectively the "Purchasers"),
under and pursuant to which the Company will issue $75,000,000 aggregate
principal amount of its 6.89% Senior Guaranteed Notes due May 25, 2014 (the
"Notes"). Capitalized terms used but not defined in this Agreement shall have
the meaning given such terms in Schedule B to the Note Purchase Agreement.

      Each of the undersigned, together with any entity which may become a party
hereto by execution and delivery of a Guaranty Joinder Agreement in
substantially the form set forth as ANNEX 1 hereto (a "Guaranty Joinder
Agreement") (which parties are hereinafter referred to individually as a
"Subsidiary Guarantor" and collectively as the "Subsidiary Guarantors") is a
direct or indirect subsidiary of the Company. The Subsidiary Guarantors are part
of an affiliated group of corporations with the Company and each will receive
substantial direct and indirect benefit by reason of the original issue and sale
by the Company of the Notes and each views the issuance and sale by the Company
of the Notes to the Purchasers as in the best interests of such Subsidiary
Guarantor. As an inducement to and in consideration of the purchase by the
Purchasers of the Notes, each of the Subsidiary Guarantors has agreed to
unconditionally guarantee the prompt payment of all amounts of principal,
interest and Make-Whole Amount, if any, which may become due and payable from
time to time with respect to the Notes.

      In consideration of the foregoing, each of the undersigned does hereby
covenant and agree with the Purchasers and with each and every subsequent holder
of the Notes as follows:

SECTION 1. GUARANTY OF NOTES.

      Section 1.1. Guaranty. (a) Subject to the limitations set forth in SECTION
1.1(b), the Subsidiary Guarantors hereby, jointly and severally, absolutely and
unconditionally guarantee to the holders from time to time of the Notes: (a) the
full and prompt payment of the principal of

                                    E-4.13-3


all of the Notes and of the interest thereon at the rate therein stipulated and
the Make-Whole Amount (if any), when and as the same shall become due and
payable, whether by lapse of time, upon redemption or prepayment, by extension
or by acceleration or declaration, or otherwise (including (to the extent
legally enforceable) interest due on overdue payments of principal, Make-Whole
Amount (if any) or interest at the rate set forth in the Notes), (b) the full
and prompt performance and observance by the Company of each and all of the
obligations, covenants and agreements required to be performed or observed by
the Company under the terms of the Notes and the Note Purchase Agreement, and
(c) the full and prompt payment, upon demand by any holder of the Notes, of all
costs and expenses, legal or otherwise (including reasonable attorneys' fees)
and such expenses, if any, as shall have been expended or incurred in the
protection or enforcement of any right or privilege under the Notes or the Note
Purchase Agreement, including, without limitation, in any consultation or action
in connection therewith, and in each and every case irrespective of the
validity, regularity, or enforcement of any of the Notes or the Note Purchase
Agreement or any of the terms thereof or of any other like circumstance or
circumstances. The guaranty of the Notes herein provided for is a guaranty of
the immediate and timely payment of the principal and interest on the Notes and
the Make-Whole Amount (if any) as and when the same are due and payable and
shall not be deemed to be a guaranty only of the collectibility of such payments
and that in consequence thereof each holder of the Notes may sue each Subsidiary
Guarantor directly upon such principal and interest becoming so due and payable.

      (b) The obligations of each Subsidiary Guarantor hereunder shall be
limited to the lesser of (i) the obligations of the Company guaranteed
hereunder, or (ii) a maximum aggregate amount equal to the largest amount that
would not render its obligations hereunder subject to avoidance as a fraudulent
transfer or conveyance under Section 548 of Title 11 of the United States Code
or any applicable provisions of comparable state law (collectively, the
"Fraudulent Transfer Laws"), if and to the extent such Subsidiary Guarantor (or
a trustee on its behalf) has properly invoked the protections of the Fraudulent
Transfer Laws in each case after giving effect to all other liabilities of such
Subsidiary Guarantor, contingent or otherwise, that are relevant under the
Fraudulent Transfer Laws.

      Section 1.2. Obligations Absolute and Unconditional. The obligations of
each Subsidiary Guarantor under this Agreement shall be absolute and
unconditional and shall remain in full force and effect until the entire
principal, interest and Make-Whole Amount (if any) on the Notes and all other
sums due pursuant to SECTION 1.1 shall have been paid and such obligations shall
not be affected, modified or impaired upon the happening from time to time of
any event, including, without limitation, any of the following, whether or not
with notice to or the consent of such Subsidiary Guarantor:

            (a) the power or authority or the lack of power or authority of the
      Company to issue the Notes or to execute and deliver the Note Purchase
      Agreement, and irrespective of the validity of the Notes, or the Note
      Purchase Agreement or of any defense whatsoever that the Company or any
      other Subsidiary Guarantor may or might have to the payment of the Notes
      (principal, interest and Make-Whole Amount, if any) or to the performance
      or observance of any of the provisions or conditions of the Note Purchase

                                    E-4.13-4


      Agreement, or the existence or continuance of the Company or any other
      Subsidiary Guarantor as a legal entity;

            (b) any failure to present the Notes for payment or to demand
      payment thereof, or to give the Company or any Subsidiary Guarantor notice
      of dishonor for non-payment of the Notes, when and as the same may become
      due and payable, or notice of any failure on the part of the Company to do
      any act or thing or to perform or to keep any covenant or agreement by it
      to be done, kept or performed under the terms of the Notes or the Note
      Purchase Agreement;

            (c) the acceptance of any security or any guaranty, the advance of
      additional money to the Company, any extension of the obligation of the
      Notes, either indefinitely or for any period of time, or any other
      modification in the obligation of the Notes or of the Note Purchase
      Agreement or of the Company thereon, or in connection therewith, or any
      sale, release, substitution or exchange of any security;

            (d) any act or failure to act with regard to the Notes or the Note
      Purchase Agreement or anything which might vary the risk of the Company or
      any Subsidiary Guarantor;

            (e) any action taken under the Note Purchase Agreement in the
      exercise of any right or power thereby conferred or any failure or
      omission on the part of any holder of any Note to first enforce any right
      or security given under the Note Purchase Agreement or any failure or
      omission on the part of any holder of any of the Notes to first enforce
      any right against the Company or any other Subsidiary Guarantor;

            (f) the waiver, compromise, settlement, release or termination of
      any or all of the obligations, covenants or agreements of the Company or
      any other Subsidiary Guarantor contained in the Note Purchase Agreement,
      or this Agreement or of the payment, performance or observance thereof;

            (g) the failure to give notice to the Company or any Subsidiary
      Guarantor of the occurrence of any breach by any Subsidiary Guarantor of
      the terms and provisions of this Agreement or any Default or Event of
      Default under the Note Purchase Agreement;

            (h) the extension of the time for payment of any principal of, or
      interest (or Make-Whole Amount, if any), on any Note owing or payable on
      such Note or of the time of or for performance of any obligations,
      covenants or agreements under or arising out of the Note Purchase
      Agreement or the extension or the renewal of any thereof;

            (i) the modification, restatement or amendment (whether material or
      otherwise) of any obligation, covenant or agreement set forth in the Note
      Purchase Agreement or the Notes or this Agreement;

            (j) any failure, omission, delay or lack on the part of the holders
      of the Notes to enforce, assert or exercise any right, power or remedy
      conferred on the holders of the

                                    E-4.13-5


      Notes in the Note Purchase Agreement or the Notes or any other act or acts
      on the part of the holders from time to time of the Notes;

            (k) the voluntary or involuntary liquidation, dissolution, sale or
      other disposition of all or substantially all the assets, marshalling of
      assets and liabilities, receivership, insolvency, bankruptcy, assignment
      for the benefit of creditors, reorganization or arrangement under
      bankruptcy or similar laws, composition with creditors or readjustment of,
      or other similar procedures affecting the Company or any Subsidiary
      Guarantor or any of the assets of any of them, or any allegation or
      contest of the validity of the Note Purchase Agreement or the
      disaffirmance of the Note Purchase Agreement in any such proceeding (it
      being understood that the obligations of such Subsidiary Guarantor under
      this Agreement shall continue to be effective or be reinstated, as the
      case may be, if at any time any payment made with respect to the Notes is
      rescinded or must otherwise be restored or returned by any holder of the
      Notes upon the insolvency, bankruptcy or reorganization of the Company or
      any Subsidiary Guarantor, all as though such payment had not been made);

            (l) any event or action that would, in the absence of this clause,
      result in the release or discharge by operation of law of such Subsidiary
      Guarantor from the performance or observance of any obligation, covenant
      or agreement contained in this Agreement;

            (m) the invalidity or unenforceability of the Notes or the Note
      Purchase Agreement;

            (n) the invalidity or unenforceability of the obligations of such
      Subsidiary Guarantor under this Agreement, the absence of any action to
      enforce such obligations of such Subsidiary Guarantor, any waiver or
      consent by such Subsidiary Guarantor with respect to any of the provisions
      hereof or any other circumstances which might otherwise constitute a
      discharge or defense by such Subsidiary Guarantor, including, without
      limitation, any failure or delay in the enforcement of the obligations of
      such Subsidiary Guarantor with respect to this Agreement or of notice
      thereof; or any suit or other action brought by any shareholder or
      creditor of, or by, such Subsidiary Guarantor or any other Person, for any
      reason, including, without limitation, any suit or action in any way
      attacking or involving any issue, matter or thing in respect of this
      Agreement, the Note Purchase Agreement, the Notes or any other agreement;

            (o) the default or failure of such Subsidiary Guarantor fully to
      perform any of its covenants or obligations set forth in this Agreement;

            (p) the impossibility or illegality of performance on the part of
      the Company or any other Person of its obligations under the Notes, the
      Note Purchase Agreement, this Agreement or any other instruments;

            (q) in respect of the Company or any other Person, any change of
      circumstances, whether or not foreseen or foreseeable, whether or not
      imputable to the

                                    E-4.13-6


      Company or any other Person, or other impossibility of performance through
      fire, explosion, accident, labor disturbance, floods, droughts, embargoes,
      wars (whether or not declared), civil commotions, acts of God or the
      public enemy, delays or failure of suppliers or carriers, inability to
      obtain materials, action of any federal or state regulatory body or
      agency, change of law or any other causes affecting performance, or other
      force majeure, whether or not beyond the control of the Company or any
      other Person and whether or not of the kind hereinbefore specified;

