First Amendment to Loan & Security Agreement Dated September 30, 2003

This First Amendment to Loan and Security Agreement (this “Amendment”) is made and entered into as of this 30th day of September, 2003 (hereinafter, the “Closing Date”), by and between GREAT LAKES CAPITAL ACCEPTANCE LLC, an Illinois limited liability company located at 27 East Monroe Street, Suite 700, Chicago, Illinois 60603 (as such, together with its successors and permitted assigns, “Borrower”), and TEXTRON FINANCIAL CORPORATION, a Delaware corporation located at 130 East Chestnut Street, Suite 400, Columbus, Ohio 43215 (“Lender”).

A. As of December 11, 2002, Borrower, Lender and Great Lakes Capital Funding I, LLC (“Funding”) entered into a certain Loan and Security Agreement (as amended, modified or supplemented from time to time, the “Loan Agreement”), setting forth the terms of certain extensions of credit to Borrower and Funding; and

B. As of December 11, 2002, Borrower and Funding executed and delivered to Lender, inter alia, a promissory note in the original principal sum of Seven Million Dollars ($7,000,000) (the “Note”); and

C. In connection with the Loan Agreement and the Note, Borrower executed and delivered, or cause to be executed and delivered, to Lender certain other loan documents, including, without limitation, guaranty agreements, a blocked account agreement, assignments, security agreements, instruments and financing statements in connection with the indebtedness referred to in the Loan Agreement (all of the foregoing, together with the Note and the Loan Agreement, are hereinafter collectively referred to as the “Loan Documents”); and

D. As of August 7, 2003, Borrower, Lender and Funding executed a certain Consent Agreement, whereby Lender consented to the dissolution of Funding; and

E. Borrower and Lender desire to (i) increase the line of credit under the Loan Agreement up to Twelve Million Dollars ($12,000,000) and (ii) make certain other modifications to the Loan Documents, all upon terms and conditions as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and promises contained herein, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto for themselves and their successors and assigns do hereby agree, represent and warrant as follows:

1. Definitions. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

2. Amendments to Loan Agreement. The Loan Agreement shall be amended as follows:

a. The definition of “Base Rate Margin” shall be amended to state in its entirety as follows:

b. The definition of “Borrower” shall be amended to state in its entirety as follows:

“Borrower” means in the singular and in the plural, GLCA and its successors and assigns.

c. The definition of “Revolving Credit Maximum Amount” shall be amended to state in its entirety as follows:

“Revolving Credit Maximum Amount” means at any particular time, the lesser of (i) $12,000,000 and (ii) the Borrowing Base of the Borrower.

d. The first paragraph of Section 2 shall be amended to state in its entirety as follows:

Lender, subject to the terms and conditions hereof, will extend credit to the Borrower based on the Borrower’s Borrowing Base up to the aggregate sum of $12,000,000 (the “Loan”). The Borrower unconditionally promises to pay when due the principal amount of the Loan, all unpaid interest accrued thereon and all other Obligations incurred by it, in accordance with the terms of this Agreement and the other Loan Documents.

f. Paragraph A of Section 7.21 shall be amended to state in its entirety as follows:

The Borrower agrees to maintain at all times an Adjusted Tangible Net Worth of not less than $2,000,000, plus the aggregate amount of the gross proceeds the Borrower receives on or after the Closing Date from the issuance of (a) any capital stock or any other additions to the equity of Borrower and (b) any Subordinated Debt. For purposes of clarification, the amount of the gross proceeds received in respect of all Subordinated Debt includes, without

limitation, all amounts accrued as payments in kind or original issue discount. Also, the amount of gross proceeds received shall not be reduced by any payments on Subordinated Debt, regardless of whether payments are permitted under this Agreement.

g. Paragraph B of Section 7.21 shall be amended to state in its entirety as follows:

Borrower agrees to maintain: (a) at all times a ratio of current assets to current liabilities of not less than 1.40 to 1.00. For the purpose of the calculation of the ratio in this paragraph, all Obligations of the Borrower under the Loan Agreement are and will be classified as “short-term” liabilities. For the purpose of the calculation of the ratio in this paragraph, each Financial Asset will be classified as a “short-term” asset and calculated at the lowest of (i) its Loan Basis or (ii) cost under GAAP or (iii) market under GAAP.

