Second Amendment to Financing Agreement dated March 22, 2000

SECOND AMENDMENT, dated as of March 22, 2000 (the “Amendment”), to the Financing Agreement referred to below, by and among (i) DYNAX SOLUTIONS, INC., a Delaware corporation formerly known as Dynax Acquisition Corp. (the “Parent”), APPLICATION RESOURCES CONSULTING SERVICES, INC., a New York corporation, ICS ACQUISITION CORP., a Delaware corporation, ARCS ACQUISITION CORP., a Delaware corporation, DSI ACQUISITION CORP., a Delaware corporation (“DSI”), DYNAX RESOURCES, INC., a Delaware corporation, LAUREN AND ASSOCIATES, INC., a New York corporation, and PRIME TIME STAFFING, INC., a New York corporation (each, a “Borrower” and collectively, the “Borrowers”), and (ii) ABLECO FINANCE LLC, as agent (the “Agent”) for itself and its assigns (the “Lenders”).

WHEREAS, the Borrowers and the Lenders are parties to the Financing Agreement dated as of March 24, 1999, as amended by the First Amendment dated as of August 19, 1999 (the “Financing Agreement”), pursuant to which the Lenders have agreed to make certain term loans and revolving loans to the Borrowers from time to time in an aggregate principal amount at any time outstanding not to exceed the aggregate amount of the Commitments (as defined in the Financing Agreement) set forth therein;

WHEREAS, the Borrowers have requested, among other things, that the calculation of the Facility Borrowing Base (as defined in the Financing Agreement) be adjusted to permit the Borrowers to borrow additional revolving loans under the Financing Agreement, and the Agent on behalf of the Lenders has agreed to such request, subject to (i) the execution and delivery of this Amendment by the Borrowers, and (ii) the other terms and conditions set forth in this Amendment;

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereto hereby agree as follows:

1. Definitions in Amendment. Any capitalized term used herein and not defined shall have the meaning assigned to it in the Financing Agreement.

2. Facility Borrowing Base. The definition of the term “Facility Borrowing Base” contained in Section 1.01 of the Financing Agreement is hereby amended by deleting the first sentence thereof and substituting therefor the following:

“Facility Borrowing Base” means, at any date, the lesser of (a) gross consolidated collections from operations of the Borrowers for the fifteen (15) calendar weeks immediately preceding such date, computed on a pro forma basis to include Acquisitions consummated after the Effective Date but prior to such date with the approval of the Lender, (b)(i) Adjusted Consolidated EBITDA for the twelve calendar months immediately preceding such date, multiplied by (ii) 3.35, and (c) 515,150,000.”

3. Litigation. Each reference to “Schedule 5.01(g)” in the Financing Agreement is hereby deleted and the phrase “Schedule 5.01(g-A)” is hereby substituted in lieu thereof.

4. Place of Business. Each reference to “Schedule 5.01(hh)” in the Financing Agreement is hereby deleted and the phrase “Schedule 5.01(hh-A)” is hereby substituted in lieu thereof Each reference to “Schedule 6.01(l)” in the Financing Agreement is hereby deleted and the phrase “Schedule 6.01(1-A)” is hereby substituted in lieu thereof.

5. Schedules. Schedule 5.01(g) to the Financing Agreement is hereby amended in its entirety to read as set forth in Annex I to this Amendment. Schedule 5.01(hh) to the Financing Agreement is hereby deleted in its entirety to read as set forth in Annex II to this Amendment. Schedule 6.01(l) to the Financing Agreement is hereby deleted in its entirety to read as set forth in Annex III to this Amendment.

6. Amendment Fee. The Borrowers shall pay to the Agent for the benefit of the Lenders an amendment fee equal to $90,000 (the “Amendment Fee”), which Amendment Fee shall be fully earned on the Amendment Effective Date (as defined below), non-refundable and payable in three equal installments each in the amount of $30,000 on (a) the Amendment Effective Date, (b) April 3, 2000 and (c) May 1, 2000, provided that if the outstanding principal amount of the Term Loan is prepaid in full (i) on or prior to April 3, 2000, the second and third installments of the Amendment Fee shall not be due and payable by the Borrowers or (ii) after April 3, 2000 but on or prior to May 1, 2000, the third installment of the Amendment Fee shall not be due and payable by the Borrowers.

7. Conditions to Effectiveness. This Amendment shall become effective only upon satisfaction in full, in a manner satisfactory to the Agent, of the following conditions precedent (the first date upon which all such conditions shall have been satisfied being herein called the “Amendment Effective Date”):

(a) The representations and warranties contained herein, in Section 5.01 of the Financing Agreement and in each other Loan Document and certificate or other writing delivered to the Agent pursuant hereto on or prior to the Amendment Effective Date shall be correct on and as of the Amendment Effective Date as though made on and as of such date, except to the extent that such representations and warranties (or any schedules related thereto) expressly relate solely to an earlier date (in which case such representations and warranties shall be true and correct on and as of such date); and no Default or Event of Default shall have occurred and be continuing on the Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms.

