First Amended and Restated Loan Agreement

FIRST MODIFICATION OF AMENDED AND RESTATED TERM LOAN AGREEMENT AND ASSIGNMENT

This First Modification dated as of (the "Effective Date"), is by and among:

, a Delaware corporation ("DTC"), and , an Ontario corporation ("DTI"; collectively, the "Borrower"), the lenders identified on the signature pages hereto as Existing Lenders (the "Existing Lenders"), the Persons identified on the signature pages hereto as New Lenders (the "New Lenders", and together with the Existing Lenders, the "Lenders") and , as Agent for the Lenders.

W I T N E S S E T H:

WHEREAS, the Borrower has entered into an Amended and Restated Term Loan Agreement, dated as of (the "Term Loan Agreement"); and

WHEREAS, the parties to the Term Loan Agreement have agreed to amend the Term Loan Agreement as provided herein;

WHEREAS, the parties to the Term Loan Agreement and the New Lender have agreed that the New Lender shall become a party to the Term Loan Agreement by way of assignment by (the "Assigning Lender") of its Term Loans;

NOW, THEREFORE, in consideration of the premises and the covenants and agreements hereinafter set forth, the parties hereto agree as follows:

SECTION 1. DEFINED TERMS. Capitalized terms used in this First Modification and not otherwise defined herein, shall have the meanings ascribed to them in the Term Loan Agreement.

SECTION 2. AMENDMENT TO DEFINITIONS. Section 1.1 of the Term Loan Agreement is hereby amended as follows:

(a) The following new definition is added in the alphabetically appropriate place:

"Dollars" and "$" shall mean dollars in lawful currency of the United States of America, unless otherwise specifically provided herein.

(b) The definition of "Term Loan" is hereby amended by deleting the word "7,750,000.08" and inserting the word "$7,500,000" in its place.

SECTION 3. AMENDMENTS TO TERM LOAN PROVISIONS. Section 2.1 (Term Loan) of the Term Loan Agreement is hereby amended as follows:

(a) Section 2.1(a) is hereby amended by deleting and inserting in its place.

(b) Section 2.1(b) is hereby amended by deleting and inserting in its place.

(c) Section 2.1(c) is hereby amended by deleting and inserting in its place.

SECTION 4. AMENDMENTS TO PAYMENT PROVISIONS. Section 3 of the Term Loan Agreement is amended as follows:

(a) Section 3.1 (Payments) is hereby amended by deleting the payment address and inserting:

All payments hereunder shall be made without setoff, deduction, counterclaim or withholding of any kind.

(b) Section 3.3 (Principal Payments) is hereby deleted in its entirety and replaced with the following principal payment schedule:

Borrower shall pay monthly installments of Principal in an amount equal to from through .

SECTION 5. AMENDMENTS TO TAX PROVISIONS. Section 12 (Taxes) of the Term Loan Agreement is hereby deleted in its entirety and replaced with the following:

All payments made by the Borrower under this Agreement, any Notes and any documents relating hereto shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any court, or governmental body, agency or other official, including interest, penalties and liabilities with respect thereto, excluding income taxes of the Lenders or the Agent ("Taxes").

If any such Taxes are required to be withheld from any amounts payable to the Agent or any Lender hereunder or under any Notes or other documents relating thereto, the Borrower shall withhold and remit such Taxes to the relevant authority, increase the amounts payable as necessary, and promptly send the Agent a certified copy of an official receipt showing payment.

SECTION 6. AMENDMENTS TO MISCELLANEOUS PROVISIONS. Section 13 of the Term Loan Agreement is hereby amended as follows:

(a) Section 13.2 (Governing Law; Waiver of Jury Trial) is hereby amended by inserting the following:

(b) A new section 13.3 is inserted following Section 13.2:

13.3 Arbitration.

Notwithstanding the provisions of Section 13.2 to the contrary, any dispute, claim or controversy arising out of, connected with or relating to this Agreement and the other documents executed in connection therewith shall be resolved by binding arbitration.

All arbitration hearings shall be conducted in . A hearing shall begin within days of demand and all hearings shall be concluded within days.

SECTION 7. RATIFICATION: EFFECT ON REVOLVING CREDIT AGREEMENT. The terms and conditions of the Loan Agreements and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed in all respects.

SECTION 8. REPRESENTATIONS AND WARRANTIES. The Borrower represents and agrees that it has no defenses, set-offs, or counterclaims of any kind with respect to the Obligations and that this First Modification has been duly authorized and executed.

SECTION 9. LOAN AGREEMENT REPRESENTATIONS AND WARRANTIES. The Borrower hereby certifies that the representations and warranties contained in the Loan Agreements, as amended herein, continue to be true and correct and that no Event of Default has occurred.

SECTION 10. CONDITIONS PRECEDENT TO EFFECTIVENESS OF MODIFICATION. It shall be a condition precedent to effectiveness that the Borrower shall have complied with each of the following:

(a) Executed Documents.

The Agent shall have received executed originals of this First Modification, Term Notes, and recorded modifications of the Mortgages.

(b) Certificates of Secretaries of the Borrower and Guarantors.

Certificates certifying resolutions and incumbency shall be delivered by the Secretary or Assistant Secretary of each entity.

(c) Certificates of Borrower and Guarantors.

Certificates signed by the Chief Executive Officer and Secretary of such entity shall be delivered.

(d) Opinion of Counsel to the Borrower and Guarantors.

The opinion of counsel dated the Effective Date shall be received.

(e) Modification of Revolving Credit Agreement.

All conditions to the Third Modification of Amended and Restated Revolving Credit Agreement and Assignment shall have been fulfilled.

SECTION 11. ASSIGNMENT AND ASSUMPTION. The Assigning Lender hereby sells and assigns, without recourse, to the New Lender, and the New Lender hereby purchases and assumes, without recourse, from the Assigning Lender, such interests in the Term Loans as shall be necessary to give effect to the reallocations.

SECTION 12. MODIFICATION TO FOREIGN EXCHANGE AGREEMENT. All references to the Term Loan Agreement shall refer to the Term Loan Agreement as modified herein, and the reference to shall be changed to .

SECTION 13. FEES. The Borrower agrees to pay to the Agent a fee in an amount equal to .

SECTION 14. PAYMENT OF EXPENSES. Borrower agrees to pay all fees and expenses of separate legal counsel for the Agent and the Lenders in connection with this First Modification.

SECTION 15. COUNTERPARTS. This First Modification may be executed in any number of counterparts which, when taken together, shall constitute one original.

SECTION 16. GOVERNING LAW; SEVERABILITY. This First Modification shall be governed by the law of the State of Florida.

SECTION 17. WAIVER OF TRIAL BY JURY. Each of the Borrower, the Agent and the Lenders hereby knowingly, voluntarily, irrevocably and intentionally waives the right it may have to a trial by jury in respect to any action, proceeding, counterclaim or other litigation based hereon.

SECTION 18. TITLES. The section titles contained in this First Modification are without substantive meaning or content and are not part of this First Modification.

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

CONSENT

This Consent dated is delivered in connection with the First Modification. Each of the undersigned hereby confirms and agrees that the Guaranty previously executed by it is, and shall continue to be, in full force and effect.