SECOND AMENDMENT TO MASTER FACTORING AGREEMENT
This Second Amendment to that Master Factoring Agreement dated February 15th, 2005 between Rockland
Credit Finance, LLC ("Rockland") and Plangraphics, Inc. ("Plangraphics") is entered into this 26th day of
November, 2008 ("Effective Date").
Whereas, the parties entered into the Master Factoring Agreement as amended by that fully executed First
Amendment dated January 9, 2006 ("First Amendment") and by further Addendum dated March 6, 2006
(collectively, the "MFA") which is effective and in full force, and
Whereas, the parties wish to extend the term of the MFA and modify certain other terms and conditions therein.
Therefore, for valuable consideration the sufficiency of which is hereby affirmed, the parties, wishing to be legally
bound, agree to the following terms and conditions.
1. From the Effective Date hereof and thereafter,
a. Section 2.4 of the MFA as amended by Section 1(b) of the First Amendment (the Guaranteed Monthly
Volume) and as further agreed from time to time by the parties, is hereby stricken and of no further force of
2. Notwithstanding anything to the contrary contained in Section 8.1 of the Master Factoring Agreement as
amended by Section 2 of the First Amendment and as further agreed from time to time by the parties, the Term
of the MFA is hereby extended to September 30, 2009, all other terms and conditions of Section 8.1 of the
Agreement remaining unchanged.
3. The terms of this Amendment are incorporated in the MFA by cross-reference. A default or breach of any
term hereunder by you or your failure to timely and properly observe, keep or perform any term, covenant,
agreement or condition hereunder shall be a default under the MFA as previously amended.
4. This Amendment and the MFA contain the entire agreement of the parties hereto with respect to the matters
contemplated hereby, and supercede any and all other agreements, statements, or promises made by any party,
or by any emp