(b) The Agent shall have received counterparts of this Amendment which bear the signatures of each Borrower.

(c) The Borrower shall have paid to the Agent, in immediately available funds, the first installment of the Amendment Fee equal to $30,000.

(d) All legal matters incident to this Amendment shall be satisfactory to the Agent and its counsel.

8. Representations and Warranties. Each Borrower hereby represents and warrants to the Agent and the Lenders as follows:

(a) Representations and Warranties; No Event of Default. The representations and warranties herein, in Section 5.01 of the Financing Agreement and in each other Loan Document and certificate or other writing delivered to the Lender pursuant hereto on or prior to the Amendment Effective Date shall be correct on and as of the Amendment Effective Date as though made on and as of such date, except to the extent that such representations and warranties (or any schedules related thereto) expressly relate solely to an earlier date (in which case such representations and warranties shall be true and correct on and as of such date); and no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from this Amendment becoming effective in accordance with its terns or the making of the Additional Loan.

(b) Organization, Good Standing, Etc. Such Loan Party (i) is a corporation duly organized, validly existing and in good standing under the laws of the state of its organization, (ii) has all requisite power and authority to execute, deliver and perform this Amendment and the other Loan Documents to which it is a party being executed in connection with this Amendment, and to perform the Financing Agreement, as amended hereby, and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary.

(c) Authorization, Etc. The execution, delivery and performance by such Loan Party of this Amendment and each other Loan Document to which its a party being executed in connection with this Amendment, and the performance by such Loan Party of the Financing Agreement, as amended hereby, (i) have been duly authorized by all necessary action, (ii) do not and will not contravene such Loan Party’s charter or by-laws, any applicable law or any contractual restriction binding on or otherwise affecting it or any of its properties, (iii) do not and will not result in or require the creation of any Lien (other than pursuant to any Loan Document) upon or with respect to any of its properties, and(iv) do not and will not result in any suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operations or any of its properties.

(d) Governmental Approvals. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other regulatory body is required in connection with the due execution, delivery and performance by such Loan Party of this Amendment or any other Loan Document to which it is a party being executed in connection with this Amendment, or for the performance of the Financing Agreement, as amended hereby.

(e) Enforceability of Loan Documents. Each of this Amendment, the Financing Agreement, as amended hereby, and each other Loan Document to which such Loan Party is a party is a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as such enforceability may be limited by or subject to any bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditor’s rights generally.

9. Continued Effectiveness of Loan Agreement. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Amendment Effective Date all references in any such Loan Document to “the Loan Agreement”, “thereto”, “thereof’, “thereunder” or words of like import referring to the Loan Agreement shall mean the Loan Agreement as amended by this Amendment, and (ii) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Lender, or to grant to the Lender a Lien on any collateral as security for the Obligations of the Borrower from time to time existing in respect of the Loan Agreement and the Loan Documents, such pledge, assignment and/or grant of a Lien is hereby ratified and confirmed in all respects.

(a) This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

(b) Section and paragraph headings herein are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

(d) Each Borrower hereby acknowledges and agrees that this Amendment constitutes a “Loan Document” under the Financing Agreement. Accordingly, it shall be an Event of Default under the Financing Agreement if (i) any representation or warranty made by a Borrower under or in connection with this Amendment shall have been untrue, false or misleading in any material respect when made, or (ii) a Borrower shall fail to perform or observe any term, covenant or agreement contained in this Amendment.

(e) The Borrower will pay on demand all reasonable out-of-pocket costs and expenses of the Agent and the Lenders in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees, disbursements and other charges of Schulte Roth & Zabel LLP, counsel to the Agent and the Lenders.

IN WITNESS WHEREOF, the parties hereto have, caused this Amendment to be executed and delivered as of the date first above written.


BORROWERS:

DYNAX SOLUTIONS, INC.

By:		/s/ Jerold Weinger
		Name: Jerold Weinger
		Title: CEO


APPLICATION RESOURCES CONSULTING SERVICE, INC.

By:		/s/ Jerold Weinger
		Name: Jerold Weinger
		Title: CEO


ICS ACQUISITION CORP.

By:		/s/ Jerold Weinger
		Name: Jerold Weinger
		Title: CEO


ARCS ACQUISITION CORP.

By:		/s/ Jerold Weinger
		Name: Jerold Weinger
		Title: CEO


DSI ACQUISITION CORP.

By:		/s/ Jerold Weinger
		Name: Jerold Weinger
		Title: CEO


DYNAX RESOURCES, INC.

By:		/s/ Jerold Weinger
		Name: Jerold Weinger
		Title: CEO


PRIME TIME STAFFING, INC.

By:		/s/ Jerold Weinger
		Name: Jerold Weinger
		Title: CEO