            (r) any attachment, claim, demand, charge, Lien, order, process,
      encumbrance or any other happening or event or reason, similar or
      dissimilar to the foregoing, or any withholding or diminution at the
      source, by reason of any taxes, assessments, expenses, debt, obligations
      or liabilities of any character, foreseen or unforeseen, and whether or
      not valid, incurred by or against any Person, or any claims, demands,
      charges or Liens of any nature, foreseen or unforeseen, incurred by any
      Person, or against any sums payable under the Note Purchase Agreement or
      this Agreement so that such sums would be rendered inadequate or would be
      unavailable to make the payments herein provided;

            (s) the failure of such Subsidiary Guarantor to receive any benefit
      or consideration from or as a result of its execution, delivery and
      performance of this Agreement;

            (t) any default, failure or delay, willful or otherwise, in the
      performance by the Company, any other Subsidiary Guarantor or any other
      Person of any obligations of any kind or character whatsoever of the
      Company, any other Subsidiary Guarantor or any other Person (including,
      without limitation, the obligations and undertakings of the Company or any
      other Person under the Notes or the Note Purchase Agreement);

            (u) any order, judgment, decree, ruling or regulation (whether or
      not valid) of any court of any nation or of any political subdivision
      thereof or any body, agency, department, official or administrative or
      regulatory agency of any thereof or any other action, happening, event or
      reason whatsoever which shall delay, interfere with, hinder or prevent, or
      in any way adversely affect, the performance by any party of its
      respective obligations under the Notes, this Agreement, the Note Purchase
      Agreement or any instrument relating thereto; or

            (v) any other circumstance which might otherwise constitute a
      defense available to, or a discharge of, such Subsidiary Guarantor in
      respect of the obligations of such Subsidiary Guarantor under this
      Agreement;

provided that the specific enumeration of the above-mentioned acts, failures or
omissions shall not be deemed to exclude any other acts, failures or omissions,
though not specifically mentioned above, it being the purpose and intent of this
paragraph that the obligations of each Subsidiary Guarantor hereunder shall be
absolute and unconditional and shall not be discharged, impaired or varied
except by the payment to the holders thereof of the principal of, Make-Whole
Amount, if any, and interest on the Notes, and of all other sums due and owing
to the holders of the Notes pursuant to the Note Purchase Agreement, and then
only to the extent of such payments.

                                    E-4.13-7


Without limiting any of the other terms or provisions hereof, it is understood
and agreed that in order to hold each Subsidiary Guarantor liable hereunder,
there shall be no obligation on the part of any holder of any Note to resort, in
any manner or form, for payment, to the Company, to any other Subsidiary
Guarantor, to any other Person or to the properties or estates of any of the
foregoing. All rights of the holder of any Note pursuant thereto or to this
Agreement may be transferred or assigned at any time or from time to time and
shall be considered to be transferred or assigned upon the transfer of such
Note, whether with or without the consent of or notice to any Subsidiary
Guarantor or the Company. Without limiting the foregoing, it is understood that
repeated and successive demands may be made and recoveries may be had hereunder
as and when, from time to time, the Company shall default under the terms of the
Notes or the Note Purchase Agreement and that notwithstanding recovery hereunder
for or in respect of any given default or defaults by the Company under the
Notes or the Note Purchase Agreement, this Agreement shall remain in full force
and effect and shall apply to each and every subsequent default.

      Section 1.3. Subrogation. To the extent of any payments made under this
Agreement, each Subsidiary Guarantor shall be subrogated to the rights of the
holder of the Notes receiving such payments, but such Subsidiary Guarantor
covenants and agrees that such right of subrogation shall be subordinate in
right of payment to the rights of any holders of the Notes for which full
payment has not been made or provided for and, to that end, such Subsidiary
Guarantor agrees not to claim or enforce any such right of subrogation or any
right of set-off or any other right which may arise on account of any payment
made by such Subsidiary Guarantor in accordance with the provisions of this
Agreement, including, without limitation, any right of reimbursement,
exoneration, contribution or indemnification and any right to participate in any
claim or remedy of any holder of the Notes against the Company or any other
Subsidiary Guarantor, whether or not such claim, remedy or right arises in
equity or under contract, statute or common law, including, without limitation,
the right to take or receive from the Company or any other Subsidiary Guarantor,
directly or indirectly, in cash or other property or by set-off or in any other
manner, payment or security on account of such claim, remedy or right, unless
and until 366 days after all of the Notes owned by Persons other than such
Subsidiary Guarantor and all other sums due or payable under the Note Purchase
Agreement have been fully paid and discharged or payment therefor has been
provided. If any amount shall be paid to such Subsidiary Guarantor in violation
of the preceding sentence at any time prior to the indefeasible cash payment in
full of the Notes and all other amounts payable under the Note Purchase
Agreement, such amounts shall be held in trust for the benefit of the holders of
the Notes and shall forthwith be paid to the holders of the Notes to be credited
and applied to the amounts due or to become due with respect to the Notes and
all other amounts payable under the Note Purchase Agreement, whether matured or
unmatured.

      Section 1.4. Contribution. To the extent of any payments made under this
Agreement, each Subsidiary Guarantor making such payment shall have a right of
contribution from the other Subsidiary Guarantors, but such Subsidiary Guarantor
covenants and agrees that such right of contribution shall be subordinate in
right of payment to the rights of the holders of the Notes for which full
payment has not been made or provided for and, to that end, such Subsidiary
Guarantor agrees not to claim or enforce any such right of contribution unless
and until all of the

                                    E-4.13-8


Notes and all other sums due and payable under the Note Purchase Agreement have
been fully and irrevocably paid and discharged.

      Section 1.5. Preference. Each Subsidiary Guarantor agrees that to the
extent the Company, any other Subsidiary Guarantor or any other Person makes any
payment on the Notes, which payment or any part thereof is subsequently
invalidated, voided, declared to be fraudulent or preferential, set aside,
recovered, rescinded or is required to be retained by or repaid to a trustee,
liquidator, receiver or any other Person under any bankruptcy code, common law
or equitable cause, then and to the extent of such payment, the obligation or
the part thereof intended to be satisfied shall be revived and continued in full
force and effect with respect to such Subsidiary Guarantor's obligations
hereunder, as if said payment had not been made. The liability of the Subsidiary
Guarantors hereunder shall not be reduced or discharged, in whole or in part, by
any payment to any holder of the Notes from any source that is thereafter paid,
returned or refunded in whole or in part by reason of the assertion of a claim
of any kind relating thereto, including, but not limited to, any claim for
breach of contract, breach of warranty, preference, illegality, invalidity or
fraud asserted by any account debtor or by any other Person.

      Section 1.6. Marshalling. None of the holders of the Notes shall be under
any obligation (a) to marshal any assets in favor of any Subsidiary Guarantor or
in payment of any or all of the liabilities of the Company under or in respect
of the Notes or the obligation of any Subsidiary Guarantor hereunder or (b) to
pursue any other remedy that any Subsidiary Guarantor may or may not be able to
pursue itself and that may lessen such Subsidiary Guarantor's burden or any
right to which such Subsidiary Guarantor hereby expressly waives. The
obligations of each Subsidiary Guarantor under this Agreement rank pari passu in
right of payment with all other unsecured Senior Indebtedness (actual or
contingent) of such Subsidiary Guarantor.

SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE SUBSIDIARY GUARANTORS.

      Each Subsidiary Guarantor represents and warrants to you that, as of the
date of such Subsidiary Guarantor's execution and delivery of this Agreement (or
joinder hereto, as applicable):

      Section 2.1. Organization; Power and Authority. Such Subsidiary Guarantor
is a corporation, limited liability company or other legal entity, as the case
may be, duly organized, validly existing and in good standing under the laws of
its jurisdiction of organization, and is duly qualified as a foreign business
organization and is in good standing in each jurisdiction in which such
qualification is required by law, other than those jurisdictions as to which the
failure to be so qualified or in good standing could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. Such
Subsidiary Guarantor has the power and authority to own or hold under lease the
properties it purports to own or hold under lease, to transact the business it
transacts and proposes to transact, to execute and deliver this Agreement and to
perform the provisions hereof.

      Section 2.2. Authorization, Etc. This Agreement has been duly authorized
by all necessary action on the part of such Subsidiary Guarantor, and this
Agreement constitutes a legal, valid and binding obligation of such Subsidiary
Guarantor enforceable against such

                                    E-4.13-9


Subsidiary Guarantor in accordance with its terms, except as such enforceability
may be limited by (a) applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors' rights
generally and (b) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

      Section 2.3. Compliance with Laws, Other Instruments, Etc. (a) The
execution, delivery and performance by such Subsidiary Guarantor of this
Agreement will not (i) contravene, result in any breach of, or constitute a
default under, or result in the creation of any Lien in respect of any property
of such Subsidiary Guarantor or any of its Subsidiaries under, any indenture,
mortgage, deed of trust, loan, purchase or credit agreement, lease,
organizational documents, or any other agreement or instrument to which such
Subsidiary Guarantor or any of its Subsidiaries is bound or by which such
Subsidiary Guarantor or any of its Subsidiaries or any of their respective
properties may be bound or affected, (ii) conflict with or result in a breach of
any of the terms, conditions or provisions of any order, judgment, decree, or
ruling of any court, arbitrator or Governmental Authority applicable to such
Subsidiary Guarantor or any of its Subsidiaries or (iii) violate any provision
of any statute or other rule or regulation of any Governmental Authority
applicable to such Subsidiary Guarantor or any of its Subsidiaries, in each
case, except to the extent that such continuation, breach, default or violation
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

      (b) All obligations under this Agreement of such Subsidiary Guarantor are
direct and unsecured obligations of such Subsidiary Guarantor ranking pari passu
as against the assets of such Subsidiary Guarantor with all other existing
unsecured Senior Indebtedness of such Subsidiary Guarantor (actual or
contingent).

      Section 2.4. Governmental Authorizations, Etc. No consent, approval or
authorization of, or registration, filing or declaration with, any Governmental
Authority is required in connection with the execution, delivery or performance
by such Subsidiary Guarantor of this Agreement (other than the filing of a Form
8-K with the SEC disclosing the Company's entry into the Note Purchase Agreement
or such Subsidiary Guarantor's entry into this Agreement).

