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Forbearance Agreement - PRESIDION CORP - 11-22-2004

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					                                                   Exhibit 10.3

                                      FORBEARANCE AGREEMENT

This Second Forbearance Agreement (the "Agreement") is made and entered into effective as of the 5th day of
October, 2004, by and between Presidion Solutions, Inc. (formerly known as Affinity Business Services, Inc.)
("PSI"), and ABS IV, Inc (formerly known as Amfinity Business Solutions, Inc.), Paradyme, Inc. (formerly
known as Amfinity H.R. Solutions, Inc.), and Paradyme National Insurance Brokers, Inc., (together, the
"Paradyme Parties"). Presidion Corporation ("Presidion"), James E. Baiers, Craig A. Vanderburg, and John W.
Burcham, II (together the "Guarantors", and together with the Paradyme Parties and Presidion, the "Presidion
Parties"), and Kenneth A. Hendricks and Diane M. Hendricks (together, the "Lenders").

WHEREAS, PSI as the buyer and Diane M. Hendricks, Kenneth A. Hendricks, Karl W. Leo, and Jeffrey W.
Stentz ("the Amcap Parties") as the sellers were parties to a Stock Purchase Agreement with an Effective Date of
January 1, 2002 (the "SPA");

WHEREAS, the Presidion Parties, Amfinity Capital, L.L.C. ("Amcap") and the Amcap Parties are parties to
Release and Settlement Agreements with Effective Dates of April 30, 2002, January 15, 2003 and April 15,
2003 (the "R&SAs");

WHEREAS, PSI and the Lenders are parties to a Third Replacement Promissory Note dated April 15, 2003
(the "Note");

WHEREAS, PSI is in default under the Note for one or more of the reasons set forth in the default letter dated
May 14, 2004, from the Lenders' counsel Karl W. Leo to PSI and the default letter dated September 28, 2004,
from the Lenders' counsel Todd W. Burkett to PSI and that each allege certain defaults by PSI, including but not
limited to the failure to make monthly principal payments to an escrow account beginning January 15, 2004 (the
"Specified Events of Default");

WHEREAS, the forbearance under the earlier Forbearance Agreement between the parties dated June 9th,
2004 ("First Forbearance") has expired;

WHEREAS, subject to the terms and conditions set forth herein, the Lenders have agreed to the proposal of the
Presidion Parties to forbear from collecting on the Note in strict accordance with the terms set forth herein;

NOW, THEREFORE, the parties agree as follows:

1. Recitals. The facts set forth in the recitals above are hereby incorporated herein by reference as though such
facts were fully set forth in this Agreement.

2. Acknowledgement of Presidion Parties. The Presidion Parties hereby acknowledge, represent, warrant, and
agree that:

(a) As of October 1, 2004, the amount owed by PSI to the Lenders ("Indebtedness") is Two Million, Six
Hundred Seventy-Two Thousand, Six Hundred Sixty-Two Dollars and
Eighty-Eight ($2,672,662.88) in principal, plus interest accrued thereon from January 15, 2004 to date.

(b) The rate of interest on the Indebtedness was increased to the Note default rate of fourteen percent (14%) per
annum beginning January 15, 2004 ("original Default Rate") and such Original Default Rate was replaced by an
increased rate of eighteen percent (18%) per annum effective July 15, 2004 pursuant to the terms of the First
Forbearance ("Forbearance Default Rate"), which Forbearance Default Rate continues in effect today.

(c) As of October 1, 2004, the accrued interest on the Note is $39,248.22, and interest will continue to accrue
after such date at a per diem of $1,318.03 per day.

(d) The due date for the Indebtedness has been properly accelerated under the terms of the Note, and the
Indebtedness is entirely due and owing to the Lenders as of the date hereof.

(d) The Presidion Parties have no defenses to or offset against the Indebtedness.

(e) The Lenders' demand for payment in full of the Indebtedness is timely and proper.

(f) In any litigation commenced by the Lenders against PSI or against any other Presidion Party which is a
guarantor of or has provided security for the Indebtedness, this Agreement will constitute an admission by the
Presidion Parties that the Indebtedness is due and owing and that the Presidion Parties have no defenses to or
offset against the Indebtedness.

(g) There is no material issue of fact as to the matters set forth in this Agreement and, in the event of litigation, an
order of summary judgment against PSI and the Guarantors in the amount of the Indebtedness would be
appropriate.

(h) The Lenders have no obligation, nor have they made any agreement, to refinance the Indebtedness, to extend
the maturity date of the Note, or to otherwise forbear from exercising their remedies at law or in equity after 5:00
P.M. Eastern time on October 13, 2004 ("Termination Time").

(i) The Presidion Parties have read and fully understand this Agreement.

2. Forbearance. In consideration of the covenants and agreements contained in this agreement, provided that no
"Forbearance Default" (as such term is defined below) occurs and the Conditions Precedent set forth in Section 3
below have been met, the Lenders hereby agree that, until the Termination Time, they will not exercise any of
their remedies at law or in equity (a) to collect the Indebtedness, or (b) to foreclose upon or otherwise enforce its
security interest, liens or mortgages in any collateral, or (c) to draw upon the Strategic Bancorp letter of credit
that is security for the Indebtedness (the "LOC") or (d) to enforce their rights against any guarantor of the
Indebtedness (the "Forbearance").

                                                            2
3. Conditions Precedent. The following are conditions precedent to the effectiveness of this Agreement:

(a) PSI shall pay the Lenders Five Thousand Dollars ($5,000) as a non-refundable fee for entering into this
Agreement ("Forbearance Fee").

(b) The amount of $80,106.66, which amount shall be applied to all accrued interest on the Note plus an
advance non-refundable payment of interest through October 31, 2004, must be paid to the Lenders upon
execution of this Agreement. In the event the Indebtedness is paid off prior to October 21, 2004, any amount
paid hereunder in excess of interest due under the Note shall be treated as an additional Forbearance Fee.

