Amendment And Waiver Agreement - PRESIDION CORP - 5-18-2004 by PSDI-Agreements

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									                                                 EXHIBIT 99.15

                              AMENDMENT AND WAIVER AGREEMENT

THIS AMENDMENT AND WAIVER AGREEMENT (this "Agreement"), dated as of May 5, 2004, is entered
into by and among MERCATOR MOMENTUM FUND, L.P., a California limited partnership ("MMF"),
MERCATOR MOMENTUM FUND III, L.P., a California limited partnership ("MMFIII"), MERCATOR
FOCUS FUND, L.P., a California limited partnership ("MFF" and together with MMF and MMFIII, the
"Lenders" and each of them, a "Lender"), MERCATOR ADVISORY GROUP, LLC, as Agent for Lenders
("Agent"), and PRESIDION SOLUTIONS, INC., a Florida corporation ("Company"), and PRESIDION
CORPORATION, formerly known as MediaBus Networks, Inc., a Florida corporation ("Parent" and together
with Company, the "Borrowers" and each, a "Borrower"), as with reference to the following facts:

                                                    RECITALS

A. Borrowers have issued, on a joint and several basis, that certain 6.5% Secured Convertible Debenture due
February 12, 2004 in the original principal amount of $1,560,000 in favor of MFF (as amended from time to
time, the "MFF Debenture").

B. Borrowers have issued, on a joint and several basis, that certain 6.5% Secured Convertible Debenture due
February 12, 2004 in the original principal amount of $240,000 in favor of MMF (as amended from time to time,
the "MMF Debenture").

C. Borrowers have issued, on a joint and several basis, that certain 6.5% Secured Convertible Debenture due
February 12, 2004 in the original principal amount of $200,000 in favor of MMFIII (as amended from time to
time, the "MMFIII Debenture" and together with the MFF Debenture and the MMF Debenture, the
"Debentures").

D. Borrowers have defaulted (such Defaults, the "Existing Defaults"):

(1) under Section 3(a)(ii) of each of the Debentures, by reason of the fact that Parent has failed to file the
Underlying Share Registration Statement with the Commission within sixty days of the Original Issue Date;

(2) under Section 3(a)(viii) of each of the Debentures, by reason of the fact that the Underlying Share
Registration Statement has not been declared effective by the Commission on or prior to the one hundred and
fiftieth day of the Original Issue Date; and,

(3) under Section 3(a)(i) of each of the Debentures, by reason of the fact the principal has not been paid as of the
Maturity Date set forth therein.

E. Borrowers have requested that Agent and Lenders:

                                                         -1-
(1) forbear from exercising their available default rights and remedies under the Debentures and applicable law in
response to the Existing Defaults;

(2) waive the Existing Defaults; and

(3) amend each of the Debentures as set forth below.

F. Agent and Lenders are willing to provide Borrowers with the foregoing accommodations on the terms and
conditions hereinafter set forth.

                                                   AGREEMENT

NOW, THEREFORE, the parties hereby agree as follows:

1. Defined Terms. All initially capitalized terms used in this Agreement (including, without limitation, in the Recitals
hereto) shall have the respective meanings specified in the Debentures.

2. Amendment to Debentures. Each of the Debentures is hereby amended as follows:

(a) by amending and restating Section 3(a)(ii) of such Debenture, in full as follows:

"(ii) the Parent shall fail to file the Underlying Shares Registration Statement with the Commission on or prior to
July 31, 2004,"

(b) by amending and restating Section 3(a)(viii) of such Debenture, in full as follows:

"(viii) an Underlying Shares Registration Statement (as defined in Section 5) shall not have been declared effective
by the Commission (as defined in Section 5) on or prior to July 31, 2004. The Company and the Parent shall
each use their best efforts and all available resources to have the Underlying Shares Registration Statement
declared effective by the Commission on or prior to July 31, 2004,"

(c) by amending and restating all references to the Maturity Date to read as follows:

"July 31, 2004"

3. Waiver. Agent and Lenders hereby waive, on a one-time basis, the Existing Defaults provided that such waiver
shall not constitute a waiver of:

(a) any future breach of Sections 3(a)(ii) or 3(a)(viii) of any of the Debentures; or

(b) any other term, condition, covenant, representation or warranty contained in any Debenture or any future
breach thereof.