3. Conditions of Effectiveness. This Amendment shall become effective as of the Closing Date, upon satisfaction of all of the following conditions precedent:

(a) Lender shall have received two (2) duly executed copies of this Amendment and such other certificates, instruments, documents, agreements, and opinions of counsel as may be required by Lender, each of which shall be in form and substance satisfactory to Lender and its counsel;

(b) Lender shall have received the nonrefundable fee described in Section 2.e. hereof in the amount of $15,000.00.

(d) Borrower shall execute and deliver to Lender the promissory note attached hereto as Exhibit A, which shall replace the Note.

(e) Borrower shall cause the Guarantors to execute and deliver to Lender the guaranty agreements attached hereto as Exhibit B.

(a) after giving effect to this Amendment (i) each and every one of the representations and warranties made by or on behalf of Borrower in the Loan Agreement or the Loan Documents is true and correct in all respects on and as of the date hereof, except to the extent that any of such representations and warranties related, by the expressed terms thereof, solely to a date prior hereto; (ii) Borrower has duly and properly performed, complied with and observed each of its covenants, agreements and obligations contained in the Loan Agreement and Loan Documents; and (iii) no event has occurred or is continuing, and no condition exists which would constitute an Event of Default;

(b) Borrower has legal power and authority to execute and deliver this Amendment;

(c) the officer executing this Amendment on behalf of Borrower has been duly authorized to execute and deliver the same and bind Borrower with respect to the provisions provided for herein;

(d) the execution and delivery hereof by Borrower and the performance and observance by Borrower of the provisions hereof do not violate or conflict with the articles of incorporation, regulations, articles of organization, by-laws or other organizational documents of Borrower or any law applicable to Borrower or result in the breach of any provision of or constitute a default under any agreement, instrument or document binding upon or enforceable against Borrower; and

(e) this Amendment constitutes a valid and legally binding obligation upon Borrower in every respect.

(a) Upon the effectiveness of this Amendment, each reference in the Loan Agreement to “Loan and Security Agreement,” “Loan Agreement,” “Agreement,” the prefix “herein,” “hereof,” or words of similar import, and each reference in the Loan Documents to the Loan Agreement, shall mean and be a reference to the Loan Agreement as amended hereby.

(b) Except as modified herein or in the exhibits attached hereto, all of the representations, warranties, terms, covenants and conditions of the Loan Agreement, the Loan Documents and all other agreements executed in connection therewith shall remain as written originally and in full force and effect in accordance with their respective terms, and nothing herein shall affect, modify, limit or impair any of the rights and powers which Lender may have thereunder. The amendment set forth herein shall be limited precisely as provided for herein, and shall not be deemed to be a waiver of, amendment of, consent to or modification of any of Lender’s rights under or of any other term or provisions of the Loan Agreement, any Loan Document, or other agreement executed in connection therewith, or of any term or provision of any other instrument referred to therein or herein or of any transaction or future action on the part of Borrower which would require the consent of Lender, including, without limitation, waivers of Events of Default which may exist after giving effect hereto. Borrower ratifies and confirms each term, provision, condition and covenant set forth in the Loan Agreement and the Loan Documents and acknowledges that the agreements set forth therein continue to be legal, valid and binding agreements, and enforceable in accordance with their respective terms.