      Section 2.5. Litigation; Observance of Agreements, Statutes and Orders.
(a) There are no actions, suits or proceedings pending or, to the knowledge of
such Subsidiary Guarantor, threatened against or affecting such Subsidiary
Guarantor or any of its Subsidiaries or any property of such Subsidiary
Guarantor or any of its Subsidiaries in any court or before any arbitrator of
any kind or before or by any Governmental Authority that, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.

      (b) Neither such Subsidiary Guarantor nor any of its Subsidiaries is in
default under any term of any agreement or instrument to which it is a party or
by which it is bound, or any order, judgment, decree or ruling of any court,
arbitrator or Governmental Authority or is in violation of any applicable law,
ordinance, rule or regulation (including without limitation Environmental Laws)
of any Governmental Authority, which default or violation, individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect.

                                   E-4.13-10


SECTION 3. AFFIRMATIVE COVENANTS OF SUBSIDIARY GUARANTORS.

      Each Subsidiary Guarantor covenants that so long as any of the Notes are
outstanding:

      Section 3.1. Compliance with Note Purchase Agreement Covenants. Such
Subsidiary Guarantor will, and will cause each of its Subsidiaries to, comply
with each of the covenants and agreement set forth in Sections 7, 9 and 10 of
the Note Purchase Agreements that are applicable to Subsidiaries of the Company.

      Section 3.2. Guaranty to Rank Pari Passu. The obligation of such
Subsidiary Guarantor under SECTION 1 of this Agreement is and at all times shall
remain a direct and unsecured obligation of such Subsidiary Guarantor ranking
pari passu as against the assets of such Subsidiary Guarantor with all other
present and future unsecured Senior Indebtedness (actual or contingent) of such
Subsidiary Guarantor.

SECTION 4. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

      All representations and warranties contained herein shall survive the
execution and delivery of this Agreement and the Notes, the purchase or transfer
by any Purchaser of any Note or portion thereof or interest therein and the
payment of any Note, and may be relied upon by any subsequent holder of a Note,
regardless of any investigation made at any time by or on behalf of the
Purchasers or any other holder of a Note. All statements contained in any
certificate or other instrument delivered by or on behalf of each Subsidiary
Guarantor pursuant to this Agreement shall be deemed representations and
warranties of such Subsidiary Guarantor under this Agreement. Subject to the
preceding sentence, this Agreement embodies the entire agreement and
understanding of the Subsidiary Guarantors regarding the transactions
contemplated by the Note Purchase Agreement and supersedes all prior agreements
and understandings relating to the subject matter hereof.

SECTION 5. AMENDMENT AND WAIVER.

      Section 5.1. Requirements. This Agreement may be amended, and the
observance of any term hereof may be waived (either retroactively or
prospectively), with (and only with) the written consent of each Subsidiary
Guarantor and the Required Holders, except that (a) no such amendment or waiver
may, without the written consent of the holder of each Note at the time
outstanding affected thereby, (i) change the percentage of the principal amount
of the Notes the holders of which are required to consent to any such amendment
or waiver, or (ii) amend this SECTION 5 or SECTION 1 and (b) no consent of the
holders of the Notes, the Company or the Subsidiary Guarantors shall be required
in connection with the execution and delivery of a Guaranty Joinder Agreement
substantially in the form of ANNEX 1 or other addition of any additional
Subsidiary Guarantor, and each Subsidiary Guarantor, by its execution and
delivery of this Agreement (or joinder hereto) consents to the addition of each
additional Subsidiary Guarantor and upon execution of such Guaranty Joinder
Agreement, this Agreement shall be amended as set forth therein without further
action on the part of any other party.

                                   E-4.13-11


      Section 5.2. Solicitation of Holders of Notes.

      (a) Solicitation. The Subsidiary Guarantors will provide each holder of
the Notes (irrespective of the amount of Notes then owned by it) with sufficient
information, sufficiently far in advance of the date a decision is required, to
enable such holder to make an informed and considered decision with respect to
any proposed amendment, waiver or consent in respect of any of the provisions
hereof. The Subsidiary Guarantors will deliver executed or true and correct
copies of each amendment, waiver or consent effected pursuant to the provisions
of this SECTION 5 to each holder of outstanding Notes promptly following the
date on which it is executed and delivered by, or receives the consent or
approval of, the requisite holders of Notes.

      (b) Payment. No Subsidiary Guarantor will directly or indirectly pay or
cause to be paid any remuneration, whether by way of supplemental or additional
interest, fee or otherwise, or grant any security, to any holder of Notes as
consideration for or as an inducement to the entering into by any holder of
Notes of any waiver or amendment of any of the terms and provisions hereof
unless such remuneration is concurrently paid, or security is concurrently
granted, on the same terms, ratably to each holder of Notes then outstanding
even if such holder did not consent to such waiver or amendment.

      Section 5.3. Binding Effect, Etc. Any amendment or waiver consented to as
provided in this SECTION 5 applies equally to all holders of Notes and is
binding upon them and upon each future holder of any Note and upon the
Subsidiary Guarantors without regard to whether such Note has been marked to
indicate such amendment or waiver. No such amendment or waiver will extend to or
affect any obligation, covenant, agreement or breach by any Subsidiary Guarantor
of the terms and provisions of this Agreement or Default or Event of Default
under the Note Purchase Agreement not expressly amended or waived or impair any
right consequent thereon. No course of dealing between any Subsidiary Guarantor
and the holder of any Note nor any delay in exercising any rights hereunder or
under any Note shall operate as a waiver of any rights of any holder of such
Note. As used herein, the term "this Agreement" and references thereto shall
mean this Agreement as it may from time to time be amended or supplemented.

      Section 5.4. Notes Held by Subsidiary Guarantors, Etc. Solely for the
purpose of determining whether the holders of the requisite percentage of the
aggregate principal amount of Notes then outstanding approved or consented to
any amendment, waiver or consent to be given under this Agreement, or have
directed the taking of any action provided herein to be taken upon the direction
of the holders of a specified percentage of the aggregate principal amount of
Notes then outstanding, Notes directly or indirectly owned by the Company, such
Subsidiary Guarantors or any of their respective Affiliates shall be deemed not
to be outstanding.

      Section 5.5. Purchase of Notes. No Subsidiary Guarantor will nor will any
Subsidiary Guarantor permit any of its Subsidiaries or any of its Affiliates to
purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of
the outstanding Notes except (a) in accordance with SECTION 1, or (b) and upon
the payment or prepayment of the Notes in accordance with the terms of the Note
Purchase Agreement and the Notes.

                                   E-4.13-12


SECTION 6. NOTICES.

      All notices and communications provided for hereunder shall be in writing
and sent (a) by telefacsimile if the sender on the same day sends a confirming
copy of such notice by a recognized overnight delivery service (charges
prepaid), or (b) by registered or certified mail with return receipt requested
(postage prepaid), or (c) by a recognized overnight delivery service (with
charges prepaid). Any such notice must be sent:

            (i) if to a Purchaser or such Purchaser's nominee, to such Purchaser
      or such Purchaser's nominee at the address specified for such
      communications in Schedule A to the Note Purchase Agreement, or at such
      other address as such Purchaser or such Purchaser's nominee shall have
      specified to the Subsidiary Guarantors in writing,

            (ii) if to any other holder of any Note, to such holder at such
      address as such other holder shall have specified to the Subsidiary
      Guarantors in writing, or

            (iii) if to any Subsidiary Guarantor, to such Subsidiary Guarantor
      at its address set forth on SCHEDULE I attached hereto to the attention of
      the Chief Financial Officer, or at such other address as such Subsidiary
      Guarantor shall have specified to the holder of each Note in writing.

Notices under this SECTION 6 will be deemed given only when actually received.

SECTION 7. MISCELLANEOUS.

      Section 7.1. Successors and Assigns. All covenants and other agreements
contained in this Agreement by or on behalf of any of the parties hereto bind
and inure to the benefit of their respective successors and assigns (including,
without limitation, any subsequent holder of a Note) whether so expressed or
not, so long as any Notes remain outstanding and unpaid.

      Section 7.2. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall (to the full extent permitted by law)
not invalidate or render unenforceable such provision in any other jurisdiction.

      Section 7.3. Construction. Each covenant contained herein shall be
construed (absent express provision to the contrary) as being independent of
each other covenant contained herein, so that compliance with any one covenant
shall not (absent such an express contrary provision) be deemed to excuse
compliance with any other covenant. Where any provision herein refers to action
to be taken by any Person, or which such Person is prohibited from taking, such
provision shall be applicable whether such action is taken directly or
indirectly by such Person.

      Section 7.4. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original but all of which together shall
constitute one

                                   E-4.13-13


instrument. Each counterpart may consist of a number of copies hereof, each
signed by less than all, but together signed by all, of the parties hereto.

      Section 7.5. Subordination of Debt of the Company. Any indebtedness of the
Company now or hereafter held by a Subsidiary Guarantor, whether secured or
unsecured, and if secured, the security for same, is hereby subordinated to the
indebtedness of the Company to the holders of the Notes from time to time; and,
so long as there is any Default or Event of Default under the Note Purchase
Agreement, such indebtedness of the Company to a Subsidiary Guarantor shall be
collected, enforced, and received by such Subsidiary Guarantor as trustee for
the holders of the Notes from time to time and, subject to the terms of the
Intercreditor Agreement, be paid over to such holders on account of the Notes
but without reducing or affecting in any manner the liability of the Subsidiary
Guarantor under the other provisions of this Agreement.

      SECTION 7.6. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW
OF THE STATE OF ILLINOIS, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH
STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER
THAN SUCH STATE.

      Section 7.7. Submission to Jurisdiction. Each Subsidiary Guarantor hereby
irrevocably submits and consents to the non-exclusive jurisdiction of any
Illinois State or U.S. federal court situated in the City of Chicago, and
irrevocably agrees that all actions or proceedings relating to this Agreement
may be litigated in such courts, and each Subsidiary Guarantor waives any
objection which it may have based on improper venue or forum non conveniens to
the conduct of any proceeding in any such court and waives personal service of
any and all process upon it, and consents that all such service of process be
made by delivery to it at the address of such Subsidiary Guarantor as set forth
in SCHEDULE I hereto. Each Subsidiary Guarantor agrees that a final judgment in
any such suit, action or proceeding shall be conclusive, subject to rights of
appeal, and may be enforced in any manner provided by law or equity. Nothing
contained in this Section shall affect the right of any holder of Notes to serve
legal process in any other manner permitted by law or to bring any action or
proceeding in the courts of any jurisdiction against any Subsidiary Guarantor or
to enforce a judgment obtained in the courts of any other jurisdiction.