                                                          -2-
4. Condition Precedent. The effectiveness of this Agreement shall be subject to the prior satisfaction of each of
the following conditions:

(a) Agreement. Agent shall have received this Agreement, duly executed by each of the Lenders and the
Borrowers.

(b) Registration Rights Agreement. The Parent shall have executed and delivered to Lenders a Registration Rights
Agreement, in the form attached hereto as Exhibit "A".

(c) Consent and Amendment Agreement of Guarantors. Each of the Company, Craig A. Vanderburg, John W.
Burcham II and James E. Baiers (the "Guarantors") shall have executed the Consent and Amendment Agreement
of Guarantors in the form attached hereto as Exhibit "B".

(d) Waiver and Amendment Fee. Borrowers shall have paid the Waiver and Amendment Fee to Agent in
immediately available funds.

5. Waiver and Amendment Fee. In consideration of Agent's and Lenders' agreement to enter into this Agreement
and provide Borrowers with the accommodations provided hereunder Borrowers shall, concurrent with the
execution of this Agreement, pay to the Agent on behalf of the Lenders a monthly fee, payable on the first of each
calendar month commencing January 1, 2004 and continuing thru July 1, 2004 in the amount of $8,572.00 per
month (the "Waiver and Amendment Fee") which shall be fully-earned when paid and nonrefundable. The amount
of the Waiver and Amendment Fee accrued as of the date of this Agreement, $42,860.00, shall be due and
payable immediately.

6. Redemption of Debentures. Borrowers shall immediately tender to Lenders a redemption payment with
respect to the Debentures in an amount (a "Redemption Amount") equal to 50% of the net cash proceeds (after
deduction of all reasonable transactional expenses) received by the Borrowers from each offering of their debt or
equity securities, or from any loan transaction, following the date of this Agreement; provided that the
Redemption Amount shall not exceed the redemption price of the then outstanding Debentures. The redemption
price shall be 115% of the principal amount redeemed plus accrued interest. Subject to the Lenders' acceptance
of any such tender, if the Redemption Amount equals or exceeds the redemption price of the then outstanding
Debentures, then all of the Debentures shall be redeemed, while if the Redemption Amount is less than the
redemption price for the then outstanding Debentures, then the Debentures shall be partially redeemed. All
redemption payments shall be allocated ratably among the Debentures. The Borrowers' failure to immediately
tender such a redemption payment with respect to the Debentures in accordance with the terms hereof shall
constitute an Event of Default under each of the Debentures. Notwithstanding the foregoing, the Lenders may (in
their sole and absolute discretion) refuse to accept any such tendered redemption payment. If the Lenders so
refuse, the Debentures shall not be redeemed and will remain outstanding.

                                                        -3-
7. Reimbursement of Expenses. Borrowers shall be obligated, jointly and severally, to reimburse Agent and
Lenders for any and all legal fees (including the reasonable legal fees of Agent and Lenders' outside counsel) and
other expenses which are incurred by them in connection with the approval, documentation, negotiation and
implementation of this Agreement or in connection with the Existing Defaults within 5 days of receiving demand
therefor. The Borrowers' failure to timely reimburse such fees shall constitute an Event of Default under each of
the Debentures.

8. Release. In consideration of the execution and delivery of this Agreement, and the forbearances and waivers
requested of the Lenders, each Borrower hereby releases, remises and forever discharges Agent and Lenders,
and each of them, and their respective officers, directors, employees, agents, affiliates and attorneys, without
conditions precedent to effectiveness, from all actions and causes of action heretofore arising out of or related to
the Debentures or any document, instrument or agreement executed in connection therewith or relating thereto, or
the relationship of any Borrower to Agent or any Lender, in each case whether known or unknown to any
Borrower as of the date hereof. Each Borrower acknowledges that it has been advised by legal counsel, to the
extent that it has seen fit, and is familiar with and waives the provision of California Civil Code Section 1542,
which provides as follows:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH
THE DEBTOR."