6. Release and Waiver. Each of the Borrower and the Guarantors hereby releases, waives, extinguishes, forever discharges and covenants not to sue Lender from and with respect to any and all actions, causes of action, suits, debts, obligations, agreements, dues, sums of money, accounts, reckonings, bonds, bills, specialties, loans, invoices, covenants, contracts, controversies, promises, variances, trespasses, claims, damages, demands, judgments, executions, decrees, discrimination suits or charges, costs and attorneys’ fees, whatsoever, in law, admiralty, equity, arbitration or otherwise, whether known or unknown, accrued or unaccrued, matured or not matured, that it ever had, now has or hereafter can, shall or may have, as of the date of this Amendment. The matters released, waived, extinguished and discharged hereby include any and all claims for attorneys’ fees, any and all contract, tort or common law claims; and any and all claims under any federal, state or local statute, ordinance or regulation or under any federal, state or local common law.

7. Counterparts. This Amendment may be executed in two or more counterparts, each of which, when so executed and delivered, shall be an original, but all of which together shall constitute one and the same document. Separate counterparts may be executed with the same effect as if all parties had executed the same counterparts.

8. Costs and Expenses. Borrower agrees to pay on demand in accordance with the terms of the Loan Agreement all costs and expenses of Lender in connection with the preparation, reproduction, execution and delivery of this Amendment and all other loan documents entered into in connection herewith, including the reasonable fees and out-of-pocket expenses of Lender’s counsel with respect thereto.

9. Governing Law. This Amendment shall be governed by and construed in accordance with the law of the State of Ohio.

IN WITNESS WHEREOF, this Agreement has been duly executed as of the date first above written.

The undersigned, being guarantors of Borrower’s indebtedness to Lender pursuant to their respective guaranty agreements with Lender, hereby consent and agree to be bound by the terms, conditions and execution of the above Amendment and hereby further agree that their respective obligations shall be as provided in the guaranty agreement that the undersigned execute on or around even date hereof.

Great Lakes Capital Investments, Inc.

By:		/s/ George Luburich, II

Name:		George Luburich, II
Its:		President

/s/ George Luburich, II

George Luburich, II, personally

FOR VALUE RECEIVED, the undersigned promises to pay to the order of TEXTRON FINANCIAL CORPORATION (hereinafter called the “Lender,” which term shall include any holder hereof), at such place as the Lender may designate or, in the absence of such designation, at the Lender’s office located at 130 East Chestnut Street, Suite 400, Columbus, Ohio 43215, the sum of Twelve Million Dollars ($12,000,000), or so much thereof as shall have been advanced by the Lender at any time and not thereafter repaid (hereinafter referred to as “Principal Sum”), together with interest as set forth in the Loan Agreement (as defined below) and payable at the time and in the manner set forth in the Loan Agreement. The proceeds of the loan evidenced hereby may be advanced, repaid and readvanced in partial amounts during the term of this revolving note (this “Note”) and prior to maturity. Each such advance shall be made to the undersigned upon receipt by the Lender of the application by the undersigned therefor and disbursement instructions, which shall be in such form as the Lender shall from time to time prescribe. The Lender shall be entitled to rely on any oral or telephonic communication requesting an advance or providing disbursement instructions hereunder, which shall be received by it in good faith from anyone reasonably believed by the Lender to be the undersigned, or the authorized agent of the undersigned. The undersigned agrees that all advances made by the Lender will be evidenced by entries made by the Lender into its electronic data processing system and/or internal memoranda maintained by the Lender. The undersigned further agrees that the sum or sums shown on the most recent printout from the Lender’s electronic data processing system and/or on such memoranda shall be rebuttably presumptive evidence of the amount of the Principal Sum and of the amount of any accrued interest.

This Note is executed and the advances contemplated hereunder are to be made pursuant to a Loan and Security Agreement by and between the undersigned, Great Lakes Funding I, LLC, and the Lender dated December 11, 2002, and all amendments, modifications, and supplements thereto from time to time (hereinafter called the “Loan Agreement”), and all the covenants, representations, agreements, terms, and conditions contained therein, including but not limited to additional conditions of default, are incorporated herein as if fully rewritten. Terms defined in the Loan Agreement and not otherwise defined herein are used herein with the meanings ascribed to such terms in the Loan Agreement.

Interest will accrue on the unpaid balance of the Principal Sum at the rate set forth in the Loan Agreement. In addition, upon the occurrence of an Event of Default, interest will accrue on the unpaid balance of the Principal Sum at the Default Rate.