SECTION 8. INDEMNITY.

      To the fullest extent of applicable law, each Subsidiary Guarantor shall
indemnify and save each holder of a Note harmless from and against any losses
which may arise by virtue of any of the obligations hereby guaranteed being or
becoming for any reason whatsoever in whole or in part void, voidable, contrary
to law, invalid, ineffective or otherwise unenforceable by the holders of the
Notes or any of them in accordance with its terms (all of the foregoing,
collectively, an "Indemnifiable Circumstance"). For greater certainty, these
losses shall include without limitation all obligations hereby guaranteed which
would have been payable by the Company but for the existence of an Indemnifiable
Circumstance; provided, however, that the extent of each Subsidiary Guarantor's
aggregate liability under this SECTION 8 shall not at any time exceed the amount
(but for any Indemnifiable Circumstance) otherwise guaranteed pursuant to
SECTION 1.

                                   E-4.13-14


      IN WITNESS WHEREOF, this Guaranty Agreement has been duly executed and
delivered as of the day and year first above written.

                                            Very truly yours,

                                            TALX UCM SERVICES, INC.
                                            TALX EMPLOYER SERVICES, LLC
                                            TALX FASTIME SERVICES, INC.
                                            TBT ENTERPRISES, INCORPORATED
                                            UI ADVANTAGE, INC.
                                            NET PROFIT, INC.
                                            TALX TAX INCENTIVE SERVICES, LLC
                                            JON-JAY ASSOCIATES, INC.
                                            TALX TAX CREDITS AND INCENTIVES, LLC
                                            UNEMPLOYMENT SERVICES, LLC
                                            MANAGEMENT INSIGHT INCENTIVES, LLC
                                            PERFORMANCE ASSESSMENT NETWORK, INC.

                                            By
                                                Its

                                   E-4.13-15


                                   SCHEDULE I

                 ADDRESSES FOR NOTICES TO SUBSIDIARY GUARANTORS

c/o TALX Corporation
Attention:  Chief Executive Officer
11432 Lackland Road
St. Louis, Missouri  63146

                                   SCHEDULE I
                             (to Guaranty Agreement)



                       FORM OF GUARANTY JOINDER AGREEMENT

To the Holders of the Notes, (as hereinafter
   defined) of TALX Corporation
   (the "Company")

Ladies and Gentlemen:

      WHEREAS, in order to refinance certain debt and for general corporate
purposes, the Company issued $50,000,000 aggregate principal amount of its ax%
Senior Guaranteed Notes due May 25, 2014 (the "Notes"), pursuant to that certain
Note Purchase Agreement dated as of May 25, 2006 (the "Note Purchase Agreement")
between the Company and each of the purchasers named on Schedule A thereto (the
"Initial Note Purchasers").

      WHEREAS, as a condition precedent to their purchase of the Notes, the
Initial Note Purchasers required that certain subsidiaries of the Company enter
into a Guaranty as security for the Notes (the "Guaranty").

      Pursuant to Section 9.7 of the Note Purchase Agreement, the Company has
agreed to cause the undersigned, ______________, a ______________ organized
under the laws of _______________ (the "Additional Subsidiary Guarantor"), to
join in the Guaranty. In accordance with the requirements of the Guaranty, the
Additional Subsidiary Guarantor desires to amend (a) the definition of
Subsidiary Guarantor (as the same may have been heretofore amended) set forth in
the Guaranty attached hereto so that at all times from and after the date
hereof, the Additional Subsidiary Guarantor shall be jointly and severally
liable as set forth in the Guaranty for the obligations of the Company under the
Note Purchase Agreement and Notes to the extent and in the manner set forth in
the Guaranty and (b) Schedule I to the Guaranty to include the address of the
Additional Subsidiary Guarantor set forth on the signature page hereto.

      The undersigned is the duly elected ______________ of the Additional
Subsidiary Guarantor, a subsidiary of the Company, and is duly authorized to
execute and deliver this Guaranty Joinder Agreement to each of you. The
execution by the undersigned of this Guaranty Joinder Agreement shall evidence
its consent to and acknowledgment and approval of the terms set forth herein and
in the Guaranty and by such execution the Additional Subsidiary Guarantor shall
be deemed to have made in favor of the Holders of the Notes the representations
and warranties set forth in Section 2 of the Guaranty.

      Upon execution of this Guaranty Joinder Agreement, the Guaranty shall be
deemed to be amended as set forth above. Except as amended herein, the terms and
provisions of the Guaranty are hereby ratified, confirmed and approved in all
respects.

                                     ANNEX 1
                             (to Guaranty Agreement)



      Any and all notices, requests, certificates and other instruments
(including the Notes) may refer to the Guaranty without making specific
reference to this Guaranty Joinder Agreement, but nevertheless all such
references shall be deemed to include this Guaranty Joinder Agreement unless the
context shall otherwise require.

      Dated: _________________, _____.

                                       [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR]

                                       By
                                           Name:
                                           Title:

                                       Address for Notices:

                                       -----------------------------------------

                                       -----------------------------------------



                           FORM OF CLOSING CERTIFICATE

      Pursuant to Section 9.7 of the Note Purchase Agreement dated as of May 25,
2006 (as it may hereafter be amended, modified, extended or restated from time
to time, the "Note Purchase Agreement"), between TALX Corporation, a __________
corporation and the institutions named in Schedule A thereto, the undersigned
[INSERT TITLE OF OFFICER] of [INSERT NAME OF GUARANTOR], in such capacity and
not in any personal capacity, hereby certifies as follows:

            1. The representations and warranties of [INSERT NAME OF GUARANTOR]
      set forth in Section 2 of the Guaranty Agreement (as defined in the Note
      Purchase Agreement) are true and correct in all material respects on and
      as of the date hereof with the same effect as if made on the date hereof,
      except for representations and warranties expressly stated to relate to a
      specific earlier date, in which case such representations and warranties
      were true and correct in all material respects as of such earlier date.

            2. _____________ is the duly elected and qualified _____________ of
      [INSERT NAME OF GUARANTOR] and the signature set forth for such officer
      below is such officer's true and genuine signature.

            The undersigned _____________ of [INSERT NAME OF GUARANTOR]
      certifies as follows:

            3. There are no liquidation or dissolution proceedings pending or to
      my knowledge threatened against [INSERT NAME OF GUARANTOR], nor has any
      other event occurred adversely affecting or threatening the continued
      existence of [INSERT NAME OF GUARANTOR].

            4. [INSERT NAME OF GUARANTOR] is a _____________ duly organized,
      validly existing and in good standing under the laws of the jurisdiction
      of its organization.

            5. Attached hereto as Annex 1 is a true and complete copy of
      resolutions duly adopted by the _____________ of [INSERT NAME OF
      GUARANTOR] on _______________; such resolutions have not in any way been
      amended, modified, revoked or rescinded, have been in full force and
      effect since their adoption to and including the date hereof and are now
      in full force and effect and are the only _____________ proceedings of
      [INSERT NAME OF GUARANTOR] now in force relating to or affecting the
      matters referred to therein.

            6. Attached hereto as Annex 2 is a true and complete copy of the
      By-Laws (or equivalent) [INSERT NAME OF GUARANTOR] as in effect on the
      date hereof.

            7. Attached hereto as Annex 3 is a true and complete copy of the
      Certificate of Incorporation (or equivalent) of [INSERT NAME OF GUARANTOR]
      as in effect on the date hereof, and such certificate has not been
      amended, repealed, modified or restated (except to the extent of the
      amendments attached hereto).



            8. The following persons are now duly elected and qualified officers
      of [INSERT NAME OF GUARANTOR] holding the offices indicated next to their
      respective names below, and the signatures appearing opposite their
      respective names below are the true and genuine signatures of such
      officers, and each of such officers is duly authorized to execute and
      deliver on behalf of [INSERT NAME OF GUARANTOR] [the Guaranty Joinder
      Agreement and] the Guaranty Agreement:



NAME                                   OFFICE                             SIGNATURE
                                                    
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------




      IN WITNESS WHEREOF, the undersigned have hereunto set our names as of the
date set forth below.

- --------------------------                  ----------------------------------
Name:                                       Name:
Title:                                      Title:

Date:  ________, ________



                         FORM OF INTERCREDITOR AGREEMENT

================================================================================

                             INTERCREDITOR AGREEMENT
                            Dated as of May 25, 2006
                                      among
                       LASALLE BANK NATIONAL ASSOCIATION,
                          SOUTHWEST BANK OF ST. LOUIS,
                       NATIONAL CITY BANK OF THE MIDWEST,
                                FIFTH THIRD BANK,
                      MERRILL LYNCH CAPITAL, A DIVISION OF
                 MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.,
                                   FIRST BANK,
              PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY,
                  THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,
                             MTL INSURANCE COMPANY,
                 THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA,
                   AMERICAN INVESTORS LIFE INSURANCE COMPANY,
                                       and
                          AMERUS LIFE INSURANCE COMPANY

================================================================================

                                  Exhibit 4.14
                          (to Note Purchase Agreement)

                                TABLE OF CONTENTS

                                                     PAGE
SECTION 1.     DEFINITIONS...........................  2

SECTION 2.     APPROVAL OF LOAN AND LOAN DOCUMENTS...  4

SECTION 3.     REPRESENTATIONS AND WARRANTIES........  5

SECTION 4.     SHARING OF RECOVERIES.................  6

SECTION 5.     MODIFICATIONS, AMENDMENTS, ETC........  7

SECTION 6.     AGREEMENTS AMONG THE CREDITORS........  8

SECTION 7.     OBLIGATIONS HEREUNDER NOT AFFECTED....  9

SECTION 8.     ESTOPPEL..............................  9

SECTION 9.     MISCELLANEOUS.........................  9

                                    E-4.14-i

                             INTERCREDITOR AGREEMENT

      THIS INTERCREDITOR AGREEMENT (this "AGREEMENT") dated as of May 25, 2006,
is entered into by and among SOUTHWEST BANK OF ST. LOUIS ("SOUTHWEST BANK"),
NATIONAL CITY BANK OF THE MIDWEST ("NATIONAL CITY"), FIFTH THIRD BANK ("FIFTH
THIRD"), MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH BUSINESS FINANCIAL
SERVICES INC. ("MERRILL LYNCH"), FIRST BANK ("FIRST BANK"), LASALLE BANK
NATIONAL ASSOCIATION, as a Lender and as administrative agent for the Lenders
(the "ADMINISTRATIVE AGENT"), PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY
COMPANY, THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, MTL INSURANCE COMPANY, THE
GUARDIAN LIFE INSURANCE COMPANY OF AMERICA, AMERICAN INVESTORS LIFE INSURANCE
COMPANY, and AMERUS LIFE INSURANCE COMPANY, as holders of the Notes described
below (collectively, the "NOTEHOLDERS").

                                    RECITALS:

      A. Under and pursuant to that certain Note Purchase Agreement dated as of
even date herewith (as the same may be amended, restated, supplemented, renewed
or replaced from time to time, including any increase in the amount thereof, the
"NOTE PURCHASE AGREEMENT"), among TALX Corporation, a Missouri corporation (the
"COMPANY") and the Noteholders, the Company proposes to issue and sell to the
Noteholders $75,000,000 aggregate principal amount of its 6.89% Senior
Guaranteed Notes, due May 25, 2014 (collectively the "NOTES").

      B. The Noteholders have required as a condition of their purchase of the
Notes that each of TALX UCM Services, Inc., a Missouri corporation, TALX FasTime
Services, Inc., a Texas corporation, TALX Employer Services, LLC, a Missouri
limited liability company, TBT Enterprises, Incorporated, a Maryland
corporation, UI Advantage, Inc., a Maryland corporation, Net Profit, Inc., a
South Carolina corporation, TALX Tax Incentive Services, LLC, a Missouri limited
liability company, Jon-Jay Associates, Inc., a Massachusetts corporation, TALX
Tax Credits and Incentives, LLC, a Missouri limited liability company,
Management Insight Incentives, LLC, a Missouri limited liability company,
Unemployment Services, LLC, a Missouri limited liability company, and
Performance Assessment Network, Inc., a Delaware corporation, (each a
"SUBSIDIARY GUARANTOR" and collectively the "SUBSIDIARY GUARANTORS") enter into
a guaranty as security for the Notes and accordingly each of the Subsidiary
Guarantors has agreed to provide a guaranty. Each Subsidiary Guarantor proposes
to execute and deliver a Guaranty Agreement (each a "NOTE GUARANTEE" and
collectively the "NOTE GUARANTIES") dated as of even date herewith, pursuant to
which such Subsidiary Guarantor will irrevocably, absolutely and unconditionally
guarantee to the Noteholders the payment of the principal of, premium, if any,
and interest on the Notes and the payment and performance of all other
obligations of the Company under the Note Purchase Agreement.

                                    E-4.14-1


      C. Under and pursuant to that certain Third Amended and Restated Loan
Agreement dated as of even date herewith (as such agreement may be amended,
restated, supplemented, renewed or replaced from time to time, including any
increase in the amount thereof, the "LOAN AGREEMENT") among the Company, the
Administrative Agent, and the lending institutions which are parties thereto
(each, individually, a "LENDER" and collectively, the "LENDERS"), the Lenders
have made available to the Company certain credit facilities in a current
aggregate principal amount of up to $150,000,000 (all amounts outstanding in
respect of such credit facilities being hereinafter collectively referred to as
the "LOAN").

      D. In connection with the execution of the Loan Agreement and as security
for the Loan made thereunder, the Subsidiary Guarantors have heretofore
guaranteed to the Lenders the payment of the Loan and all other obligations of
the Company under the Loan Agreement under those certain guaranty agreements (as
such agreements may be amended, restated, supplemented or otherwise modified
from time to time the "LOAN GUARANTIES").

      E. The Loan Guaranties and the Note Guaranties are each hereinafter
individually referred to as a "SUBSIDIARY GUARANTY" and collectively referred to
as the "SUBSIDIARY GUARANTIES".

      F. The Company and the Subsidiary Guarantors contemplate that from time to
time after the date hereof, additional subsidiaries of the Company may, subject
to the terms and conditions of the Loan Agreement and the Note Purchase
Agreement, issue additional guaranties for the benefit of the Creditors which
the Company, the Subsidiary Guarantors and the Creditors wish to become subject
to this Agreement pursuant to the requirements of Section 6(d) hereof.

      G. Pursuant to the Loan Agreement, it is a condition precedent to the
Notes constituting permitted indebtedness thereunder that the Administrative
Agent and the Noteholders enter into this Agreement.

      NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto hereby agree a follows:

      SECTION 1. DEFINITIONS.

      The following terms shall have the meanings assigned to them below in this
Section 1 or in the provisions of this Agreement referred to below:

      "Administrative Agent" shall have the meaning assigned thereto in the
Recitals hereof.

      "Company" shall have the meaning assigned thereto in the Recitals hereof.

                                    E-4.14-2


      "Covered Payment" shall have the meaning assigned thereto in Section 4.

      "Creditor" shall individually mean the Administrative Agent, any Lender or
any Noteholder and "Creditors" shall mean, collectively, the Administrative
Agent, the Lenders and the Noteholders.

      "Enforcement Action" means any (i) judicial or non-judicial foreclosure
proceeding, the exercise of any power of sale, the taking of a deed or
assignment in lieu of foreclosure, the obtaining of a receiver or the taking of
any other enforcement action against the Company or any Subsidiary Guarantor,
(ii) acceleration of, or demand or action taken in order to collect, all or any
indebtedness accruing under the Loan Agreement, the Notes or any Subsidiary
Guaranty or (iii) exercise of any right or remedy available to the
Administrative Agent or the Noteholders under the Loan Agreement, the Notes or
the Note Purchase Agreement, as applicable, at law, in equity or otherwise with
respect to the Company or any Subsidiary Guarantor.

      "Excess Covered Payment" shall mean as to any Creditor an amount equal to
the Covered Payment received by such Creditor less the Pro Rata Share of such
Covered Payment to which such Creditor is then entitled.

      "Lender" and "Lenders" shall have the meanings assigned thereto in the
Recitals hereto.

      "Loan" shall have the meaning assigned thereto in the Recitals hereof.

      "Loan Agreement" shall have the meaning assigned thereto in the Recitals
hereof.

      "Loan Guaranty" and "Loan Guaranties" shall have the meanings assigned
thereto in the Recitals hereof.

      "Note Guaranty" and "Note Guaranties" shall have the meanings assigned
thereto in the Recitals hereof.

      "Note Purchase Agreement" shall have the meaning assigned thereto in the
Recitals hereof.

      "Noteholder" and "Noteholders" shall have the meanings assigned thereto in
the Recitals hereof.

      "Notes" shall have the meaning assigned thereto in the Recitals hereof.

      "Person" shall mean an individual, partnership, limited liability company,
corporation, trust or unincorporated organization, and a government or agency or
political subdivision thereof.

                                    E-4.14-3


      "Pro Rata Share" shall mean, with respect to any Creditor, as of the date
of any Covered Payment to such Creditor, an amount equal to the product obtained
by multiplying (a) the amount of such Covered Payment less all reasonable costs
incurred by such Creditor in connection with the collection of such Covered
Payment by (b) a fraction, the numerator of which shall be the Specified Amount
owing to such Creditor, and the denominator of which is the aggregate amount of
all outstanding Subject Obligations (without giving effect in the denominator to
the application of any such Covered Payment).

      "Receiving Creditor" shall have the meaning assigned thereto in Section 4.

      "Specified Amount" shall mean as to any Creditor the aggregate amount of
the Subject Obligations owed to such Creditor.

      "Subject Obligations" shall mean all principal of, premium or make-whole
amount, if any, and interest on, the Notes and the Loan and all other
obligations of the Company under or in respect of the Notes and the Loan and
under the Note Purchase Agreement or the Loan Agreement.

      "Subsidiary Agreements" shall mean the Subsidiary Guaranties.

      "Subsidiary Guarantor" and "Subsidiary Guarantors" shall have the meaning
assigned thereto in the Recitals hereof.

      "Subsidiary Guaranty" and "Subsidiary Guaranties" shall have the meanings
assigned thereto in the Recitals hereof.

      Section 2. Approval of Loan and Loan Documents.(

      (a) Each Noteholder hereby acknowledges that (i) it has received and
reviewed and, subject to the terms and conditions of this Agreement, hereby
consents to and approves of the making of the Loan and, subject to the terms and
provisions of this Agreement, all of the terms and provisions of the Loan
Agreement and the Loan Guaranties, and (ii) any application or use of the
proceeds of the Loan for purposes other than those provided in the Loan
Agreement shall not affect, impair or defeat the terms and provisions of this
Agreement or the Loan Agreement.

      (b) Each of the Administrative Agent and each Lender hereby acknowledges
that (i) it has received and reviewed, and, subject to the terms and conditions
of this Agreement, hereby consents to and approves of the issuance of the Notes
and, subject to the terms and provisions of this Agreement, all of the terms and
provisions of the Note Purchase Agreement and the Note Guaranties, and (ii) any
application or use of the proceeds of the issuance of the Notes for purposes
other than those provided in the Note Purchase Agreement shall not affect,
impair or defeat the terms and provisions of this Agreement or the Note Purchase
Agreement. Each of the Administrative Agent and each Lender hereby acknowledges
and agrees that any conditions precedent to the consent of

                                    E-4.14-4


the Administrative Agent and each Lender to the issuance of the Notes as set
forth in the Loan Agreement or any other agreements with the Company related
thereto, as they apply to the issuance of the Notes, have been either satisfied
or waived.

      Section 3. Representations and Warranties.

            (a) Each Noteholder hereby represents and warrants, as to itself, as
follows:

                  (1) To such Noteholder's knowledge, there currently exists no
      default or event which, with the giving of notice or the lapse of time, or
      both, would constitute a default under the Notes or the Note Purchase
      Agreement.

                  (2) Such Noteholder (or its nominee) is the legal and
      beneficial owner of the Note purchased by it from the Company, free and
      clear of any lien, security interest, option or other charge or
      encumbrance.

                  (3) The Notes are not secured by any real or personal
      property of the Company or any Subsidiary Guarantor.

                  (4) Such Noteholder is duly organized and validly
      existing under the laws of the jurisdiction under which it was organized
      with full power to execute, deliver, and perform this Agreement and
      consummate the transactions contemplated hereby.

                  (5) All actions necessary to authorize the execution,
      delivery, and performance of this Agreement on behalf of such Noteholder
      have been duly taken, and all such actions continue in full force and
      effect as of the date hereof.

                  (6) Such Noteholder has duly executed and delivered
      this Agreement and this Agreement constitutes the legal, valid, and
      binding agreement of such Noteholder enforceable against such Noteholder
      in accordance with its terms subject to (x) applicable bankruptcy,
      reorganization, insolvency and moratorium laws, and (y) general principles
      of equity which may apply regardless of whether a proceeding is brought in
      law or in equity.

                  (7) To such Noteholder's knowledge, no consent of any
      other Person and no consent, license, approval, or authorization of, or
      exemption by, or registration or declaration or filing with, any
      governmental authority, bureau or agency is required in connection with
      the execution, delivery or performance by such Noteholder of this
      Agreement or consummation by such Noteholder of the transactions
      contemplated by this Agreement.

            (b) The Administrative Agent and each Lender hereby represents and
warrants, as to itself, as follows:

                                    E-4.14-5


                  (1) To its knowledge, there currently exists no default or
      event which, with the giving of notice or the lapse of time, or both,
      would constitute a default under the Loan Agreement.

                  (2) All security interests in favor of the Administrative
      Agent securing the Loan and all other amounts owing by the Company to the
      Lenders pursuant to the terms of the Loan Agreement shall be released in
      accordance with the terms of that certain Second Amendment to the Second
      Amended and Restated Loan Agreement dated as of April 6, 2006 among the
      Company, the Administrative Agent and the Lenders. Administrative Agent
      and Lenders have no other security interests in any real or personal
      property granted by Company or Subsidiary Guarantors.

                  (3) It is duly organized and validly existing under the laws
      of the jurisdiction under which it was organized with full power to
      execute, deliver, and perform this Agreement and consummate the
      transactions contemplated hereby.

                  (4) All actions necessary to authorize the execution,
      delivery, and performance of this Agreement by it have been duly taken,
      and all such actions continue in full force and effect as of the date
      hereof.

                  (5) It has duly executed and delivered this Agreement and this
      Agreement constitutes the legal, valid, and binding agreement of the
      Administrative Agent or such Lender, as the case may be, enforceable
      against the Administrative Agent or such Lender, as the case may be, in
      accordance with its terms subject to (x) applicable bankruptcy,
      reorganization, insolvency and moratorium laws and (y) general principles
      of equity which may apply regardless of whether a proceeding is brought in
      law or in equity.

                  (6) To its knowledge, no consent of any other Person and no
      consent, license, approval, or authorization of, or exemption by, or
      registration or declaration or filing with, any governmental authority,
      bureau or agency is required in connection with the execution, delivery or
      performance by the Administrative Agent of this Agreement or consummation
      by the Administrative Agent of the transactions contemplated by this
      Agreement.

      Section 4. Sharing of Recoveries.

            (a) Each Creditor hereby agrees with each other Creditor that from
and after the commencement of an Enforcement Action by any Creditor, any payment
(including payments made through setoff of deposit balances or otherwise)
received by such Creditor in respect of the Subject Obligations owed to such
Creditor (such payment, a "COVERED PAYMENT") shall be shared so that each
Creditor shall receive its Pro Rata Share of such Covered Payment. Accordingly,
each Creditor hereby agrees that in the event that (i) such Creditor receives a
Covered Payment (such Creditor, a "RECEIVING

                                    E-4.14-6


CREDITOR") and (ii) any other Creditor shall not concurrently receive its Pro
Rata Share of such Covered Payment, then the Receiving Creditor shall promptly
remit to each other Creditor who shall then be entitled thereto, an amount so
that after giving effect to such payment (and any other payments then being made
by any other Receiving Creditor pursuant to this Section 4) each Creditor shall
have received its Pro Rata Share of such Covered Payments.

            (b) For purposes of determining each Creditor's Pro Rata Share, (x)
unfunded commitments to advance funds shall not constitute outstanding Subject
Obligations and (y) the undrawn amount of any issued irrevocable letters of
credit shall constitute outstanding Subject Obligations of the issuers of such
letters of credit. If any payment is made pursuant to this Section 4 with
respect to the undrawn amount of any issued letter of credit and if,
subsequently, such letter of credit expires without having been drawn upon in
full, then the issuer of such letter of credit shall calculate the aggregate
amount that it received or retained under this Section 4 solely as a result of
the treatment of the undrawn amount of such letter of credit as an outstanding
Subject Obligation and such amount shall thereafter constitute a Covered Payment
subject to sharing pursuant to this Section 4.

            (c) Any such payments shall be deemed to be and shall be made in
consideration of the purchase for cash at face value, but without recourse,
ratably from the other Creditors such amount of Notes or Loan (or interest
therein), as the case may be, to the extent necessary to cause such Receiving
Creditor to share such Excess Covered Payment with the other Creditors as
hereinabove provided; provided, however, that if any such purchase or payment is
made by any Receiving Creditor and if such Excess Covered Payment or part
thereof is thereafter recovered from such Receiving Creditor (including, without
limitation, by any trustee in bankruptcy of the Person making such Covered
Payment or any creditor thereof), the related purchase from the other Creditors
shall be rescinded ratably and the purchase price restored as to the portion of
such Excess Covered Payment so recovered, but without interest; provided,
further, that nothing herein contained shall obligate any Creditor to resort to
any setoff, application of deposit balance or other means of payment under any
Subsidiary Guaranty or avail itself of any recourse by resort to any property of
the Company or any Subsidiary Guarantor, the taking of any such action to remain
within the absolute discretion of such Creditor without obligation of any kind
to the other Creditors to take any such action.

      Section 5. Modifications, Amendments, Etc.

            (a) The Administrative Agent and the Lenders shall have the right
without the consent of the Noteholders in each instance to enter into any
amendment, deferral, extension, modification, increase, renewal, replacement,
consolidation, supplement or waiver (collectively, a "LOAN MODIFICATION") of the
Loan or the Loan Agreement (or any agreement related thereto) provided that no
such Loan Modification shall, without the prior written consent of the
Noteholders, grant to the Administrative Agent or any Lender a security interest
in any assets of the Company or any Subsidiary Guarantor.

                                    E-4.14-7


            (b) The Noteholders shall have the right without the consent of the
Administrative Agent in each instance to enter into any amendment, deferral,
extension, modification, increase, renewal, replacement, consolidation,
supplement or waiver (collectively, a "NOTE MODIFICATION") of the Note or the
Note Purchase Agreement provided that no such Note Modification shall, without
the prior written consent of the Administrative Agent, grant to the Noteholders
a security interest in any assets of the Company or any Subsidiary Guarantor.

      Section 6. Agreements Among the Creditors.

            (a) Independent Actions by Creditors. Nothing contained in this
Agreement shall prohibit any Creditor from accelerating the maturity of, or
demanding payment from a Subsidiary Guarantor on, any Subject Obligation of the
Company to such Creditor or from instituting legal action against the Company or
a Subsidiary Guarantor to obtain a judgment or other legal process in respect of
such Subject Obligation, but any funds received from a Subsidiary Guarantor in
connection with any recovery therefrom shall be subject to the terms of this
Agreement.

            (b) Relation of Creditors. This Agreement is entered into solely for
the purposes set forth herein, and no Creditor assumes any responsibility to any
other party hereto to advise such other party of information known to such other
party regarding the financial condition of the Company or any Subsidiary
Guarantor or of any other circumstances bearing upon the risk of nonpayment of
the Subject Obligation. Each Creditor specifically acknowledges and agrees that
nothing contained in this Agreement is or is intended to be for the benefit of
the Company or a Subsidiary Guarantor and nothing contained herein shall limit
or in any way modify any of the obligations of the Company or any Subsidiary
Guarantor to the Creditors.

            (c) Acknowledgment of Guaranties. The Lenders hereby expressly
acknowledge the existence of the Note Guarantees and the Noteholders hereby
expressly acknowledge the existence of the Loan Guaranties.

            (d) Additional Guarantors. Additional Persons may become "Subsidiary
Guarantors" hereunder by executing and delivering to a then existing Creditor a
guaranty by which such Person has become a guarantor of the Notes or Loan
pursuant to the terms of the Loan Agreement or the Note Purchase Agreement.
Accordingly, upon the execution and delivery of any such copy of the guaranty by
any such Person, such Person shall, thereinafter become a "Subsidiary Guarantor"
for all purposes of this Agreement.

            (e) Payments on Subordinated Indebtedness. Pursuant to the Note
Guaranties and the Loan Guaranties, the Subsidiary Guarantors have agreed that
any indebtedness of the Company now or hereafter held by a Subsidiary Guarantor,
whether secured or unsecured, and if secured, the security for same, is
subordinated to the indebtedness of the Company under or in respect of the Notes
and the Loan and under the Note Purchase Agreement or the Loan Agreement from
time to time. Notwithstanding

                                    E-4.14-8


anything to the contrary set forth in the Note Guaranties or the Loan
Guaranties, the Creditors acknowledge and agree that, so long as there is any
default or event of default under the Note Purchase Agreement or the Loan
Agreement, such indebtedness of the Company to a Subsidiary Guarantor shall be
collected, enforced, and received by such Subsidiary Guarantor as trustee for
the Creditors and shall be paid over by such Subsidiary Guarantor to any
Creditor. In the event any Creditor receives any payment from a Subsidiary
Guarantor pursuant to the preceding sentence, then such payment shall be shared
by the Creditors pursuant to the terms of Section 4 hereof, whether or not an
Enforcement Action has been commenced by any Creditor.

      Section 7. Obligations Hereunder Not Affected.

            (a) All rights, interests, agreements and obligations of the
Administrative Agent, the Lenders and the Noteholders under this Agreement shall
remain in full force and effect irrespective any lack of validity or
enforceability of the Loan Agreement, the Note Purchase Agreement, the Notes,
any Subsidiary Guaranty or any other agreement or instrument relating thereto.