9. No Other Amendments; Reaffirmation of Debentures; No Defenses. Except as expressly amended hereby, the
Debentures shall remain unaltered and in full force and effect. Each Borrower hereby reaffirms the Debentures
and its obligations to Lenders thereunder. Each Borrower represents and warrants to Agent and Lenders that
there are no outstanding Events of Default under any Debenture other than the Existing Defaults. Borrower
acknowledges that Agent and Lenders have fully complied with their obligations under the Debentures and that
Borrowers have no defenses to the validity, enforceability or binding effect of any of the Debentures.

10. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute an
original, and all of which, taken together, shall constitute but one and the same agreement.

11. Recitals. Each Borrower acknowledges and agrees that the Recitals set forth above are true and correct and
are incorporated by reference herein.

12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State
of California, without giving effect to conflicts of laws thereof.

13. Facsimile Transmission. Facsimile transmission of a signed original of this Amendment or retransmission of
any signed facsimile transmission will be deemed the

                                                        -4-
same as delivery of an original. At the request of any other party hereto, each of the undersigned will confirm
facsimile transmission by signing a duplicate original document.

IN WITNESS WHEREOF, the parties have executed this Amendment by their respective duly authorized
officers as of the date first above written.

                                                    AGENT:

                                MERCATOR ADVISORY GROUP, LLC, as
                                        Agent for Lenders

                                    By:____________________________
                                    Name:__________________________
                                    Title:___________________________

                                                   LENDERS:

                                 MERCATOR MOMENTUM FUND, L.P.

                                    By:____________________________
                                    Name:__________________________
                                    Title:___________________________

                               MERCATOR MOMENTUM FUND III, L.P.

                                    By:____________________________
                                    Name:__________________________
                                    Title:___________________________

                                      MERCATOR FOCUS FUND, L.P.

                                    By:____________________________
                                    Name:__________________________
                                    Title:___________________________

                                     (Signatures continued on following page)

                                                        -5-
         BORROWERS:

  PRESIDION CORPORATION,
      a Florida corporation

By:____________________________
Name:__________________________
Title:___________________________

 PRESIDION SOLUTIONS, INC.,
      a Florida corporation

By:____________________________
Name:__________________________
Title:___________________________

               -6-
         EXHIBIT "A"

REGISTRATION RIGHTS AGREEMENT

             -7-
                                                  EXHIBIT "B"

                 CONSENT AND AMENDMENT AGREEMENT OF GUARANTORS

This Consent and Amendment Agreement of Guarantors (this "Agreement") is made as of May 5, 2004, by each
of the undersigned (collectively, the "Guarantors" and each, a "Guarantor"), in favor of MERCATOR
MOMENTUM FUND, L.P., a California limited partnership ("MMF"), MERCATOR MOMENTUM FUND
III, L.P., a California limited partnership ("MMFIII"), MERCATOR FOCUS FUND, L.P., a California limited
partnership ("MFF" and together with MMF and MMFIII, the "Lenders" and each of them, a "Lender") and
MERCATOR ADVISORY GROUP, LLC, as Agent for Lenders ("Agent").

                                                    RECITALS

A. Each Guarantor has executed a Payment Guaranty, dated as of February 11, 2003 (each, a "Guaranty" and
collectively, the "Guaranties"), pursuant to which such Guarantor unconditionally guaranteed to Agent, for the
benefit of the Lenders, the full payment of the Loan. All initially capitalized terms used in this Agreement but not
defined shall have the respective meanings set forth in the Guaranties.

B. Concurrently herewith Borrowers are entering into an Amendment and Waiver Agreement dated the date
hereof with Agent and Lenders (the "Amendment"), pursuant to which Agent and Lenders have agreed to waive
the Existing Defaults (as defined in the Amendment) and to amend certain provisions of the Loan Documents, all
as more fully set forth in the Amendment.