All of the foregoing conditions must be fulfilled on or before 5:00 P.M. Eastern time on October 4, 2004, or this
Agreement shall be null and void.

4. Best Efforts. From the date hereof until the Termination Time, the Presidion Parties will use their best efforts to
satisfy, in full, the Indebtedness.

5. Term and Termination of Forbearance. Unless the Note has been paid in full or otherwise satisfied on or
before the Termination Date, the Forbearance shall end at the Termination Time. Additionally, the Lenders may
terminate the Forbearance immediately, without prior notice to PSI, upon occurrence of any of the following
events (each a "Forbearance Default"):

(a) any Presidion Party makes an assignment for the benefit of creditors, or a voluntary or involuntary case in
bankruptcy, receivership or insolvency is commenced by or against any Presidion Party; or

(b) A levy, writ of attachment, garnishment, execution or similar process is issued against or placed upon any
Presidion party or any property of any Presidion Party; or

(c) The Presidion Parties fails to keep the LOC in force and effect in an amount equal to the unpaid balance of
this Note and/or any Amcap Party receives a notice of termination or nonrenewal of the LOC; or

(d) Any Presidion Party materially violates this Agreement.

6. No Waiver. Nothing in this Agreement shall be construed as a waiver of or acquiescence to any other Event of
Default under the Note, which defaults shall continue in existence, subject only to the agreement of the Lenders,
as set forth herein, not to enforce the remedies available to the Lenders for a limited period of time with respect
to the Specified Events of Default. Except as expressly provided herein, the execution and delivery of this
Agreement shall not: (a) constitute an extension, modification, or waiver of any aspect of the Note or any other
documents; (b) extend the terms of the Note or the due date of any of the obligations thereunder or in any other
agreement between any of the Presidion Parties and any of

                                                          3
the Amcap parties; (c) give rise to any obligation on the part of the Lenders to extend, modify or waive any term
or condition of the Note or any other agreement between the Lenders and any of the Presidion Parties; or (d)
give rise to any defenses or counterclaims to the right of the Lenders to compel payment of the Note or to
otherwise enforce its rights and remedies under any other agreement with any of the Presidion Parties. Except as
expressly limited herein, the Lenders hereby expressly reserves all of their rights and remedies under the Note
and all other agreements with any of the Presidion Parties and under applicable law with respect to any defaults
under the Note (including but not limited to the Specified Events of Default). From and after the Termination Time
(or any earlier date following a Forbearance Default), the Lenders shall be entitled to enforce the Note according
to the original terms thereof.

7. Further Assurances. The Presidion Parties hereby covenant and agree that, from and after the execution and
delivery of this Agreement, they shall, from time to time, execute and deliver any and all documents as are
reasonably necessary or requested by lender to carry out the intent of this Agreement, provided that the
execution and delivery of said documents and instruments does not increase their liability beyond that
contemplated by this Agreement.

8. Time of Essence. Time is of the essence in every obligation and duty of the parties under this Agreement.

9. Strict Compliance. The Lenders' failure, at any time or times hereafter, to require strict performance by
Presidion Parties with any provision or term of this Forbearance shall not waive, affect or diminish any right of the
Lenders thereafter to demand strict compliance and performance therewith. Any suspension or waiver by the
Lenders of a Specified Event of Default or any other Event of Default shall not, except as may be expressly set
forth herein, suspend, waive or affect any Specified Event of Default or any other Event of Default, whether the
same is prior or subsequent thereto and whether of the same or of a different kind or character. None of the
undertakings, agreements, warranties, covenants and representations of the Presidion Parties contained in this
Agreement, the Note or any of the other agreements between the parties, and no Specified Event of Default or
other Event of Default shall be deemed to have been suspended or waived by the Lenders unless such suspension
or waiver is in writing and signed by the Lenders.

10. No Waiver of Specified Events of Default. Each Presidion Party acknowledges and agrees that no default
(including but not limited to Specified Event of Default) shall be deemed to be waived, cured or eliminated by this
Agreement. Each Presidion Party agrees that, during the term of the Forbearance, the Lenders shall not be
required to issue any notices otherwise required by the Note with respect to any Specified Event of Default.

11. Parties not Partners. Nothing contained in this Agreement shall constitute any Presidion Party as a partner
with, agent for, or principal of Lender.

12. Cooperation. Without charge, (except for reimbursement of its reasonable out of pocket expenses for travel
costs incurred as a result of the request of the Amcap Parties) the Presidion Parties shall fully cooperate, and shall
cause their respective employees to fully cooperate, in the furtherance of the interests of Amcap and/or the
Lenders in recovering any assets related to

                                                          4
Paradyme Human Resources Corporation (or its subsidiary Paradyme Employer Resources, Inc.) or ABS IV,
Inc., and its subsidiaries, including insurance receivables due from the Hartford.

13. Reaffirmation of Duties and Obligations. The Presidion Parties hereby reaffirm all of their duties and
obligations under the SPA, the R&SAs and each and every document entered into in connection therewith,
including but not limited to their obligations under the Note, the Guarantors' obligations under the Guarantees, and
the Paradyme Parties' Obligations under the Security Agreements, and the Presidion Parties agree that such
duties and obligations remain in full force and effect except to the extent the same may have been specifically
modified in this Agreement (in which case the same remain in full force and effect as modified).