            (b) This Agreement shall continue to be effective or be reinstated,
as the case may be, if at any time any payment of all or any portion of the Loan
or the Notes is rescinded or must otherwise be returned by the Lenders or the
Noteholders upon the insolvency, bankruptcy or reorganization of the Company or
any Subsidiary Guarantor or otherwise, all as though such payment had not been
made.

      Section 8. Estoppel.

            (a) Each Noteholder shall, within ten (10) business days following a
request from the Administrative Agent, provide the Administrative Agent with a
written statement setting forth the then current outstanding principal balance
of the its Note, the aggregate accrued and unpaid interest in respect of its
Note, and stating whether to such Noteholder's knowledge any default or event of
default exists under the its Note or the Note Purchase Agreement.

            (b) The Administrative Agent shall, within ten (10) business days
following a request from the Noteholders, provide the Noteholders with a written
statement setting forth the then current outstanding principal balance of the
Loan, the aggregate accrued and unpaid interest under the Loan, and stating
whether to the Administrative Agent's knowledge any default or event of default
exists under the Loan or the Loan Agreement.

      Section 9. Miscellaneous.

            (a) Entire Agreement. This Agreement represents the entire Agreement
among the Creditors and, except as otherwise provided, this Agreement may not be
altered, amended or modified except in a writing executed by all the parties to
this Agreement.

                                    E-4.14-9


            (b) Notices. Notices hereunder shall be given to the Creditors at
their addresses as set forth in the Note Purchase Agreement or the Loan
Agreement, as the case may be, or at such other address as may be designated by
each in a written notice to the other parties hereto.

            (c) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of each of the Creditors and their respective successors
and assigns, whether so expressed or not, and, in particular, shall inure to the
benefit of and be enforceable by any future holder or holders of any Subject
Obligations, and the term "Creditor" shall include any such subsequent holder of
Subject Obligations, wherever the context permits. Without limiting the
foregoing, the rights and obligations of any Lender or Noteholder under this
Agreement shall be assigned automatically, without the need for the execution of
any document or any other action, to, and the term "Lender" or "Noteholder" as
used in this Agreement shall include, any assignee, transferee or successor of
such Lender under the Loan Agreement (or a lending institution which becomes a
party to the Loan Agreement) or such Noteholder under the Note Purchase
Agreement, as the case may be, and any such assignee, transferee or successor
shall automatically become a party to this Agreement. If required by any party
to this Agreement, such assignee, transferee or successor shall execute and
deliver to the other parties to this Agreement a written confirmation of its
assumption of the obligations of the assignor, transferor or predecessor
hereunder.

            (d) Consents, Amendment, Waivers. All amendments, waivers or
consents of any provision of this Agreement shall be effective only if the same
shall be in writing and signed by all of the Creditors.

            (e) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Illinois.

            (f) Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one Agreement, and
any of the parties hereto may execute this Agreement by signing any such
counterpart.

            (g) Severability. In case any one or more of the provisions
contained in this Agreement shall be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
of this Agreement shall not in any way be affected or impaired thereby.

            (h) Expenses. In the event of any litigation to enforce this
Agreement, the prevailing party shall, if not reimbursed by the Company, be
entitled to its reasonable attorney's fees (including the allocated costs of
in-house counsel).

            (i) Term of Agreement. This Agreement shall terminate when all
Subject Obligations are paid in full and such payments are not subject to any
possibility of revocation or rescission or until all of the parties hereto
mutually agree in a writing to terminate this Agreement.

                                   E-4.14-10


      IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed as of the date first above written.

                        PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY

                             By:   Prudential Investment Management, Inc., as
                                   investment manager

                                   By
                                     -----------------------------
                                     Name:
                                     Title:  Vice President

                                    E-4.14-1


                        THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

                        By
                           --------------------------------
                           Name:
                           Title:  Vice President

                                    E-4.14-2


                        MTL INSURANCE COMPANY

                             By:   Prudential Private Placement Investors, L.P.
                                   (as Investment Advisor)

                             By:   Prudential Private Placement Investors, Inc.
                                   (as its General Partner)

                                   By
                                      -----------------------------
                                      Name:
                                      Title:  Vice President

                                    E-4.14-3


                        THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA

                        By
                          ---------------------------------
                          Name:
                          Title:  Vice President

                                    E-4.14-4


                        AMERICAN INVESTORS LIFE INSURANCE COMPANY

                             By:   AmerUs Capital Management Group, Inc., its
                                   authorized attorney-in-fact

                                   By
                                      ---------------------------
                                      Name:
                                      Title:

                                    E-4.14-5


                        AMERUS LIFE INSURANCE COMPANY

                             By:   AmerUs Capital Management Group, Inc., its
                                   authorized attorney-in-fact

                                   By
                                      -------------------------
                                      Name:
                                      Title:

                                    E-4.14-6


                        LASALLE BANK NATIONAL ASSOCIATION, as Administrative
                        Agent under the Loan Agreement

                        By:
                             -----------------------------------
                        Name:  Tom Harmon
                        Title:  Senior Vice President

                                    E-4.14-7


                        SOUTHWEST BANK OF ST. LOUIS, as a Lender under the Loan
                        Agreement

                        By:
                           -----------------------------------
                        Name:
                             ---------------------------------
                        Title:
                              --------------------------------

                                    E-4.14-8


                        NATIONAL CITY BANK OF THE MIDWEST, as a Lender under the
                        Loan Agreement

                        By:
                           -----------------------------------
                        Name:
                             ---------------------------------
                        Title:
                              --------------------------------

                                    E-4.14-9


                        FIFTH THIRD BANK, as a Lender under the Loan Agreement

                        By:
                            ----------------------------------
                        Name:
                              --------------------------------
                        Title:
                               -------------------------------

                                   E-4.14-10


                        MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH
                        BUSINESS FINANCIAL SERVICES INC., as a Lender under the
                        Loan Agreement

                        By:
                            ----------------------------------
                        Name:
                              --------------------------------
                        Title:
                               -------------------------------

                                   E-4.14-11


                        FIRST BANK, as a Lender under the Loan Agreement

                        By:
                            ----------------------------------
                        Name:
                              --------------------------------
                        Title:
                               -------------------------------

                                   E-4.14-12


The undersigned hereby acknowledge and agree to the foregoing Agreement:

TALX CORPORATION, a Missouri corporation,
PERFORMANCE ASSESSMENT NETWORK, a Delaware corporation, as a Subsidiary
Guarantor,
TALX UCM SERVICES, INC., a Missouri corporation, as a Subsidiary Guarantor,
TALX FASTIME SERVICES, INC., a Texas corporation, as a Subsidiary Guarantor,
TALX EMPLOYER SERVICES, LLC, a Missouri Limited Liability company, as a
Subsidiary Guarantor,
UI ADVANTAGE, INC., a Maryland corporation, as a Subsidiary Guarantor,
TBT ENTERPRISES, INCORPORATED, a Maryland corporation, as a Subsidiary
Guarantor,
NET PROFIT, INC., a South Carolina corporation, as a Subsidiary Guarantor,
TALX TAX INCENTIVE SERVICES, LLC, a Missouri limited liability company, as a
Subsidiary Guarantor,
JON-JAY ASSOCIATES, INC., a Massachusetts corporation, as a Subsidiary
Guarantor,
TALX TAX CREDITS AND INCENTIVES, LLC, a Missouri limited liability company, as a
Subsidiary Guarantor,
MANAGEMENT INSIGHT INCENTIVES, LLC, a Missouri limited liability company, as a
Subsidiary Guarantor,
and UNEMPLOYMENT SERVICES, LLC, a Missouri limited liability company, as a
Subsidiary Guarantor

By:--------------------------------
Name:  L. Keith Graves
Title:  Chief Financial Officer

                                   E-4.14-13

EX-11.1

                                                                    Exhibit 11.1
                        TALX CORPORATION AND SUBSIDIARIES
              STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE
                                   (unaudited)




                                                     THREE MONTHS ENDED MARCH 31,                YEARS ENDED MARCH 31,
                                                    ------------------------------   ---------------------------------------------
                                                         2005             2006            2004            2005            2006
                                                    --------------   -------------   --------------   -------------   ------------
                                                                                                       
Basic Earnings Per Share:

   Net earnings:
     Continuing operations ......................   $    7,087,000   $   8,977,000   $   12,493,000   $  16,028,000   $ 29,975,000
     Discontinued operations ....................          142,000          65,000          199,000         582,000        515,000
                                                    ------------------------------------------------------------------------------
       Net earnings .............................   $    7,229,000   $   9,042,000   $   12,692,000   $  16,610,000   $ 30,490,000
                                                    ==============   =============   ==============   =============   ============

   Weighted average number of common shares
     outstanding...................................     31,383,017      31,992,969       31,384,220      31,383,017     31,814,015
   Less: weighted average number of treasury
     shares........................................       (207,132)              -         (869,942)       (428,388)       (38,046)
                                                    --------------   -------------   --------------   -------------   ------------
     Weighted average number of common and
       common equivalent shares outstanding......       31,175,885      31,992,969       30,514,278      30,954,629     31,775,969
                                                    ==============   =============   ==============   =============   ============

   Basic earnings per common share:
     Continuing operations ......................   $         0.22   $        0.28   $         0.41   $        0.52   $       0.94
     Discontinued operations ....................             0.01               -             0.01            0.02           0.02
                                                    --------------   -------------   --------------   -------------   ------------
       Net earnings .............................   $         0.23   $        0.28   $         0.42   $        0.54   $       0.96
                                                    ==============   =============   ==============   =============   ============

Diluted Earnings Per Share:

   Net earnings:
     Continuing operations ......................   $    7,087,000   $   8,977,000   $   12,493,000   $  16,028,000   $ 29,975,000
     Discontinued operations ....................          142,000          65,000          199,000         582,000        515,000
                                                    --------------   -------------   --------------   -------------   ------------
       Net earnings .............................   $    7,229,000   $   9,042,000   $   12,692,000   $  16,610,000   $ 30,490,000
                                                    ==============   =============   ==============   =============   ============