C. Guarantors are entering into this Agreement to induce the Lenders to enter into the Amendment.

                                                  AGREEMENT

NOW, THEREFORE, Guarantors, Agent and Lenders agree as follows:

1. Amendments to Guaranties. Each Guaranty is hereby amended as follows:

(a) Mercator Momentum Fund III, L.P., a California limited partnership shall be a party to and a "Lender" under
each Guaranty. For greater certainty, the term "Lenders" shall mean, collectively, Mercator Momentum Fund,
L.P., a California limited partnership, Mercator Momentum Fund III, L.P., a California limited partnership, and
Mercator Focus Fund, L.P., a California limited partnership and the term "Lender" shall mean any of them.

(b) Recital "A" to each Guaranty is hereby amended and restated in full as follows:

"A. Guarantor is executing this Guaranty to induce Lenders to make three separate loans (defined, together in
Section 2 as the "Loan") to Presidion Corporation, formerly known as MediaBus Networks, Inc., a Florida
corporation, and Presidion Solutions, Inc., a Florida corporation (each a

                                                         -8-
"Borrower" and together, "Borrowers"), in the aggregate principal amount of Two Million Dollars
($2,000,000.00)."

2. Reaffirmation of Guaranties. Each Guarantor hereby:

(a) ratifies and reaffirms all provisions, terms, covenants, and waivers set forth in its respective Guaranty, as
amended hereby as of the date hereof; and

(b) agrees that its respective Guaranty, as amended hereby, constitutes a valid, binding obligation of such
Guarantor, enforceable according to its terms, for which there is no offset, counterclaim, dispute, or defense of
any kind or nature.

3. Consent to Amendment. Each Guarantor hereby acknowledges it has received copies of, and consents to, the
Amendment and the documents, instruments and agreements executed in connection therewith and agrees that its
respective Guaranty shall remain in full force and effect, without waiver or modification (except as amended
hereby), notwithstanding the execution and performance of the Amendment and the documents, instruments and
agreements executed in connection therewith. Each Guarantor hereby agrees that the execution of this Agreement
is not necessary for the continued validity and enforceability of its respective Guaranty, but it is executed to
induce the Lenders to enter into the Amendment.

4. Facsimile Transmission. Facsimile transmission of a signed original of this Agreement or retransmission of any
signed facsimile transmission will be deemed the same as delivery of an original. At the request of the Lenders, or
any of them, each of the undersigned will confirm facsimile transmission by signing a duplicate original document.

                                       PRESIDION SOLUTIONS, INC.,
                                            a Florida corporation

                                     By:____________________________
                                     Name:__________________________
                                      Title:_________________________


                                           CRAIG A. VANDERBURG

                                      (Signatures continued on following page)

                                                          -9-
JOHN W. BURCHAM II


 JAMES E. BAIERS

       -10-
                                              EXHIBIT 99.16
                                        ASSIGNMENT AGREEMENT

This Agreement dated this 13th day of June 2002, is between BST Group, Inc., a Florida corporation
("Assignor"), whose principal place of business is 4960 S.W. 72nd Ave., Miami, FL 33155 and Presidion
Solutions IV Inc. ("Assignee"), whose principal place of business is 5825 US Highway 27, North, Sebring, FL
33870.

                                                 WITNESSETH

WHEREAS, Assignor is a duly authorized and licensed Professional Employer Organization formed pursuant to
the laws of the State of Florida and authorized and admitted in the State of Florida to offer Professional Employer
Organization (employee leasing) services.

WHEREAS, Assignee is a duly authorized and licensed Professional Employer Organization formed pursuant to
the laws of the State of Florida and authorized and admitted in the State of Florida to offer Professional Employer
Organization (employee leasing) services.