14. Release. The Presidion Parties, for each of themselves and for their respective assigns, agents, employees,
trustees, receivers, corporations, successors, attorneys, representatives, heirs, executors, administrators and any
other persons or entities who may claim though them, hereby release and forever discharge each of the Amcap
Parties, Predision Acquisition Co.,LLC, and Hendricks holding Company, Inc., and all of their respective
assigns, agents, employees, trustees, receivers, corporations, parents, affiliates, subsidiaries, predecessors,
successors, shareholders, officers, directors, partners, attorneys, representatives, heirs, executors, administrators
and each of them (the "Released Parties"), of and from any and all manner of action or actions, cause or causes
of action, in law or in equity, suits, debts, liens, security interest, claims, demands, damages, losses, costs or
expenses of any nature whatsoever, known or unknown, suspected or unsuspected, fixed or contingent which
any one or more of the Presidion Parties at any time heretofore ever had, owned or held, or which any one or
more of the Presidion Parties now has, owns or holds, or which any one or more of the Presidion Parties may
have ever had, by reason of any matter, cause, fact, thing, act or omission whatsoever from the beginning of time
to the date of this Agreement including, without limiting the generality of the foregoing, any and all claims and
causes of the action arising out of, based upon or relating to the SPA or the Note and any claims and causes of
action arising out of, based upon or relating to any proposed acquisition of stock or assets of any Presidion Party
(ies) by the Released Parties.

15. Warranty and Indemnification Regarding Non-Assignment of Claims.Each Presidion Party hereby represents
and warrants that he/it/they is the sole and rightful owner of all right, title and interest in and to every claim and
other matter which he/it/they releases herein and has not heretofore assigned or otherwise transferred, and shall
not assign or otherwise transfer any interest in any claim which he/it/they may have against any other party, or any
party's respective parents, affiliates, subsidiaries, predecessors and each other person or entity released and
discharged pursuant to Section 14 of this Agreement, including, without limitation, any claims or causes of action
which may be alleged by any party. Each Presidion Party agrees to indemnify and hold each Released Party and
each other person or entity released pursuant to the Section 14 hereof, harmless from any liabilities, claims,
demands, damages, costs, expenses and attorney's fees incurred as a result of any person or entity asserting any
claim or cause of action based upon any such assignment or transfer or purported assignment or transfer, or any
such lien, change or encumbrance.

16. Covenant not to Sue. The Presidion Parties covenant and agree not to bring any claim, action, suit or
proceeding against the other party hereto regarding the matters settled, released

                                                          5
and dismissed hereby, including, but not limited to, any claim, action, suit or proceeding raised or that could have
been raised, and each party covenants and agrees not to bring any claim, action, suit, or proceeding against any
other party hereto regarding the matters settled and released hereby, including, but not limited to, any claim,
action, suit or proceeding raised or that could have been raised in a lawsuit, and each party further covenants and
agrees that this Agreement is a bar to any such claim, action, suit or proceeding. Suit may be brought by any
party to enforce the provisions of this Agreement.

17. Attorneys' Fees. In the event the Lenders commence any action to enforce this Agreement, or any Released
party is made a party to any litigation or bankruptcy proceeding as a result of this Agreement, the Presidion
Parties, jointly and severally, shall be responsible for all attorneys' fees and other costs and expenses incurred by
the Lenders and/or the applicable Released Party(ies).

18. Representation by Counsel. The parties hereto acknowledge that they have been represented, or have had
the opportunity to be represented by counsel.

19. No Third Party Beneficiaries. Unless expressly provided otherwise herein, this Agreement is made and
entered into for the sole protection and benefit of the parties hereto and the Released Parties, and no other
person, persons, or entities shall have any right of action hereon, right to claim any right or benefit from the terms
contained herein, or be deemed a third party beneficiary hereunder.

20. Governing Law. This Agreement is executed and delivered within the State of Florida, and the rights and
obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the
laws of the State of Florida. Each of the Parties consents to the non-exclusive jurisdiction of the state and federal
courts with general jurisdiction over Palm Beach County, Florida, for any legal action, suit, or proceeding arising
out of or in connection with this Agreement (including but not limited to any action for collection of the Note), and
agrees that any such action, suit, or proceeding may be brought only in such courts. Each of the Parties further
waives any objection to the laying of venue for any such suit, action, or proceeding in such courts. Each party
agrees to accept and acknowledge service of any and all process that may be served in any suit, action, or
proceeding.

21. Further Representation and Warranties. Each party hereto represents and warrants to each other party
hereto and agrees with each other party hereto, as follows:

(a) He/it/they have authority to execute this Agreement and bind the person or entity on whose behalf he/it/they
purport to execute it.

(b) This Agreement is the result of arms length negotiations between the parties.

(c) He/it/they intend this Agreement to be final and binding between and among the parties hereto, including their
heirs, successors and assigns. He/it/they relies upon the finality of this Agreement as a material factor inducing
him/it/they to execute this Agreement.

                                                          6
(d) He/it/they will not take any action which would interfere with the performance of this Agreement by any other
party hereto or which adversely affects the benefits to be received hereunder.

22. Integration. This Agreement constitutes a single integrated written agreement expressing the entire agreement
and understanding between the parties hereto concerning the subject matter hereof and supersedes and replaces
all prior negotiations and/or proposed agreements, written or oral.

23. No Representations or Warranties other then Those in this Agreement. Each of the parties to this Agreement
acknowledges that no other party, nor any agent or attorney of any other party has made any promise,
representation or warranty whatsoever, express or implied, not contained herein concerning the subject matter
hereof, to induce him or it to execute this Agreement, and acknowledges that he or it has not executed this
instrument in reliance on any such promise, representation or warranty not contained herein, and further
acknowledges that there have been and are no other agreements or understandings between the parties relating to
the settled disputes.

24. WAIVER OF TRIAL BY JURY. THE LENDERS AND THE PRESIDION PARTIES IRREVOCABLY
AND UNCONDITIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDINGS BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS AGREEMENT
OR ANY DOCUMENT OR INSTRUMENT TO BE EXECUTED AND DELIVERED PURSUANT TO
THIS AGREEMENT. THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY
MADE BY THE LENDERS AND THE PRESIDION PARTIES AND THE LENDERS AND THE
PRESIDION PARTIES ACKNOWLEDGE THAT NEITHER THE LENDERS AND THE PRESIDION
PARTIES NOR ANY PERSON ACTING ON BEHALF OF ANY PARTY HERETO HAS MADE ANY
REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY IN ANY WAY TO
MODIFY OR NULLIFY ITS EFFECT.