   Weighted average number of common shares
     outstanding...................................     31,383,017      31,992,969       31,384,220      31,383,017     31,814,015
   Dilutive effect of restricted shares .........           22,500          62,124                -           9,617         46,358
   Weighted average number of shares issuable
     under employee stock plans..................           16,506          10,549           20,532          16,506         10,549
   Dilutive effect of the exercise of stock
     options.....................................        1,686,872       2,170,626        1,396,325       1,388,966      1,995,775
   Dilutive effect of the exercise of warrants...           86,117               -           78,624          82,961              -
   Less: weighted average number of treasury
     shares......................................         (207,132)              -         (869,942)       (428,388)       (38,046)
                                                    --------------   -------------   --------------   -------------   ------------
     Weighted average number of common and
       common equivalent shares outstanding......       32,987,879      34,236,268       32,009,759      32,452,679     33,828,651
                                                    ==============   =============   ==============   =============   ============

   Diluted earnings per common share:
     Continuing operations ......................   $         0.21   $        0.26   $         0.39   $        0.49   $       0.89
     Discontinued operations ....................             0.01               -             0.01            0.02           0.01
                                                    --------------   -------------   --------------   -------------   ------------
       Net earnings .............................   $         0.22   $        0.26   $         0.40   $        0.51   $       0.90
                                                    ==============   =============   ==============   =============   ============

EX-21.1

                                                                    Exhibit 21.1

                        TALX Corporation and Subsidiaries
            Subsidiaries of TALX Corporation, a Missouri corporation

1.    Net Profit, Inc. - a South Carolina corporation
2.    TALX FasTime Services, Inc. - a Texas corporation
3.    TALX UCM Services, Inc. - a Missouri corporation (d/b/a TALX UC eXpress)
4.    TALX Employer Services, LLC - a Missouri limited liability company
5.    TBT Enterprises, Incorporated - a Maryland corporation
6.    UI Advantage, Inc. - a Maryland corporation
7.    Johnson & Associates, LLC - a Nebraska limited liability company
8.    Jon-Jay Associates, Inc. - a Massachusetts corporation
9.    TALX Tax Incentive Services, LLC - a Missouri limited liability company
10.   Unemployment Services, LLC - a Missouri limited liability company
11.   TALX Tax Credits and Incentives, LLC - a Missouri limited liability
      company
12.   Management Insight Incentives, LLC - a Missouri limited liability company
13.   Performance Assessment Network, Inc. - a Delaware corporation
14.   TALX Limited - a company organized under laws of England

EX-23.1

                                                                    Exhibit 23.1

            Consent of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
TALX Corporation:

We consent to the incorporation by reference in registration statements No.
333-14619, No. 333-18389, No. 333-18393, No. 333-47569, No. 333-83369, No.
333-83367, No. 333-65370, No. 333-65368, No. 333-119933, No. 333-128405, and No.
333-134436 on Forms S-8 and No. 333-121934 on Form S-3 of TALX Corporation and
subsidiaries (the Company) of our reports dated May 31, 2006, relating to the
consolidated balance sheets of the Company as of March 31, 2006 and 2005, and
the related statements of earnings, shareholders' equity and comprehensive
income, and cash flows for each of the years in the three-year period ended
March 31, 2006; management's assessment of the effectiveness of internal control
over financial reporting as of March 31, 2006; and the effectiveness of internal
control over financial reporting as of March 31, 2006, which reports appear in
the March 31, 2006 annual report on Form 10-K of the Company.

The Company acquired Jon-Jay Associates, Inc., Glick & Glick Consultants, LLC,
Employers Unity, Inc. and Business Incentives, Inc., doing business as
Management Insights, Inc., during the year ended March 31, 2006. Management
excluded from its assessment of the effectiveness of the Company's internal
control over financial reporting as of March 31, 2006, these entities' internal
control over financial reporting associated with total revenues of $19,000,000,
included in the consolidated financial statements of the Company for the periods
from the respective acquisitions through March 31, 2006. These entities were
acquired for total consideration of $83,000,000, subject to certain contingent
purchase price adjustments. Our audit of internal control over financial
reporting of the Company also excluded an evaluation of the internal control
over financial reporting of these entities.

/s/ KPMG LLP

St. Louis, Missouri
May 31, 2006

EX-31.1

                                                                    Exhibit 31.1

CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER

I, William W. Canfield, certify that:

      1.    I have reviewed this annual report on Form 10-K of TALX Corporation;

      2.    Based on my knowledge, this report does not contain any untrue
            statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this annual report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this report, fairly present in all material
            respects the financial condition, results of operations and cash
            flows of the registrant as of, and for, the periods presented in
            this annual report;

      4.    The registrant's other certifying officer and I are responsible for
            establishing and maintaining disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
            control over financial reporting (as defined in Exchange Act Rules
            13a-15(f) and 15d-15(f)) for the registrant and we have:

                  a.    Designed such disclosure controls and procedures, or
                        caused such disclosure controls and procedures to be
                        designed under our supervision, to ensure that material
                        information relating to the registrant, including its
                        consolidated subsidiaries, is made known to us by others
                        within those entities, particularly during the period in
                        which this annual report is being prepared;

                  b.    Designed such internal control over financial reporting,
                        or caused such internal control over financial reporting
                        to be designed under our supervision, to provide
                        reasonable assurance regarding the reliability of
                        financial reporting and the preparation of financial
                        statements for external purposes in accordance with
                        generally accepted accounting principles;

                  c.    Evaluated the effectiveness of the registrant's
                        disclosure controls and procedures and presented in the
                        annual report our conclusions about the effectiveness of
                        the disclosure controls and procedures, as of the end of
                        the period covered by the annual report based on such
                        evaluation; and

                  d.    Disclosed in this report any change in the registrant's
                        internal control over financial reporting that occurred
                        during the registrant's most recent fiscal quarter (the
                        registrant's fourth fiscal quarter in the case of an
                        annual report) that has materially affected, or is
                        reasonably likely to materially affect, the registrant's
                        internal control over financial reporting; and

      5.    The registrant's other certifying officer and I have disclosed,
            based on our most recent evaluation of internal control over
            financial reporting, to the registrant's auditors and the audit
            committee of the registrant's board of directors (or persons
            performing the equivalent functions):

                  a.    All significant deficiencies and material weaknesses in
                        the design or operation of internal control over
                        financial reporting which are reasonably likely to
                        adversely affect the registrant's ability to record,
                        process, summarize and report financial information; and

                  b.    Any fraud, whether or not material, that involves
                        management or other employees who have a significant
                        role in the registrant's internal control over financial
                        reporting.

                                 By : /s/ William W. Canfield
                                      ---------------------------------------
                                 William W. Canfield
                                 Chairman, President and Chief Executive Officer
                                 TALX Corporation
                                 May 31, 2006

EX-31.2

                                                                    Exhibit 31.2

CERTIFICATIONS OF PRINCIPAL FINANCIAL OFFICER

I, L. Keith Graves, certify that:

      1.    I have reviewed this annual report on Form 10-K of TALX Corporation;

      2.    Based on my knowledge, this report does not contain any untrue
            statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this annual report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this report, fairly present in all material
            respects the financial condition, results of operations and cash
            flows of the registrant as of, and for, the periods presented in
            this annual report;

      4.    The registrant's other certifying officer and I are responsible for
            establishing and maintaining disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
            control over financial reporting (as defined in Exchange Act Rules
            13a-15(f) and 15d-15(f)) for the registrant and we have:

                  a     Designed such disclosure controls and procedures, or
                        caused such disclosure controls and procedures to be
                        designed under our supervision, to ensure that material
                        information relating to the registrant, including its
                        consolidated subsidiaries, is made known to us by others
                        within those entities, particularly during the period in
                        which this annual report is being prepared;

                  b.    Designed such internal control over financial reporting,
                        or caused such internal control over financial reporting
                        to be designed under our supervision, to provide
                        reasonable assurance regarding the reliability of
                        financial reporting and the preparation of financial
                        statements for external purposes in accordance with
                        generally accepted accounting principles;

                  c.    Evaluated the effectiveness of the registrant's
                        disclosure controls and procedures and presented in the
                        annual report our conclusions about the effectiveness of
                        the disclosure controls and procedures, as of the end of
                        the period covered by the annual report based on such
                        evaluation; and

                  d.    Disclosed in this report any change in the registrant's
                        internal control over financial reporting that occurred
                        during the registrant's most recent fiscal quarter (the
                        registrant's fourth fiscal quarter in the case of an
                        annual report) that has materially affected, or is
                        reasonably likely to materially affect, the registrant's
                        internal control over financial reporting; and

      5.    The registrant's other certifying officer and I have disclosed,
            based on our most recent evaluation of internal control over
            financial reporting, to the registrant's auditors and the audit
            committee of the registrant's board of directors (or persons
            performing the equivalent functions):

                  a.    All significant deficiencies and material weaknesses in
                        the design or operation of internal control over
                        financial reporting which are reasonably likely to
                        adversely affect the registrant's ability to record,
                        process, summarize and report financial information; and

                  b.    Any fraud, whether or not material, that involves
                        management or other employees who have a significant
                        role in the registrant's internal control over financial
                        reporting.

                                 By : /s/ L. Keith Graves
                                      ----------------------------------------
                                 L. Keith Graves
                                 Senior Vice President, Chief Financial Officer
                                 and Assistant Secretary
                                 TALX Corporation
                                 May 31, 2006

EX-32.1

                                                                    Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of TALX Corporation (the "Company") on Form
10-K for the period ending March 31, 2006, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, William W. Canfield,
Chairman, President and Chief Executive Officer of the Company, certify, to the
best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

      (1)   The Report fully complies with the requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   The information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operations
            of the Company.

                                 By :  /s/ William W. Canfield
                                       --------------------------------------
                                 William W. Canfield
                                 Chairman, President and Chief Executive Officer
                                 TALX Corporation
                                 May 31, 2006

EX-32.2

                                                                    Exhibit 32.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of TALX Corporation (the "Company") on Form
10-K for the period ending March 31, 2006 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, L. Keith Graves, Vice
President, Chief Financial Officer and Assistant Secretary of the Company,
certify, to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

      (1)   The Report fully complies with the requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   The information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operations
            of the Company.

                                 By :  /s/ L. Keith Graves
                                       --------------------------------------
                                 L. Keith Graves
                                 Senior Vice President, Chief Financial Officer
                                 and Assistant Secretary
                                 TALX Corporation
                                 May 31, 2006