WHEREAS, Assignor and Assignee have agreed that Assignor will assign to Assignee all of Assignor's Client
Service Agreements/Subscriber Agreements listed on Exhibit A, including all of Assignor's right, title, and interest
to these Client Service Agreements/Subscriber's Agreements, but no liabilities, on the terms and conditions of this
Assignment Agreement:

NOW THEREFORE, in consideration of the Assignee's agreement to pay Assignor the payments required by
the Payment Schedule attached hereto, and other good and valuable consideration furnished by Assignee to
Assignor, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee, intending to be
legally bound, do hereby covenant and agree as follows:

SECTION 1. ASSIGNMENT:

1.1 Assignor hereby irrevocably assigns, transfers, and conveys to Assignee, all of the Client Service
Agreements/Subscriber Agreements set forth on Exhibit A ("the Assigned Agreements"), including all of
Assignor's right, title and interest in the Client Service Agreements/Subscriber Agreements. No liabilities are
assigned to Assignee. The Assigned Agreements set forth on Exhibit A reflect contracts that have no known
notice of termination from either any client of Assignor or from Assignor to any client.
1.2 If Assignor assigns to Assignee any additional Client Service Agreements/Subscriber Agreements, those
agreements shall also be assigned subject to all terms and conditions of this Assignment Agreement.

SECTION 2. SERVICES:

2.1 Assignee shall commence servicing the Assigned Agreements on June 14, 2002.

2.2 Assignee shall at all times comply with the laws of the State of Florida or any jurisdiction in which the Clients
subject to the Assigned Agreement have employees.

SECTION 3. INDEMNIFICATIONS:

3.1 Assignor hereby unconditionally indemnifies, holds harmless, protects and defends Assignee (including
Assignee's successors and assigns), and all of their respective subsidiary, affiliated, related, and parent
companies, their respective shareholders, employees, attorneys, officers, directors, agents and representatives (all
indemnified parties referred to as "Assignee Indemnified Parties") from and against any and all claims, demands,
damages (including liquidated, punitive and compensatory), injuries, deaths, actions and causes of actions, costs
and expenses (including attorney's fees and expenses at all levels of proceedings), losses and liabilities of
whatever nature (including liability to third parties), and all other consequences of any sort, without limit, that may
be asserted or brought against any Assignee Indemnified Party which is in any way related to any act or omission
by Assignor, or by any Assignor employee or independent contractor concerning the Assigned Agreements
which pertain to matters which occurred prior to the effective date of this Agreement. This indemnification shall
also be applicable to any other act or omission by Assignor, or by any Assignor employee or independent
contractor and to any other act or omission by or under the direction of Assignor or Assignor's employees or
contractors, including without limitation, any violation of any local, state and/or federal law, regulation, ordinance,
directive or rule whatsoever. For purposes of this indemnification provision "act or omission" includes any
intentional, negligent, fraudulent, or criminal act or omission, or the misappropriation of any funds.

3.2 Assignee hereby unconditionally indemnifies, holds harmless, protects and defends Assignor (including
Assignor's successors and assigns), and all of their respective subsidiary, affiliated, related, and parent
companies, their respective shareholders, employees, attorneys, officers, directors, agents and representatives (all
indemnified parties referred to as "Assignor Indemnified Parties") from and against any and all claims, demands,
damages (including liquidated, punitive and compensatory), injuries, deaths, actions and causes of
actions, costs and expenses (including attorney's fees and expenses at all levels of proceedings), losses and
liabilities of whatever nature (including liability to third parties), and all other consequences of any sort, without
limit, that may be asserted or brought against any Assignor Indemnified Party which is in any way related to any
act or omission by Assignee, or by any Assignee employee or independent contractor (other than Assignor),
concerning the Assigned Agreements which pertain to matters which occurred after the effective date of this
assignment. This indemnification shall also be applicable to the performance of any service by Assignee which is
required to be performed under this Agreement and to any other act or omission by Assignee, or by any
Assignee employee or independent contractor and to any other act or omission by or under the direction of
Assignee or Assignee's employees or contractors (excluding Assignor), including without limitation, any violation
of any local, state and/or federal law, regulation, ordinance, directive or rule whatsoever. For purposes of this
indemnification provision "act or omission" includes any intentional, negligent, fraudulent, or criminal act or
omission, or the misappropriation of any funds.

SECTION 4. GENERAL PROVISIONS:

4.1. All Assignee's records pertaining to the Assigned Agreements shall be subject to inspection and audit at any
reasonable time by the Assignor's representative subject to Assignor and its representative signing an appropriate
confidentiality agreement.

4.2 If any particular provision of this Assignment Agreement shall be in conflict with the laws of the State of
Florida, such law shall have control and this Agreement shall be deemed so amended; however, in all other
respects, the remaining terms of this Agreement shall not be affected.

4.3 This Assignment Agreement shall be binding upon and inure to the benefit of the parties hereto, their
successors and assigns.

4.4. The Assignor shall not be construed in any way as having any ownership, control, or holding stock in
Assignee or any related company.

4.5. Assignor acknowledges that it has not been induced to enter into this Agreement by any representation or
warranty not set forth in this Agreement including but not limited to any statement made by any officer or agent of
Assignee.

4.6 Assignor acknowledges that Assignee shall not be liable for any liabilities of Assignor that occurred prior to
the effective date of the assignment of the Assigned Agreements. In addition, Assignor acknowledges that
Assignee shall not be liable for any loss of business, goodwill, profits, or other damages, incurred by Assignor as
a result of any decision by Assignee, or by any client or
potential client of Assignee, to not enter into, or to cease any business relationship.

4.7. The captions and headings throughout this Agreement are for convenience and reference. The words of the
captions and headings should in no way be held or deemed to define, describe or explain, modify or limit the
meaning of any provision, or the scope or intent of this Agreement.

4.8 No rights of any third party (including any employee or independent contractor of Assignor) are created by
this Agreement and no person not a party to this Agreement may rely on any aspect of this Agreement
notwithstanding any representation, written or oral, to the contrary.

4.9 Assignee makes no warranty as to the level of service it will provide to any client supplied by Assignor.
Assignee shall not be responsible for any loss of compensation on the part of Assignor due to the termination of
any client's relationship with Assignee.

4.10 No remedy herein, conferred upon any party is intended to be exclusive of any other remedy, and each and
every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any
right, power or remedy hereunder shall preclude any other or further exercise thereof.

4.11 Assignee reserves the right, in its sole discretion, to terminate any of the Assigned Agreements, at any time.

4.12 This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and
assigns.

4.13. This Agreement replaces and supersedes all prior agreements, written or oral, which may have existed
between the Assignor and Assignee. No premises, statements or representations whether written or oral, not
included within the "four corners" of this Agreement, and including Exhibit A, shall be binding or otherwise a part
of this Agreement, other than that document entitled "Commission Schedule" signed by the Parties hereto and
dated July 26, 2002. This Agreement and Exhibit A, along with the aforementioned "Commission Schedule"
Agreement constitute the full and complete agreement of the Parties.

4.14 This Agreement shall be governed by and construed in accordance with the laws of the State of Florida
both as to interpretation and performance (excluding its choice of law provisions if such law would result in the
application of the law of a jurisdiction other than Florida) and venue shall be in the applicable court in Highlands
County, Florida.
                                EXECUTED this 13th day of June 2002.

BST GROUP, INC.


John W. Burcham II, President

PRESIDION SOLUTIONS IV INC.


Craig A. Vanderburg, President I
                                               EXHIBIT 99.17

                                          PAYMENT SCHEDULE

In consideration for BST Group, Inc. ("BST") entering into the attached Assignment Agreement with Presidion
Solutions IV, Inc. ("Presidion") effective as of June 14, 2002, Presidion agrees to pay BST one percent (1%) of
the Monthly Gross Payroll collected for the Client Service/Subscriber Agreements attached to said Assignment
Agreement for a period of thirty-six (36) months beginning October 1, 2002. Said commissions shall be paid on
the twentieth (20th) day of the month following the end of the prior month in which the Gross Payroll was
collected.

								
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