25. Captions. The captions or headings at the beginning of each section, paragraph or subparagraph of this
Agreement are for the convenience of the parties only and are not to be construed as defining, limiting or
expanding, in any way, the scope or intent of the provisions of this Agreement.

26. Amendment. This Agreement can be waived, changed, discharged, terminated or modified only by an
instrument in writing signed by the party against whom enforcement of any such waiver, change, discharge,
termination or modification is sought. The Lenders anticipate that discussions addressing the Indebtedness may
take place in the future. During the course of such discussions, the Lenders and any of the Presidion Parties may
touch upon and possibly reach a preliminary understanding on one or more issues prior to concluding
negotiations. Notwithstanding this fact and absent an express written waiver by the lenders, the Lenders will not
be bound by an agreement on individual issues unless and until an agreement is reached on all issues and such
agreement is reduced to writing and signed by Presidion Parties and Lenders.

                                                        7
30. Invalidity of Provision. If any provision of this Agreement is by law unenforceable or void, such
unenforceability or voidness shall not affect the other provisions of this Agreement, all of which shall remain in full
force and effect.

31. Gender and Number. In this Agreement (unless the context requires otherwise) the masculine, feminine and
neuter genders and the singular and plural shall be deemed and considered to include one another, as
appropriate.

32. Counterparts. This Agreement can be executed in two or more counterparts, each of which shall be
considered an original and all of which shall together constitute one and the same instrument.

33. Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the heirs, permitted
assigns and successors in interest of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date and year
first written above.

                                          THE PRESIDION PARTIES:

                               PRESIDION SOLUTIONS, INC.,
                                 PRESIDION CORPORATION
                                       ABS IV, INC.,
                                   PARADYME, INC., and
                        PARADYME NATIONAL INSURANCE BROKERS, INC.

                       By: /s/ Craig A. Vanderburg
                           -----------------------
                            Craig A. Vanderburg
                               Their: President

                              /s/ James E. Baiers
                              -------------------
                              James E. Baiers, individually as Guarantor of PSI

                              /s/ John W. Burcham, II
                              -----------------------
                              John W. Burcham, II, individually as Guarantor of PSI

                             /s/ Craig A. Vanderburg
                             -----------------------
                             Craig A. Vanderburg, individually as Guarantor of PSI




                                                           8
                    THE LENDERS:

By: /s/ Brent A. Fox
    ----------------
    Diane M. Hendricks, individually
                   By Brent A. Fox under power of attorney


    /s/ Kenneth A. Hendricks
    ------------------------
    Kenneth A. Hendricks, individually
             By Kendra A. Story under power of attorney




                            9
STATE OF MICHIGAN)

                                                       )

COUNTY OF OAKLAND)

Before me, the undersigned, in and for said county and state, personally appeared Craig A. Vanderburg, whose
name as President of Presidion Solutions, Inc., a Florida corporation, Presidion Corporation, a Florida
Corporation, ABS IV, Inc., a Delaware corporation, Paradyme, Inc., a Florida corporation and Paradyme
National Insurance Brokers, Inc., a Georgia corporation, signed the foregoing RELEASE AND SETTLEMENT
AGREEMENT, and who is known to me, acknowledged before me that he, as such officer and with full
authority, executed the same voluntarily for and as the official act of said corporations.

Sworn to and subscribed before me this the 5th day of October, 2004.

                                                              /s/ Susan Toohy
                                                              ---------------
                                                              Notary Public
            (SEAL)                                            My commission expires: 8-25-2008
                                                                                     ---------




STATE OF MICHIGAN)

                                                       )

COUNTY OF OAKLAND)

I, the undersigned, in and for said county and state, hereby certify that Craig A. Vanderburg, whose name is
signed to the foregoing instrument, and who is known to me, acknowledged before me that he/she, being
informed of the contents of said instrument, executed the same voluntarily, sworn to and subscribed before me
this 5th day of October, 2004.

                                                              /s/ Susan Toohy
                                                              ---------------
                                                              Notary Public
            (SEAL)                                            My commission expires: 8-25-2008
                                                                                     ---------




                                                      10
STATE OF MICHIGAN)

                                                         )

COUNTY OF OAKLAND)

I, the undersigned, in and for said county and state, hereby certify that James E. Baiers, whose name is signed to
the foregoing instrument, and who is known to me, acknowledged before me that he/she, being informed of the
contents of said instrument, executed the same voluntarily, sworn to and subscribed before me this 5th day of
October, 2004.

                                                                /s/ Susan Toohy
                                                                ---------------
                                                                Notary Public
            (SEAL)                                              My commission expires: 8-25-2008
                                                                                       ---------




STATE OF MICHIGAN)

                                                         )

COUNTY OF OAKLAND)

I, the undersigned, in and for said county and state, hereby certify that John W. Burcham, II, whose name is
signed to the foregoing instrument, and who is known to me, acknowledged before me that he/she, being
informed of the contents of said instrument, executed the same voluntarily, sworn to and subscribed before me
this 5th day of October, 2004.

                                                                /s/ Susan Toohy
                                                                ----------------
                                                                Notary Public
            (SEAL)                                              My commission expires: 8-25-2008
                                                                                       ---------




                                                        11
                                                    Exhibit 10.4

                                                September 22, 2004

Sunshine Staff Leasing, Inc.
Sunshine Companies, Inc.
Sunshine Companies II, Inc.
Sunshine Companies III, Inc.
Sunshine Companies IV, Inc.
Paradyme, Inc.
ABS IV, Inc.
Attention: Craig A. Vanderburg

RE: FORBEARANCE ARRANGEMENT ("FORBEARANCE AGREEMENT") DATED JULY 1,
2004,
AMONG COMERICA BANK ("BANK"), SUNSHINE STAFF LEASING, INC., SUNSHINE
COMPANIES, INC., SUNSHINE COMPANIES II, INC., SUNSHINE COMPANIES III, INC.,
SUNSHINE COMPANIES IV, INC., PARADYME, INC., AND ABS IV, INC. ("BORROWERS"),
CRAIG A. VANDERBURG, JOHN BURCHAM, PRESIDION SOLUTIONS, INC. F/K/A AFFINITY
BUSINESS SERVICES, INC. AND PRESIDION CORPORATION
("GUARANTORS")

Dear Mr. Vanderburg:

Please refer to any and all documents, instruments and agreements executed in connection with the financing
arrangements from Bank to Borrowers and Guarantors including the Forbearance Agreement (collectively, the
"Loan Documents"). All amounts due from Borrowers to Bank, whether now or in the future, contingent, fixed,
primary and/or secondary, including, but not limited to, principal, interest, inside and outside counsel fees, audit
fees, costs, expenses, and any and all other charges provided for in the Loan Documents shall be known, in the
aggregate, as the "Liabilities". All capitalized terms not defined in this letter agreement ("Second Agreement") shall
have the meanings described in the Loan Documents.

As of September 20, 2004 the Liabilities include:

                  LOANS (NOTE AMOUNT AND DATE)                PRINCIPAL                 INTEREST
                  ---------------------------                 ---------                 --------

                  REVOLVING LOAN
                  ($6,000,000; 09/30/03)                       $1,700,000.00            $9,751.39




The amounts referenced above are exclusive of interest accruing after September 20, 2004, costs and expenses
(including, but not limited to, audit fees and inside and outside counsel fees).

Without limitation we have reviewed the June 30, 2004 financial statements, which showed substantial losses.
Also, Borrowers are in default of financial covenants under the Loan Document, including the required minimum
debt service coverage and minimum net worth. Borrowers have disclosed that Borrowers have failed to pay
Federal withholding taxes which are due and owing.
Sunshine Staff Leasing, Inc.
Sunshine Companies, Inc.
Sunshine Companies II, Inc.
Sunshine Companies III, Inc.
Sunshine Companies IV, Inc.
Paradyme, Inc.
ABS IV, Inc.
September 22, 2004

                                                        Page 2

As a result of and for the reasons outlined above, Bank hereby restates its demands payment in full of all of the
Liabilities. By copy of this letter demand is also hereby made of the Guarantors of the Liabilities.

Bank's agreement to forbear under the Forbearance Agreement terminated on July 31, 2004. On August 5,
2004, Bank notified Borrowers and Guarantors in writing of the termination of any obligation of Bank to forbear
from further action to collect the Liabilities, and Bank reserved all rights and remedies. Borrowers and
Guarantors have requested that Bank again forbear from further action to collect the Liabilities.

Subject to Borrowers' and Guarantors' timely, written acceptance of the following conditions, Bank is willing to
forbear until November 20, 2004, subject to earlier termination as provided below, from further action to collect
the Liabilities:

1. Borrowers and Guarantors acknowledge the Liabilities as set out in the Loan Documents, the amount of the
Liabilities as stated above and the existence of the defaults. Borrowers and Guarantors acknowledge and agree
that Bank's demand for repayment of the Liabilities is timely and proper.

2. Future administration of the Liabilities and financing arrangements among Bank, Borrowers and Guarantors
shall continue to be governed by the covenants, terms and conditions of the Loan Documents, which are ratified
and confirmed and are incorporated by this reference, except to the extent that the Loan Documents have been
superseded, amended, modified or supplemented by this Second Agreement, then this Second Agreement shall
govern.

3. Borrowers and Guarantors acknowledge Bank is under no obligation to advance funds or extend credit to
Borrowers pursuant to the Loan Documents, or otherwise.

4. Borrowers agree to use their best efforts (i) to procure alternative financing to repay the Liabilities in full by
October 31, 2004, and (ii) to procure by October 31, 2004 a letter of credit or other support acceptable to
Bank to further secure payment of the Liabilities. Borrowers will provide to Bank, upon Bank's request, written
evidence of those efforts.

Borrowers shall at the request of Bank execute a notification to each maker of each note pledged to Bank
advising each to pay Bank directly all future payments under the notes.

5. Borrowers shall make the following principal payments to Bank by the due dates indicated:

                                         DUE DATE                  AMOUNT
                                         --------                  -------

                                         September 24, 2004        $200,000
                                         October 1, 2004           $200,000
                                         October 8, 2004           $200,000
                                         October 15, 2004          $200,000
                                         October 22, 2004          $200,000
                                         October 29, 2004          $200,000
                                         November 5, 2004          $200,000
                                         November 12, 2004         $200,000
                                         November 19, 2004         $100,000
Also, concurrently with execution and delivery of this Second Agreement, Borrowers shall reimburse Bank for
attorney fees and expenses of $34,365.85. This reimburses Bank for only a portion of the fees
Sunshine Staff Leasing, Inc.
Sunshine Companies, Inc.
Sunshine Companies II, Inc.
Sunshine Companies III, Inc.
Sunshine Companies IV, Inc.
Paradyme, Inc.
ABS IV, Inc.
September 22, 2004

                                                        Page 3

and expenses included in the Liabilities. Without limitation, the Liabilities continue to include all costs and
expenses incurred by Bank (including all attorney fees and expenses).

6. Concurrently with execution of this Second Agreement, Borrowers will pay to Bank a fee of $25,000. The
entire fee is in consideration of Bank's costs in negotiating and structuring this Second Agreement (and not as
consideration for any specific period of forbearance). This fee is fully earned upon acceptance of this Second
Agreement by Borrowers and Guarantors and is not refundable. If the Liabilities are paid in full by October 15,
2004, and as of the date of such payoff Borrowers have timely made all payments required under this Second
Agreement and Bank has not terminated its forbearance under this Second Agreement, then at the closing of the
payoff of the loan, the Borrowers shall receive a $25,000 credit against the payoff amount.

7. By October 15, 2004, Mr. Burcham shall deliver to Bank copies of all mortgages on his residence and
statements identifying the then current balances secured by those mortgages. By October 15, 2004, Mr.
Burcham shall deliver to Bank copies of the annuity contract identified by him in his prior personal financial
statement delivered to Bank.

8. Effective as of August 1, 2004, Interest on Liabilities shall accrue at Bank's "prime rate" (as defined in the
Loan Documents) plus six percentage points (6.0%) and shall be due and payable on the first (1st) day of each
and every month, and upon the occurrence of a default under the terms of this Second Agreement or any further
defaults under the Loan Documents, then the Liabilities shall accrue interest at the rate otherwise provided in this
paragraph plus three percentage points (3.0%).

9. Borrowers and Guarantors acknowledge and agree the Loan Documents presently provide for and they shall
reimburse for any and all costs and expenses of Bank, including, but not limited to, all inside and outside counsel
fees of Bank whether in relation to drafting, negotiating or enforcement or defense of the Loan Documents or this
Agreement, including any preference or disgorgement actions as defined in this Agreement and all of Bank's audit
fees, incurred by Bank in connection with the Liabilities, Bank's administration of the Liabilities and/or any efforts
of Bank to collect or satisfy all or any part of the Liabilities. Borrowers and Guarantors shall immediately
reimburse Bank for all of Bank's costs and expenses upon Bank's incurrence thereof or upon demand.

10. Loan payments, interest on the Liabilities, loan administration expenses, including, but not limited to, all inside
and outside counsel fees of Bank and Bank's audit fees, may be charged directly to Borrower's checking account
maintained with Bank.

11. In addition to all reporting currently required by the Loan Documents; (a) Borrowers shall provide weekly to
Bank updated cash flow forecasts by Tuesday of each week for the preceding week, in form acceptable to
Bank; and
(b) Borrowers shall provide weekly to Bank updated tracking of Borrower's outstanding, unpaid withholding tax
liabilities, in form acceptable to Bank;
(c) copies of month end payroll taxes reallocation forms prepared by Borrowers for IRS as and when delivered
to the IRS or by the fifteenth day of each month for the prior month, whichever is earlier.

12. Without limitation, Borrowers shall be in default under this Second Agreement if the IRS places a lien on the
assets of any of the Borrowers for unpaid withholding taxes.

13. Borrowers and Guarantors acknowledge and agree the Loan Documents presently provide and they shall
permit Bank to conduct such fair market value appraisals, inspections, surveys and/or testing, whether for
environmental contamination or otherwise, that Bank deems necessary, on any and all real
Sunshine Staff Leasing, Inc.
Sunshine Companies, Inc.
Sunshine Companies II, Inc.
Sunshine Companies III, Inc.
Sunshine Companies IV, Inc.
Paradyme, Inc.
ABS IV, Inc.
September 22, 2004

                                                        Page 4

property and personal property upon which Bank may possess a mortgage or security interest securing the
Liabilities, and the cost of such appraisals, inspections, surveys and testing are part of the costs and expenses for
which the Borrowers and Guarantors must reimburse Bank.

14. To the extent any payment received by Bank is deemed a preference, fraudulent transfer or otherwise by a
court of competent jurisdiction which requires the Bank to disgorge such payment then such payment will be
deemed to have never occurred and the Liabilities will be adjusted accordingly

15. This Second Agreement shall be governed and controlled in all respects by the laws of the State of Michigan,
without reference to its conflict of law provisions, including interpretation, enforceability, validity and construction.

16. Bank expressly reserves the right to exercise any or all rights and remedies provided under the Loan
Documents and applicable law except as modified herein. Bank's failure to immediately exercise such rights and
remedies shall not be construed as a waiver or modification of those rights or an offer of forbearance.

17. This Second Agreement will inure to the benefit of the Bank and all its past, present and future parents,
subsidiaries, affiliates, predecessors and successor corporations and all of their subsidiaries and affiliates.

18. Borrowers and Guarantors agree to execute any and all additional and supplemental documentation, and
provide such further assistance and assurances as Bank may require, in Bank's sole and absolute discretion, to
give full effect of the terms, conditions and intentions of this Agreement.

19. Bank anticipates that discussions addressing the Liabilities may take place in the future. During the course of
such discussions, Bank Borrowers and Guarantors, may touch upon and possibly reach a preliminary
understanding on one or more issues prior to concluding negotiations. Notwithstanding this fact and absent any
express written waiver by Bank, Bank will not be bound by an agreement on any individual issues unless and until
an agreement is reached on all issues and such agreement is reduced to writing and signed by Borrowers and
Guarantors, and Bank.

20. As of the date of execution and delivery of this Second Agreement by Borrowers and Guarantors, there are
no offers outstanding from Bank to Borrowers and Guarantors. Any prior offer by Bank, whether oral or written
is hereby rescinded in full. There are no oral agreements between Bank and Borrowers and Guarantors; any
agreements concerning the Liabilities are expressed only in the existing Loan Documents. The duties and
obligations of Borrowers and Guarantors and Bank shall be only as set forth in the Loan Documents and this
Second Agreement when executed by all parties.

21. Borrowers and Guarantors acknowledge that they have reviewed (or have had the opportunity to review) this
Second Agreement with counsel of their choice and have executed this Second Agreement of their own free will
and accord and without duress or coercion of any kind by Bank or any other person or entity.

22. BORROWERS, GUARANTORS AND BANK ACKNOWLEDGE AND AGREE THAT THE RIGHT
TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH
PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH
COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL
BENEFIT WAIVES ANY RIGHT TO TRIAL
Sunshine Staff Leasing, Inc.
Sunshine Companies, Inc.
Sunshine Companies II, Inc.
Sunshine Companies III, Inc.
Sunshine Companies IV, Inc.
Paradyme, Inc.
ABS IV, Inc.
September 22, 2004

                                                     Page 5

BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR
ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT, THE LOAN
DOCUMENTS OR LIABILITIES.

23. DEFAULTS HAVE OCCURRED UNDER THE LOAN DOCUMENTS. BORROWERS AND
GUARANTORS, TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, WAIVE ALL
NOTICES THAT BANK MIGHT BE REQUIRED TO GIVE BUT FOR THIS WAIVER, INCLUDING
ANY NOTICES OTHERWISE REQUIRED UNDER SECTION 6 OF ARTICLE 9 OF THE UNIFORM
COMMERCIAL CODE AS ENACTED IN THE STATE OF MICHIGAN OR THE RELEVANT STATE
CONCERNING THE APPLICABLE COLLATERAL (AND UNDER ANY SIMILAR RIGHTS TO
NOTICE GRANTED IN ANY ENACTMENT OF REVISED ARTICLE 9 OF THE UNIFORM
COMMERCIAL CODE). FURTHERMORE, BORROWERS AND GUARANTORS WAIVE (A) THE
RIGHT TO NOTIFICATION OF DISPOSITION OF THE COLLATERAL UNDER SECTION 9-611 OF
THE UNIFORM COMMERCIAL CODE, (B) THE RIGHT TO REQUIRE DISPOSITION OF THE
COLLATERAL UNDER SECTION 9-620(E) OF THE UNIFORM COMMERCIAL CODE, AND (C)
ALL RIGHTS TO REDEEM ANY OF THE COLLATERAL UNDER SECTION 9-623 OF THE
UNIFORM COMMERCIAL CODE.

24. BORROWERS AND GUARANTORS, IN EVERY CAPACITY, INCLUDING, BUT NOT LIMITED
TO, AS SHAREHOLDERS, PARTNERS, OFFICERS, DIRECTORS, INVESTORS AND/OR
CREDITORS OF BORROWERS AND/OR GUARANTORS, OR ANY ONE OR MORE OF THEM,
HEREBY WAIVE, DISCHARGE AND FOREVER RELEASE BANK, BANK'S EMPLOYEES,
OFFICERS, DIRECTORS, ATTORNEYS, STOCKHOLDERS AND SUCCESSORS AND ASSIGNS,
FROM AND OF ANY AND ALL CLAIMS, CAUSES OF ACTION, DEFENSES, COUNTERCLAIMS
OR OFFSETS AND/OR ALLEGATIONS BORROWERS AND/OR GUARANTORS MAY HAVE OR
MAY HAVE MADE OR WHICH ARE BASED ON FACTS OR CIRCUMSTANCES ARISING AT ANY
TIME UP THROUGH AND INCLUDING THE DATE OF THIS AGREEMENT, WHETHER KNOWN
OR UNKNOWN, AGAINST ANY OR ALL OF BANK, BANK'S EMPLOYEES, OFFICERS,
DIRECTORS, ATTORNEYS, STOCKHOLDERS AND SUCCESSORS AND ASSIGNS.

25. This Second Agreement may be executed in counterparts and facsimiles and the counterpart, when properly
executed and delivered by signing deadline, will constitute a fully executed complete agreement.

24. Borrowers and Guarantors shall properly execute this Second Agreement and hand deliver same to the
undersigned by no later than 5:00 p.m. on September 24, 2004.

Bank reserves the right to terminate its forbearance prior to November 20, 2004, in the event of any new defaults
under the Loan Documents, defaults under this Second Agreement, in the event of further deterioration in the
financial condition of Borrowers or Guarantors or further deterioration in Banks collateral position, and/or in the
event Bank, for any reason, believes that the prospect of payment or performance is impaired.

Very truly yours,

                                             /s/ Jacob Villemure
                                             -------------------
                                             Jacob Villemure
Sunshine Staff Leasing, Inc.
Sunshine Companies, Inc.
Sunshine Companies II, Inc.
Sunshine Companies III, Inc.
Sunshine Companies IV, Inc.
Paradyme, Inc.
ABS IV, Inc.
September 22, 2004

                                          Page 6

Assistant Vice President
P.O. Box 75000
MC 3205
Detroit, Michigan 48275-3205
(313) 222-9218
fax: (313) 222-1244

                               [SIGNATURE PAGES TO FOLLOW]
Sunshine Staff Leasing, Inc.
Sunshine Companies, Inc.
Sunshine Companies II, Inc.
Sunshine Companies III, Inc.
Sunshine Companies IV, Inc.
Paradyme, Inc.
ABS IV, Inc.
September 22, 2004

                                             Page 7

ACKNOWLEDGED AND AGREED:

SUNSHINE STAFF LEASING, INC.

                   By: /s/ Craig A. Vanderburg        Date:   September 22, 2004
                       -----------------------
                   Its: President
                        ---------




SUNSHINE COMPANIES, INC.

                   By: /s/ Craig A. Vanderburg        Date:   September 22, 2004
                       -----------------------
                   Its: President
                        ---------




SUNSHINE COMPANIES II, INC.

                   By: /s/ Craig A. Vanderburg        Date:   September 22, 2004
                       -----------------------
                   Its: President
                        ---------




SUNSHINE COMPANIES III, INC.

                   By: /s/ Craig A. Vanderburg        Date:   September 22, 2004
                       -----------------------
                   Its: President
                        ---------




SUNSHINE COMPANIES IV, INC.

                   By: /s/ Craig A. Vanderburg        Date:   September 22, 2004
                       -----------------------
                   Its: President




PARADYME, INC.

                   By: /s/ Craig A. Vanderburg        Date:   September 22, 2004
                       -----------------------
                   Its: President
ABS IV, INC.

               By: /s/ Craig A. Vanderburg   Date:   September 22, 2004
                   -----------------------
               Its: President

               /s/ Craig A. Vanderburg       Date:   September 22, 2004
               -----------------------
               Craig A. Vanderburg

               /s/ John Burcham              Date:   September 22, 2004
               ----------------
               John Burcham
Sunshine Staff Leasing, Inc.
Sunshine Companies, Inc.
Sunshine Companies II, Inc.
Sunshine Companies III, Inc.
Sunshine Companies IV, Inc.
Paradyme, Inc.
ABS IV, Inc.
September 22, 2004

                                             Page 8

PRESIDION SOLUTIONS, INC.

                   By: /s/ Craig A. Vanderburg        Date:   September 22, 2004
                       -----------------------
                   Its: President
                        ---------




PRESIDION CORPORATION

                   By: /s/ Craig A. Vanderburg        Date:   September 22, 2004
                       -----------------------
                   Its: President
                        ---------
                                                    Exhibit 10.5

                              AMENDMENT AND WAIVER AGREEMENT

THIS AMENDMENT AND WAIVER AGREEMENT (this "Agreement"), effective as of August 1, 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
January 3, 2005,"

(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
January 31, 2005. 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 January
31, 2005,"

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

"January 3, 2005"

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) 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 "A".

(c) 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 September 1, 2004 and continuing thru January 3, 2005 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, $8,572.00, 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.

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

                                                        -3-
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 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.

                                                        -4-
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: /s/ Signature
                                       -------------
                                   Name:
                                         -------------------------
                                   Title: Portfolio Manager
                                           -----------------




                                             LENDERS:

                             MERCATOR MOMENTUM FUND, L.P.

                                   By: /s/ Signature
                                       -------------
                                   Name:
                                         -------------------------
                                   Title: Portfolio Manager
                                           -----------------




                            MERCATOR MOMENTUM FUND III, L.P.

                                   By: /s/ Signature
                                       -------------
                                   Name:
                                         -------------------------
                                   Title: Portfolio Manager
                                           -----------------




                                 MERCATOR FOCUS FUND, L.P.

                                   By: /s/ Signature
                                       -------------
                                   Name:
                                         -------------------------
                                   Title: Portfolio Manager
                                           -----------------




                                (Signatures continued on following page)

                                                  -5-
       BORROWERS:

PRESIDION CORPORATION,
    a Florida corporation

 By:  /s/ Craig A. Vanderburg
      -----------------------
 Name:    Craig A. Vanderburg
          -------------------
 Title: CEO
         ---




PRESIDION SOLUTIONS, INC.,
     a Florida corporation

 By:  /s/ Craig A. Vanderburg
      -----------------------
 Name:    Craig A. Vanderburg
          -------------------
 Title: CEO
         ---




             -6-
                                                  EXHIBIT "A"

                 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

                                                         -7-
"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:  /s/ Craig A. Vanderburg
                                               -----------------------
                                          Name:    Craig A. Vanderburg
                                                   -------------------
                                          Title: Pres / CEO
                                                 ----------

                                          /s/ Craig A. Vanderburg
                                          -----------------------
                                          CRAIG A. VANDERBURG




                                      (Signatures continued on following page)

                                                          -8-
/s/ John W. Burcham II
----------------------
JOHN W. BURCHAM II




/s/ James E. Baiers
-------------------
JAMES E. BAIERS




         -9-
                                                      Exhibit 31.1

CERTIFICATION

I, Craig A. Vanderburg, President and Chief Executive Officer of Presidion Corporation, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2004 of Presidion
Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly
report, fairly present, in all material respects, the financial condition, results of operations, and cash flows of the
registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under my supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in
which this report is being prepared;

b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and

c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect the registrant's internal control over
financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting to the
registrant's auditors and the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant's internal control over financial reporting.

          Date:     November 22, 2004                           /s/ Craig Vanderburg
                    ----------------------------                -------------------------------
                                                                Craig A. Vanderburg
                                                                President and Chief Executive Officer
                                                      Exhibit 31.2

CERTIFICATION

I, Brian Jarzynski, Chief Financial Officer of Presidion Corporation, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2004 of Presidion
Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly
report, fairly present, in all material respects, the financial condition, results of operations, and cash flows of the
registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under my supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in
which this report is being prepared;

b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and

c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect the registrant's internal control over
financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting to the
registrant's auditors and the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant's internal control over financial reporting.

              Date:     November 22, 2004                            /s/ Brian Jarzynski
                        ----------------------------                 -------------------------------
                                                                     Brian Jarzynski
                                                                     Chief Financial Officer
                                                    Exhibit 32.1

PRESIDION CORPORATION

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Craig A. Vanderburg, President and Chief Executive Officer of Presidion Corporation (the "Company"),
hereby certify pursuant to Rule 15d-14 (b) of the Securities Exchange Act of 1934, as amended, and Section
1350 of Chapter 63 of title 18 of the United States Code that:

1. Presidion's quarterly report on Form 10-Q for the quarter ended September 30, 2004, to which this statement
is filed as an exhibit (the "Report"), fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of Presidion.

          Date:     November 22, 2004                          /s/ Craig A. Vanderburg
                    ----------------------------               -------------------------------
                                                               Craig A. Vanderburg
                                                               President and Chief Executive Officer
                                                    Exhibit 32.2

PRESIDION CORPORATION

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Brian Jarzynski, Chief Financial Officer of Presidion Corporation (the "Company"), hereby certify pursuant to
Rule 15d-14 (b) of the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of title
18 of the United States Code that:

1. Presidion's quarterly report on Form 10-Q for the quarter ended September 30, 2004, to which this statement
is filed as an exhibit (the "Report"), fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of Presidion.

              Date:    November 22, 2004                           /s/ Brian Jarzynski
                       ----------------------------                -------------------------------
                                                                   Brian Jarzynski
                                                                   Chief Financial Officer