The Principal Sum shall be due and payable on the Revolving Loan Maturity Date, and at maturity, whether by acceleration or otherwise. Accrued interest shall be due and payable as set forth in the Loan Agreement.

Any installment or other payment not made within 10 days of the date such payment or installment is due shall be subject to a late charge equal to 5% of the amount of the installment or payment.

This Note is secured by the security interests, assignments, and mortgages granted or referenced in the Loan Agreement.

(a) the undersigned fail to make any payment of interest or of the Principal Sum on or before the date such payment is due;

then the Lender may, at its option, without notice or demand, accelerate the maturity of the obligations evidenced hereby, which obligations shall become immediately due and payable. In the event the Lender shall institute any action for the enforcement or collection of the obligations evidenced hereby, the undersigned agree to pay all costs and expenses of such action, including reasonable attorneys’ fees, to the extent permitted by law.

The undersigned, and any indorser, surety, or guarantor, hereby jointly and severally waive presentment, notice of dishonor, protest, notice of protest, and diligence in bringing suit against any party hereto, waive the defenses of impairment of collateral for the obligation evidenced hereby, impairment of a person against whom the Lender has any right of recourse, and any defenses of any accommodation maker and consent that without discharging any of them, the time of payment and any other provision of this Note may be extended or modified an unlimited number of times before or after maturity without notice to the undersigned. The undersigned agrees that it will pay the obligations evidenced hereby, irrespective of any action or lack of action on the Lender’s part in connection with the acquisition, perfection, possession, enforcement, disposition, or modification of all the obligations evidenced hereby or any and all

security therefor, and no omission or delay on the Lender’s part in exercising any right against, or taking any action to collect from or pursue the Lender’s remedies against any party hereto will release, discharge, or modify the duties of the undersigned to make payments hereunder. The undersigned agrees that the Lender, without notice to or further consent from the undersigned, may release or modify any collateral, security, document or other guaranties now held or hereafter acquired, or substitute other collateral, security or other guaranties, and no such action will release, discharge or modify the duties of the undersigned hereunder. The undersigned agrees that the Lender will not be required to pursue or exhaust any of its rights or remedies against the undersigned or any guarantors of the obligations evidenced hereby with respect to the payment of any said obligations, or to pursue, exhaust or preserve any of the Lender’s rights or remedies with respect to any collateral, security or other guaranties given to secure said obligations. The undersigned waives any claim or other right which it might now have or hereafter acquire against any other person or entity that is primarily or contingently liable on the obligations that arise from the existence or performance of the undersigned’s obligations under this Note, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, or any right to participate in any claim or remedy of the Lender or any collateral security which the Lender now has or hereafter acquires, whether such claim, remedy or right arises in equity, under contact or statute, at common law, or otherwise.

The obligations evidenced hereby may from time to time be evidenced by another note or notes given in substitution, renewal or extension hereof. Any security interest or mortgage which secures the obligations evidenced hereby shall remain in full force and effect notwithstanding any such substitution, renewal, or extension.

The captions used herein are for references only and shall not be deemed a part of this Note. If any of the terms or provisions of this Note shall be deemed unenforceable, the enforceability of the remaining terms and provisions shall not be affected. This Note shall be governed by and construed in accordance with the law of the State of Ohio.

THE UNDERSIGNED HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (1) ARISING UNDER THIS NOTE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE UNDERSIGNED OR THE LENDER, OR ANY OF THEM, WITH RESPECT TO THIS NOTE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, 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; AND THE UNDERSIGNED HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT THE UNDERSIGNED OR THE LENDER MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY

COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE UNDERSIGNED TO THE WAIVER OF THE RIGHT OF THE UNDERSIGNED TO TRIAL BY JURY.

BORROWER:		LENDER:

Great Lakes Capital Acceptance LLC		Textron Financial Corporation

By:	/s/ George Luburich, II	By:
Name:		Name:
Title:		Title: