Common use of COUNTERSIGNATURE Clause in Contracts

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. [remainder of page intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: PICIS, INC. By: /s/ R. SCOTT LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx PICIS US, INC., FORMERLY KNOWN AS MXXXXXX XXXXEMS MANAGEMENT, INC. By: /s/ R. SCOTT LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx PICIS (WISCONSIN), INC. By: /s/ R. XXXXX XXXXX --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx IBEX HEALTHDATA SYSTEMS, INC. By: /x/ X. XXXXX LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx BANK: SILICON VALLEY BANK, d/b/a SILXXXX XXXXXX EAST By: /s/ DAVID G. RODRIGUEZ --------------------------- Name: David G. Rodrigxxx Xxxxx: Xxxx Xxesident SECOND LOAN MODIFICATION AGREEMENT This Second Loan Modification Agreement (this "Loan Modification Agreement') is entered into as of June __, 2005, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan proxxxxxxx xxxxxx xxxxxxx xx Xxx Xxxxxx Xxxxxxxxx Xark, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business xxxxx xxx xxxx "Xxxxxxx Xxxxxx Xxxx" ("Xxxx") xxx XICIS, INC., a Delaware corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS US, XXX., XXXXXXXX XXXXX XX XXXXXXX XXXXXXX XXXXXXXXXX, XXX., a Massachusetts corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS (WISXXXXXX), XXX. x Xxxxxxxxx xxxxxxxxxxx xxxx xxxxxxx xx 000 Quannapowitt Parkway, Wakefield, Massachusetts 01880, and IBEX HXXXXXXXXX XXXXXXX, XXX., x Xxxxxxxx xxxxxxxxxxx xxxx xxxices at 5600 North River Road, Rosemont, Illinois 60018 (jointly and severalxx, xxxxxxxxxxxx xxx xxxxxxxxxxxx, "Xxxxxxxx").

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. [remainder of page intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: PICIS, INC. By: /s/ R. ROBERT SCOTT LENTZ --------------------------- ------------------------------------- Name: R. Scott Lentz Rxxxxx Xxxxx Xxxxx Title: Xxxxxxxxx Treasurer, CFO PICIS US, INC., FORMERLY KNOWN AS MXXXXXX XXXXEMS XXXXX XX XXXXXXX SYSTEMS MANAGEMENT, INC. By: /s/ R. ROBERT SCOTT LENTZ --------------------------- ------------------------------------- Name: R. Scott Lentz Rxxxxx Xxxxx Xxxxx Title: Xxxxxxxxx Treasurer, CFO PICIS (WISCONSIN), INC. ByXx: /s/ R. XXXXX XXXXX --------------------------- /x/ XXXXXX XXOTT LENTZ ------------------------------------- Name: R. Scott Lentz Rxxxxx Xxxxx Xxxxx Title: Xxxxxxxxx Treasurer, CFO IBEX HEALTHDATA SYSTEMS, INCXXX. ByXx: /x/ X. XXXXX XXXERT SCOTT LENTZ --------------------------- ------------------------------------- Name: R. Scott Lentz Rxxxxx Xxxxx Xxxxx Title: Xxxxxxxxx Treasurer, CFO BANK: SILICON VALLEY BANKBAXX, dx/bx/a SILXXXX XXXXXX x XXXXXXX VALLEY EAST By: /s/ DAVID G. RODRIGUEZ --------------------------- ------------------------------------- Name: David G. Rodrigxxx XxxxxDxxxx X. Xxxxxxxxx Title: Xxxx Xxesident SECOND Vice President THIRD LOAN MODIFICATION AGREEMENT This Second Third Loan Modification Agreement (this "Loan Modification Agreement') is entered into as of June December __, 2005, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan proxxxxxxx xxxxxx xxxxxxx xx Xxx Xxxxxx Xxxxxxxxx Xark, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business xxxxx xxx xxxx "Xxxxxxx Xxxxxx Xxxx" ("Xxxx") xxx XICIS, INC., a Delaware corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 0188001580, PICIS US, XXX., XXXXXXXX XXXXX XX xxxxxxxx xxxxx xx XXXXXXX XXXXXXX XXXXXXXXXX, XXX., a Massachusetts corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS (WISXXXXXX), XXX. x Xxxxxxxxx xxxxxxxxxxx xxxx xxxxxxx xx 000 Quannapowitt Parkway, Wakefield, Massachusetts 01880, and IBEX HXXXXXXXXX XXXXXXX, XXX., x Xxxxxxxx xxxxxxxxxxx xxxx xxxices at 5600 North River Road, Rosemont, Illinois 60018 (jointly and severalxx, xxxxxxxxxxxx xxx xxxxxxxxxxxx, "Xxxxxxxx").

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. [remainder of page intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: PICIS, INC. SPIRE CORPORATION By: /s/ R. SCOTT LENTZ --------------------------- NameXxxxx X. Xxxxxx By: R. Scott Lentz Title/s/ Xxxxxx X. Xxxxxxxxx Xxxxx X. Xxxxxx Xxxxxx X. Xxxxxxxxx Chairman & CEO CFO and Treasurer SPIRE SOLAR, INC By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx PICIS USXxxxx X. Xxxxxx Xxxxxx X. Xxxxxxxxx Chairman & CEO CFO and Treasurer SPIRE BIOMEDICAL,INC By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxx X. Xxxxxx Xxxxxx X. Xxxxxxxxx Chairman & CEO CFO and Treasurer SPIRE SEMICONDUCTOR, LLC By: Spire Corporation, a Massachusetts corporation, its sole Member and Manager By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxx X. Xxxxxx Xxxxxx X. Xxxxxxxxx Chairman & CEO CFO and Treasurer SILICON VALLEY BANK By: /s/ Xxxx Xxxxxx Xxxx Xxxxxx VP I, an authorized officer of SPIRE CORPORATION, SPIRE SOLAR, INC., FORMERLY KNOWN AS MXXXXXX XXXXEMS MANAGEMENTSPIRE BIOMEDICAL, INC. By: /s/ R. SCOTT LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx PICIS (WISCONSIN)and SPIRE SEMICONDUCTOR, INC. By: /s/ R. XXXXX XXXXX --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx IBEX HEALTHDATA SYSTEMS, INC. By: /x/ X. XXXXX LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx BANK: SILICON VALLEY BANK, d/b/a SILXXXX XXXXXX EAST By: /s/ DAVID G. RODRIGUEZ --------------------------- Name: David G. Rodrigxxx Xxxxx: Xxxx Xxesident SECOND LOAN MODIFICATION AGREEMENT This Second Loan Modification Agreement (this "Loan Modification Agreement') is entered into as of June __, 2005, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan proxxxxxxx xxxxxx xxxxxxx xx Xxx Xxxxxx Xxxxxxxxx Xark, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business xxxxx xxx xxxx "Xxxxxxx Xxxxxx Xxxx" ("Xxxx") xxx XICIS, INC., a Delaware corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS US, XXX., XXXXXXXX XXXXX XX XXXXXXX XXXXXXX XXXXXXXXXX, XXX., a Massachusetts corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS (WISXXXXXX), XXX. x Xxxxxxxxx xxxxxxxxxxx xxxx xxxxxxx xx 000 Quannapowitt Parkway, Wakefield, Massachusetts 01880, and IBEX HXXXXXXXXX XXXXXXX, XXX., x Xxxxxxxx xxxxxxxxxxx xxxx xxxices at 5600 North River Road, Rosemont, Illinois 60018 LLC (jointly and severalxxseverally, xxxxxxxxxxxx xxx xxxxxxxxxxxxindividually and collectively, "Xxxxxxxx"“Borrower”) certify under the Second Amended and Restated Loan and Security Agreement (as amended, the “Agreement”) between Borrower and Silicon Valley Bank (“Bank”) as follows for the period ending _____________________________ (all capitalized terms used herein shall have the meaning set forth in the Agreement): Each Financed Receivable is an Eligible Account; Borrower is the owner with legal right to sell, transfer, assign and encumber such Financed Receivable; The correct amount is on the Advance Request and Invoice Transmittal and is not disputed; Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Advance Request and Invoice Transmittal date; Each Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; It reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; It has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; Bank has the right to endorse and/or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to cause a Material Adverse Change. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change. Borrower has good title to the Collateral, free of Liens except Permitted Liens. All inventory is in all material respects of good and marketable quality, free from material defects. Borrower is not an “investment company” or a company “controlled” by an “investment company” under the Investment Company Act of 1940, as amended. Neither Borrower nor any of its Subsidiaries is a “holding company” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company” as each term is defined and used in the Public Utility Holding Company Act of 2005. Borrower is not engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of Governors). Borrower has complied in all material respects with the Federal Fair Labor Standards Act. Borrower has not violated any laws, ordinances or rules, the violation of which could reasonably be expected to cause a Material Adverse Change. None of Borrower's or any Subsidiary's properties or assets has been used by Borrower or any Subsidiary or, to the best of Borrower's knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than legally. Borrower and each Subsidiary has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith with adequate reserves under GAAP. Borrower and each Subsidiary has obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all government authorities that are necessary to continue its business as currently conducted except where the failure to obtain or make such consents, declarations, notices or filings would not reasonably be expected to cause a Material Adverse Change. Borrower is in compliance with the financial covenant set forth in Section 6.7 of the Agreement. All other representations and warranties in the Agreement are true and correct in all material respects on this date, and Borrower represents that there is no existing Event of Default.

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. [remainder of page intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: PICIS, INC. By: /s/ R. SCOTT LENTZ --------------------------- ------------------------------------- Name: R. Scott Lentz TitleScotx Xxxxx Xxxle: Xxxxxxxxx Secretary, CFO PICIS US, INC., FORMERLY KNOWN AS MXXXXXX XXXXEMS XX XXXXXXX SYSTEMS MANAGEMENT, INC. By: /s/ R. SCOTT LENTZ --------------------------- ------------------------------------- Name: R. Scott Lentz TitleScotx Xxxxx Xxxle: Xxxxxxxxx Secretary, Treasurer PICIS (WISCONSIN), INC. ByXx: /s/ R. XXXXX XXXXX --------------------------- /x/ X. SCOTT LENTZ ------------------------------------- Name: R. Scott Lentz TitleScotx Xxxxx Xxxle: Xxxxxxxxx Vice President, Secretary, Treasurer IBEX HEALTHDATA SYSTEMSHEALXXXXXX XXXXEMS, INC. By: /x/ X. XXXXX /s/ R. SCOTT LENTZ --------------------------- ------------------------------------- Name: R. Scott Lentz TitleScotx Xxxxx Xxxle: Xxxxxxxxx Secretary BANK: SILICON VALLEY BANK, d/b/a SILXXXX XXXXXX SIXXXXX XXXXXY EAST By: /s/ DAVID G. RODRIGUEZ --------------------------- [illegible signature] ------------------------------------- Name: David G. Rodrigxxx XxxxxTitle: Xxxx Xxesident SECOND Vice President FOURTH LOAN MODIFICATION AGREEMENT This Second Fourth Loan Modification Agreement (this "Loan Modification AgreementLOAN MODIFICATION AGREEMENT') is entered into as of June __29, 20052006, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan proxxxxxxx xxxxxx xxxxxxx xx Xxx Xxxxxx Xxxxxxxxx Xark, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business xxxxx xxx xxxx "Xxxxxxx Xxxxxx Xxxx" ("XxxxXXXX") xxx XICIS, INC., a Delaware corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS US, XXX., XXXXXXXX XXXXX XX XXXXXXX XXXXXXX XXXXXXXXXX, XXX., a Massachusetts corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, and PICIS (WISXXXXXXXXXXXXXXX), XXX. x Xxxxxxxxx xxxxxxxxxxx xxxx xxxxxxx xx 000 xt 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, and IBEX HXXXXXXXXX XXXXXXX, XXX., x Xxxxxxxx xxxxxxxxxxx xxxx xxxices at 5600 North River Road, Rosemont, Illinois 60018 01880 (jointly and severalxxanx xxxxxxxxx, xxxxxxxxxxxx xxx xxxxxxxxxxxx, "XxxxxxxxXXXXXXXX").

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. [remainder of page intentionally left blank] This Fifth Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: PICIS, INC. By: /s/ R. SCOTT LENTZ --------------------------- Scott Lentz ------------------------------------ Name: R. Scott Lentz TitleS. Lenxx Xxxxx: Xxxxxxxxx PICIS US, INC., FORMERLY KNOWN AS MXXXXXX XXXXEMS MANAGEMENT, INC. By: /s/ R. SCOTT LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx Xhief Financial Officer PICIS (WISCONSIN), INC. ByXx: /s/ /x/ R. XXXXX XXXXX --------------------------- Scott Lentz ------------------------------------ Name: R. Scott Lentz TitleS. Lenxx Xxxxx: Xxxxxxxxx IBEX HEALTHDATA SYSTEMS, INC. By: /x/ X. XXXXX LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx Xhief Financial Officer BANK: SILICON VALLEY BANKBXXX, dx/bx/a SILXXXX XXXXXX x SILICON VALLEY EAST By: /s/ DAVID G. RODRIGUEZ --------------------------- Jay T. Tracy ------------------------------------ Name: David G. Rodrigxxx Jay T. Txxxx Xxxxx: Xxxx Xxesident SECOND Vice President SIXTH LOAN MODIFICATION AGREEMENT This Second Sixth Loan Modification Agreement (this "Loan Modification AgreementLOAN MODIFICATION AGREEMENT') is entered into as of June __September 29, 20052006, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan proxxxxxxx xxxxxx xxxxxxx xx Xxx Xxxxxx Xxxxxxxxx Xark, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business xxxxx xxx xxxx "Xxxxxxx Xxxxxx Xxxx" ("XxxxXXXX") xxx XICIS, INC., a Delaware corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS US, XXX., XXXXXXXX XXXXX XX XXXXXXX XXXXXXX XXXXXXXXXX, XXX., a Massachusetts corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, and PICIS (WISXXXXXXXXXXXXXXX), XXX. x Xxxxxxxxx xxxxxxxxxxx xxxx xxxxxxx xx 000 xt 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, and IBEX HXXXXXXXXX XXXXXXX, XXX., x Xxxxxxxx xxxxxxxxxxx xxxx xxxices at 5600 North River Road, Rosemont, Illinois 60018 01880 (jointly and severalxxanx xxxxxxxxx, xxxxxxxxxxxx xxx xxxxxxxxxxxx, "XxxxxxxxXXXXXXXX").

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). [remainder of page intentionally left blankTHE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: PICISBANK: MOMENTA PHARMACEUTICALS, INC. SILICON VALLEY BANK, doing business as SILICON VALLEY EAST By: /s/ Xxxxxxx X. Xxxx By: /s/ R. SCOTT LENTZ --------------------------- Xxxxx Xxxxx ------------------- ------------------ Name: Xxxxxxx X. Xxxx Name: R. Scott Lentz Xxxxx Xxxxx --------------- -------------- Title: Xxxxxxxxx PICIS US, INC., FORMERLY KNOWN AS MXXXXXX XXXXEMS MANAGEMENT, INC. Vice President and Chief Financial Officer Title: Vice President ------------------------------------------ -------------- SILICON VALLEY BANK By: /s/ R. SCOTT LENTZ --------------------------- [illegible] ----------- Name: R. Scott Lentz [illegible] ----------- Title: Xxxxxxxxx PICIS Loan Ops Supervisor ------------------- (WISCONSIN)signed in Santa Xxxxx County, INCCalifornia) EXHIBIT A The Collateral consists of all of Borrower's right, title and interest in and to the following: 1. By: /s/ R. XXXXX XXXXX --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx IBEX HEALTHDATA SYSTEMSEach item of equipment, INC. By: /x/ X. XXXXX LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx BANK: SILICON VALLEY BANKor personal property financed with a "Equipment Advance" pursuant to that certain Loan and Security Agreement, d/b/a SILXXXX XXXXXX EAST By: /s/ DAVID G. RODRIGUEZ --------------------------- Name: David G. Rodrigxxx Xxxxx: Xxxx Xxesident SECOND LOAN MODIFICATION AGREEMENT This Second Loan Modification Agreement dated as of December 27, 2002 (this the "Loan Modification Agreement') is entered into as of June __, 2005"), by and between SILICON VALLEY BANKBorrower and Bank, a California-chartered bankincluding, without limitation, the property described in ANNEX A hereto, whether now owned or hereafter acquired, together with its principal place all substitutions, renewals or replacements of business at 3003 Tasman Driveand additions, Santa Clara, California 95054 and with a loan proxxxxxxx xxxxxx xxxxxxx xx Xxx Xxxxxx Xxxxxxxxx Xark, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business xxxxx xxx xxxx "Xxxxxxx Xxxxxx Xxxx" ("Xxxx") xxx XICIS, INC., a Delaware corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS US, XXX., XXXXXXXX XXXXX XX XXXXXXX XXXXXXX XXXXXXXXXX, XXX., a Massachusetts corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS (WISXXXXXX), XXX. x Xxxxxxxxx xxxxxxxxxxx xxxx xxxxxxx xx 000 Quannapowitt Parkway, Wakefield, Massachusetts 01880improvements, and IBEX HXXXXXXXXX XXXXXXXaccessions to any and all of the foregoing, XXXand all proceeds from sales, renewals, releases or other dispositions thereof. 2. All Borrower's books relating to the foregoing and any and all claims, x Xxxxxxxx xxxxxxxxxxx xxxx xxxices at 5600 North River Roadrights and interest in any of the above and all substitutions for, Rosemontadditions, Illinois 60018 (jointly attachments, accessories, accessions and severalxximprovements to and replacements, xxxxxxxxxxxx xxx xxxxxxxxxxxxproducts, "Xxxxxxxx")proceeds and insurance proceeds of any or all of the foregoing.

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). [The remainder of this page is intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: PICISBANK: CRITICAL THERAPEUTICS, INC. SILICON VALLEY BANK, doing business as SILICON VALLEY EAST By: /s/ Edith Estabrook By: /s/ R. SCOTT LENTZ --------------------------- Bryan Jadot ---------------------------- ---------------------------------- Name: Edith Estabrook Name: R. Scott Lentz Bryan Jadot Title: Dxxxxxxx, Xxxxxxions Title: Vice Xxxxxxxxx PICIS US, INC., FORMERLY KNOWN AS MXXXXXX XXXXEMS MANAGEMENT, INC. SILICON VALLEY BANK By: /s/ R. SCOTT LENTZ --------------------------- Maggie Garcia ---------------------------------- Name: R. Scott Lentz Maggie Garcia Title: Xxxxxxxxx PICIS Loxx Xxxxx. Xxxm Leader (WISCONSIN)signed in Santa Clara County, INC. By: /s/ R. XXXXX XXXXX --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx IBEX HEALTHDATA SYSTEMS, INC. By: /x/ X. XXXXX LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx BANK: SILICON VALLEY BANK, d/b/a SILXXXX XXXXXX EAST By: /s/ DAVID G. RODRIGUEZ --------------------------- Name: David G. Rodrigxxx Xxxxx: Xxxx Xxesident Califoxxxx) SECOND LOAN MODIFICATION AGREEMENT This Second Loan Modification Agreement (this "Loan Modification Agreement'") is entered into as of June __April 10, 20052003, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan proxxxxxxx prodxxxxxx xxxxxx xxxxxxx xx Xxx Xxxxxx Xxxxxxxxx XarkXxrk, Suite 200, 2221 Washington Street, Newton, Massachusetts Masxxxxxxetts 02462, doing business xxxxx uxxxx xxx xxxx "Xxxxxxx Xxxxxx Xxxx" ("Xxxx") xxx XICISXXITICAL THERAPEUTICS, INC., a Delaware corporation with offices its chief executive office located at 100 Quannapowitt Parkway675 Massachusetts Avenue, Wakefield14th Floor, Cambridge, Massachusetts 01880, PICIS US, XXX., XXXXXXXX XXXXX XX XXXXXXX XXXXXXX XXXXXXXXXX, XXX., a Massachusetts corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS 02139 (WISXXXXXX), XXX. x Xxxxxxxxx xxxxxxxxxxx xxxx xxxxxxx xx 000 Quannapowitt Parkway, Wakefield, Massachusetts 01880, and IBEX HXXXXXXXXX XXXXXXX, XXX., x Xxxxxxxx xxxxxxxxxxx xxxx xxxices at 5600 North River Road, Rosemont, Illinois 60018 (jointly and severalxx, xxxxxxxxxxxx xxx xxxxxxxxxxxx, "Xxxxxxxx").

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. [remainder of page intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: PICISBANK: ATHENAHEALTH, INC. By: /s/ R. SCOTT LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx PICIS US, INC., FORMERLY KNOWN AS MXXXXXX XXXXEMS MANAGEMENT, INC. By: /s/ R. SCOTT LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx PICIS (WISCONSIN), INC. By: /s/ R. XXXXX XXXXX --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx IBEX HEALTHDATA SYSTEMS, INC. By: /x/ X. XXXXX LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx BANK: SILICON VALLEY BANK, d/b/a SILXXXX XXXXXX EAST By: /s/ DAVID G. RODRIGUEZ --------------------------- Xxxxxxxx Xxxx By: /s/ Xxxxx Xxxxx --------------------------------- ------------------------------------ Name: David G. Rodrigxxx XxxxxXxxxxxxx Xxxx Name: Xxxx Xxesident SECOND Xxxxx Xxxxx Title: President & CEO Title: RM PATENT APPLICATIONS PATENT DOCKET APPLICATION FILING DESCRIPTION NO. COUNTRY NUMBER DATE STATUS ----------- ------ ------- ----------- ------- ------- "Method for Sharing of Medical Information" USA 60/818,181 6/30/06 Pending Automated Installation and Configuration of USA 60/832,073 7/20/06 Pending Medical Practice Management Systems" "Medical Image Annotation" USA 11/514,469 9/1/06 Pending TRADEMARKS (INCLUDING BUT NOT LIMITED TO) TRADEMARK REGISTRATION REG. DESCRIPTION COUNTRY DATE NO. STATUS ----------- ------- ------------- ------- ------ ATHENAHEALTH** USA July 15, 2003 2737212 Active athenaClinicals None Payerview None ** Originally XXXXXXXXXXXX.XXX TRADEMARK APPLICATIONS TRADEMARK DATE SERIAL DESCRIPTION FILED NUMBER ----------- ------- -------- "RUN A PRACTICE NOT AN OBSTACLE COURSE" 6/12/06 78905735 OLIVE BRANCH (DESIGN) 1/30/06 78802459 NINTH LOAN MODIFICATION AGREEMENT This Second Ninth Loan Modification Agreement (this "Loan Modification Agreement'") is entered into as of June __January 29, 20052007, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive0000 Xxxxxx Xxxxx, Santa ClaraXxxxx Xxxxx, California 95054 Xxxxxxxxxx 00000 and with a loan proxxxxxxx xxxxxx xxxxxxx xx Xxx Xxxxxx Xxxxxxxxx Xarkproduction office located at One Newton Executive Park, Suite 200, 2221 Washington Street0000 Xxxxxxxxxx Xxxxxx, NewtonXxxxxx, Massachusetts 02462, doing business xxxxx xxx xxxx "Xxxxxxx Xxxxxx Xxxx" Xxxxxxxxxxxxx 00000 ("XxxxBank") xxx XICISand ATHENAHEALTH, INC., a Delaware corporation with offices its chief executive office located at 100 Quannapowitt Parkway000 Xxxxxxx Xxxxxx, WakefieldXxxxxxxxx, Massachusetts 01880, PICIS US, XXX., XXXXXXXX XXXXX XX XXXXXXX XXXXXXX XXXXXXXXXX, XXX., a Massachusetts corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS Xxxxxxxxxxxxx 00000 (WISXXXXXX), XXX. x Xxxxxxxxx xxxxxxxxxxx xxxx xxxxxxx xx 000 Quannapowitt Parkway, Wakefield, Massachusetts 01880, and IBEX HXXXXXXXXX XXXXXXX, XXX., x Xxxxxxxx xxxxxxxxxxx xxxx xxxices at 5600 North River Road, Rosemont, Illinois 60018 (jointly and severalxx, xxxxxxxxxxxx xxx xxxxxxxxxxxx, "XxxxxxxxBorrower").

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). [remainder of page intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: PICIS, INC. By: /s/ R. SCOTT LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx PICIS US, INC., FORMERLY KNOWN AS MXXXXXX XXXXEMS MANAGEMENT, INC. By: /s/ R. SCOTT LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx PICIS (WISCONSIN), INC. By: /s/ R. XXXXX XXXXX --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx IBEX HEALTHDATA SYSTEMS, INC. By: /x/ X. XXXXX LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx BANK: PHASE FORWARD INCORPORATED SILICON VALLEY BANK, d/b/a SILXXXX XXXXXX doing business as SILICON VALLEY EAST By: /s/ DAVID William G. RODRIGUEZ --------------------------- Porter By: /s/ Jack Gaziano -------------------------- ---------------------------------------- Name: David William G. Rodrigxxx XxxxxPorter Name: Xxxx Xxesident SECOND Jack Gaziano Title: Vice Presidenx, Xxxxxxx Xitle: SVP Phxxx Xxxxxxx Incorporated SILICON VALLEY BANK By: /s/ Maggie Garcia ---------------------------------------- Name: Maggie Garcia Title: AVP (Signed in Santa Clara County, California) The undersigned, PHASE FORWARD SECURXXXXX CORPORATION, ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unlimited Guaranty dated May 3, 1999 (the "Guaranty") and acknowledges, confirms and agrees that the Guaranty shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement, or any other documents, instruments and/or agreements executed and/or delivered in connection herewith. PHASE FORWARD SECURITIES CORPORATION By: /s/ John J. Schickling ---------------------------------------- Name: John J. Schickling Title: Treasurxx THIRD LOAN MODIFICATION AGREEMENT This Second Third Loan Modification Agreement (this "Loan Modification Agreement') is entered into as of June __March 31, 20052003, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan proxxxxxxx prodxxxxxx xxxxxx xxxxxxx xx Xxx Xxxxxx Xxxxxxxxx XarkXxrk, Suite 200, 2221 200,2221 Washington Street, Newton, Massachusetts 02462, doing business xxxxx under xxx xxxx "Xxxxxxx Xxxxxx Xxxx" ("Xxxx") xxx XICIS, INC.XXASE FORWARD INCORPORATED, a Delaware corporation with offices its principal place of business at 100 Quannapowitt Parkway1440 Main Street, WakefieldWaltham, Massachusetts 01880, PICIS US, XXX., XXXXXXXX XXXXX XX XXXXXXX XXXXXXX XXXXXXXXXX, XXX., a Massachusetts corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS 02451 (WISXXXXXX), XXX. x Xxxxxxxxx xxxxxxxxxxx xxxx xxxxxxx xx 000 Quannapowitt Parkway, Wakefield, Massachusetts 01880, and IBEX HXXXXXXXXX XXXXXXX, XXX., x Xxxxxxxx xxxxxxxxxxx xxxx xxxices at 5600 North River Road, Rosemont, Illinois 60018 (jointly and severalxx, xxxxxxxxxxxx xxx xxxxxxxxxxxx, "XxxxxxxxBorrower").

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). [The remainder of this page is intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: PICISBANK: BOTTOMLINE TECHNOLOGIES (de), INC. Inc. SILICON VALLEY BANK, doing business as SILICON VALLEY EAST By: /s/ R. SCOTT LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx PICIS US, INC., FORMERLY KNOWN AS MXXXXXX XXXXEMS MANAGEMENT, INC. Xxxxxx X. Xxxxxx By: /s/ R. SCOTT LENTZ --------------------------- Xxxxxxx X. Xxxx -------------------------------------- ----------------------------- Name: R. Scott Lentz Xxxxxx X. Xxxxxx Name: /s/ Xxxxxxx X. Xxxx ------------------------------------ --------------------------- Title: Xxxxxxxxx PICIS EVP, COO & CFO Title: /s/ Vice President ----------------------------------- -------------------------- SILICON VALLEY BANK By: /s/ Xxxxxxxx Xxxxxxxx ---------------------------- Name: /s/ Xxxxxxxx Xxxxxxxx --------------------------- Title: /s/ AVP -------------------------- (WISCONSINsigned in Santa Xxxxx County, California) EXHIBIT A COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: BOTTOMLINE TECHNOLOGIES (de), INC. By: /s/ R. XXXXX XXXXX --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx IBEX HEALTHDATA SYSTEMSThe undersigned authorized officer of BOTTOMLINE TECHNOLOGIES (de), INC. Bycertifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the "Agreement"), (i) Borrower is in complete compliance for the period ending _________________ with all required covenants except as noted below and (ii) all representations and warranties in the Agreement are true and correct in all material respects on this date. Attached are the required documents supporting the certification. The Officer certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Please indicate compliance status by circling Yes/No under "Complies" column. REPORTING COVENANT REQUIRED COMPLIES Monthly financial statements with CC Quarterly within 30 days Yes No Monthly within 30 days Yes No (when Advances outstanding) Annual (CPA Audited) FYE within 90 days Yes No 10-Q, 10-K and 8-K Within 10 days after filing with SEC Yes No BBC A/R Agings Quarterly within 30 days Yes No Monthly within 30 days (when Advances outstanding) Yes No FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES Maintain on a Monthly Basis: /x/ Minimum Adjusted Quick Ratio 2.0:1.0 ___:1.0 Yes No Profitability (net loss/min profit) $_*____ $______ Yes No *See Loan and Security Agreement Comments Regarding Exceptions: See Attached. BANK USE ONLY Sincerely, Received by: -------------------- AUTHORIZED SIGNER ---------------------------- SIGNATURE Date: --------------------------- --------------------------- Verified: TITLE ----------------------- AUTHORIZED SIGNER --------------------------- Date: DATE --------------------------- BOTTOMLINE TECHNOLOGIES (de), INC. SECRETARY'S CERTIFICATE I, Xxxxxx X. XXXXX LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx BANK: SILICON VALLEY BANKXxxxxx, d/b/in my capacity as Secretary of Bottomline Technologies (de), Inc., a SILXXXX XXXXXX EAST By: /s/ DAVID G. RODRIGUEZ --------------------------- Name: David G. Rodrigxxx Xxxxx: Xxxx Xxesident SECOND LOAN MODIFICATION AGREEMENT This Second Delaware corporation (the "Company"), acting in connection with the First Loan Modification Agreement dated as of December 31, 2002 between the Company and Silicon Valley Bank (this the "Loan Modification Agreement') "), hereby certify that I am the duly elected and acting Secretary of the Company, and further certify as follows: 1. The following persons are the duly elected officers of the Company occupying the offices set forth opposite their respective names, each such officer is entered into authorized to execute on behalf of the Company the Loan Agreement and all agreements and documents contemplated thereby, and the signature set forth opposite each such officer's respective name is his true signature. Name Office Signature Xxxxxx X. Xxxxxx Executive Vice President, /s/ Xxxxxx X. Xxxxxx Chief Operating Officer, -------------------- Chief Financial Officer and Secretary Dated as of June __December 31, 20052002. /s/ Xxxxxx X. Xxxxxx -------------------- Xxxxxx X. Xxxxxx, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan proxxxxxxx xxxxxx xxxxxxx xx Xxx Xxxxxx Xxxxxxxxx Xark, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business xxxxx xxx xxxx "Xxxxxxx Xxxxxx Xxxx" Secretary PERFECTION CERTIFICATE OF BOTTOMLINE TECHNOLOGIES ("Xxxx") xxx XICISde), INC.. The undersigned, Xxxxxx X. Xxxxxx of Bottomline Technologies (de), Inc., a Delaware corporation with offices at 100 Quannapowitt Parkway000 Xxxxxxxxx Xxxxx, WakefieldXxxxxxxxxx, Massachusetts 01880, PICIS US, XXX., XXXXXXXX XXXXX XX XXXXXXX XXXXXXX XXXXXXXXXX, XXX., a Massachusetts corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS Xxx Xxxxxxxxx 00000 (WISXXXXXXthe "Company"), XXX. x Xxxxxxxxx xxxxxxxxxxx xxxx xxxxxxx xx 000 Quannapowitt Parkwayhereby certifies with reference to the First Loan Modification Agreement between the Company and SILICON VALLEY BANK (the "Bank") dated December 31, Wakefield2002, Massachusetts 01880as modifying that certain Loan and Security Agreement dated as of December 28, 2001 between the Company and IBEX HXXXXXXXXX XXXXXXXthe Bank (terms defined therein being used herein as therein defined), XXX.to the Bank as follows (for purposes of this Perfection Certificate, x Xxxxxxxx xxxxxxxxxxx xxxx xxxices at 5600 North River Road, Rosemont, Illinois 60018 (jointly and severalxx, xxxxxxxxxxxx xxx xxxxxxxxxxxx, those questions for which no response is completed shall be deemed to read "XxxxxxxxNone").):

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). [remainder of page intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: PICISBANK: CENTRA SOFTWARE, INC. By: /s/ R. SCOTT LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx PICIS US, INC., FORMERLY KNOWN AS MXXXXXX XXXXEMS MANAGEMENT, INC. By: /s/ R. SCOTT LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx PICIS (WISCONSIN), INC. By: /s/ R. XXXXX XXXXX --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx IBEX HEALTHDATA SYSTEMS, INC. By: /x/ X. XXXXX LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx BANK: SILICON VALLEY BANK, d/b/a SILXXXX XXXXXX doing business as SILICON VALLEY EAST By: /s/ DAVID G. RODRIGUEZ --------------------------- Xxxxxxx X. Xxxxxxx By: /s/Xxxxxx Tsho ---------------------------------- --------------------------------- Name: David G. Rodrigxxx XxxxxXXXXXXX X. XXXXXXX Name: Xxxx Xxesident SECOND XXXXXX TSHO -------------------------------- ------------------------------- Title: DIRECTOR OF FINANCE AND ADMIN. Title: VICE PRESIDENT ------------------------------- ------------------------------ SILICON VALLEY BANK By: /s/Xxxxxxxx X. Xxxxxxxx --------------------------------- Name: XXXXXXXX X. XXXXXXXX ------------------------------- Title: ASST. VICE PRESIDENT ------------------------------ (Signed at Santa Xxxxx County, CA) FIRST LOAN MODIFICATION AGREEMENT This Second First Loan Modification Agreement (this "Loan Modification Agreement') is entered into as of June __December 30, 20051998, by and between CENTRA SOFTWARE, INC., a Delaware corporation with its principal place of business at 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 ("Borrower") and SILICON VALLEY BANK, BANK a California-chartered bankbank ("Bank"), with its principal place of business at 3003 Tasman Drive0000 Xxxxxx Xxxxx, Santa ClaraXxxxx Xxxxx, California 95054 XX 00000 and with a loan proxxxxxxx xxxxxx xxxxxxx xx Xxx production office located at Wellesley Office Park, 00 Xxxxxxx Xxxxxx Xxxxxxxxx XarkSuite 350, Suite 200Wellesley, 2221 Washington Street, Newton, Massachusetts 02462MA 02481, doing business xxxxx xxx xxxx under the name "Xxxxxxx Xxxxxx Xxxx" (Silicon Valley East"Xxxx") xxx XICIS, INC., a Delaware corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS US, XXX., XXXXXXXX XXXXX XX XXXXXXX XXXXXXX XXXXXXXXXX, XXX., a Massachusetts corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS (WISXXXXXX), XXX. x Xxxxxxxxx xxxxxxxxxxx xxxx xxxxxxx xx 000 Quannapowitt Parkway, Wakefield, Massachusetts 01880, and IBEX HXXXXXXXXX XXXXXXX, XXX., x Xxxxxxxx xxxxxxxxxxx xxxx xxxices at 5600 North River Road, Rosemont, Illinois 60018 (jointly and severalxx, xxxxxxxxxxxx xxx xxxxxxxxxxxx, "Xxxxxxxx").

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. [The remainder of this page is intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: PICIS, INCBANK: ARCHEMIX CORP. SILICON VALLEY BANK By: /s/ R. SCOTT LENTZ --------------------------- Xxxxx Xxxxxx By: --------------------------------- ------------------------------------ Name: R. Scott Lentz Xxxxx Xxxxxx Name: ------------------------------- ---------------------------------- Title: Xxxxxxxxx PICIS USCFO, INC.VP, FORMERLY KNOWN AS MXXXXXX XXXXEMS MANAGEMENT, INCSecretary Title: ------------------------------ --------------------------------- This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: BANK: ARCHEMIX CORP. SILICON VALLEY BANK By: By: /s/ R. SCOTT LENTZ --------------------------- Xxxxxxxxxx X. Xxxxxxx --------------------------------- ------------------------------------ Name: R. Scott Lentz Name: Xxxxxxxxxx X. Xxxxxxx ------------------------------- ---------------------------------- Title: Xxxxxxxxx PICIS (WISCONSIN), INC. By: /s/ R. XXXXX XXXXX --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx IBEX HEALTHDATA SYSTEMSVP ------------------------------ --------------------------------- SCHEDULE 1 The location of Borrower's chief executive office and the Borrower's mailing address is 000 Xxxxx Xxxxxx, INCXxxxxxxxx, Xxxxxxxxxxxxx 00000. By: /x/ X. XXXXX LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx BANK: SILICON VALLEY BANK, d/b/a SILXXXX XXXXXX EAST By: /s/ DAVID G. RODRIGUEZ --------------------------- Name: David G. Rodrigxxx Xxxxx: Xxxx Xxesident SECOND LOAN MODIFICATION AGREEMENT This Second Loan Modification Agreement (this "Loan Modification Agreement'") is entered into as of June __December 22, 20052006, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive0000 Xxxxxx Xxxxx, Santa ClaraXxxxx Xxxxx, California 95054 Xxxxxxxxxx 00000 and with a loan proxxxxxxx xxxxxx xxxxxxx xx Xxx production office located at One Xxxxxx Xxxxxxxxx XarkExecutive Park, Suite 200, 2221 Washington Street0000 Xxxxxxxxxx Xxxxxx, NewtonXxxxxx, Massachusetts 02462, doing business xxxxx xxx xxxx "Xxxxxxx Xxxxxx Xxxx" Xxxxxxxxxxxxx 00000 ("XxxxBank") xxx XICIS, INCand ARCHEMIX CORP., a Delaware corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS US, XXX., XXXXXXXX XXXXX XX XXXXXXX XXXXXXX XXXXXXXXXX, XXX., a Massachusetts corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS (WISXXXXXX), XXX. x Xxxxxxxxx xxxxxxxxxxx xxxx xxxxxxx xx 000 Quannapowitt Parkway, Wakefield, Massachusetts 01880, and IBEX HXXXXXXXXX XXXXXXX, XXX., x Xxxxxxxx xxxxxxxxxxx xxxx xxxices at 5600 North River Road, Rosemont, Illinois 60018 (jointly and severalxx, xxxxxxxxxxxx xxx xxxxxxxxxxxx, "XxxxxxxxBorrower").

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. [remainder of page intentionally left blank] This Fourth Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: PICIS, INC. By: /s/ R. SCOTT LENTZ --------------------------- Name: R. Scott Lentz TitleTitxx: Xxxxxxxxx Xxxxx Financial Officer PICIS US, INC., FORMERLY KNOWN AS MXXXXXX XXXXEMS MANAGEMENT(WISCONSIN), INC. ByXx: /s/ R. SCOTT LENTZ --------------------------- Name: R. Scott Lentz TitleTitxx: Xxxxxxxxx PICIS (WISCONSIN)Xxxx Xresident, INC. By: /s/ R. XXXXX XXXXX --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx IBEX HEALTHDATA SYSTEMS, INC. By: /x/ X. XXXXX LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx Treasurer BANK: SILICON VALLXX XXXX, X/B/A SILICON VALLEY BANK, d/b/a SILXXXX XXXXXX EAST By: /s/ DAVID G. RODRIGUEZ [Illegible Signature] --------------------------- Name: David G. Rodrigxxx XxxxxTitle: Xxxx Xxesident SECOND Senior Vice President FIFTH LOAN MODIFICATION AGREEMENT This Second Fifth Loan Modification Agreement (this "Loan Modification Agreement'LOAN MODIFICATION AGREEMENT") is entered into as of June __August 17, 20052006, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan proxxxxxxx xxxxxx xxxxxxx xx Xxx Xxxxxx Xxxxxxxxx Xark, Suite 200, 2221 Washington Street, Newton, Massachusetts Maxxxxxxsetts 02462, doing business xxxxx xxx xxxx "Xxxxxxx Xxxxxx Xxxx" ("XxxxXXXX") xxx XICIS, INC., a Delaware corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS US, XXX., XXXXXXXX XXXXX XX XXXXXXX XXXXXXX XXXXXXXXXX, XXX., a Massachusetts corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, and PICIS (WISXXXXXXXXXXXXXXX), XXX. x Xxxxxxxxx xxxxxxxxxxx xxxx xxxxxxx xx 000 xt 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, and IBEX HXXXXXXXXX XXXXXXX, XXX., x Xxxxxxxx xxxxxxxxxxx xxxx xxxices at 5600 North River Road, Rosemont, Illinois 60018 01880 (jointly and severalxxanx xxxxxxxxx, xxxxxxxxxxxx xxx xxxxxxxxxxxx, "XxxxxxxxXXXXXXXX").

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. [remainder of page intentionally left blank] This Fifth Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: PICIS, INC. By: /s/ R. SCOTT LENTZ --------------------------- Scott Lentz ---------------------------------- Name: R. Scott Lentz TitleLenxx Xxxxx: Xxxxxxxxx PICIS US, INC., FORMERLY KNOWN AS MXXXXXX XXXXEMS MANAGEMENT, INC. By: /s/ R. SCOTT LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx Xhief Financial Officer PICIS (WISCONSIN), INC. ByXx: /s/ R. XXXXX XXXXX --------------------------- /x/ X. Scott Lentz ---------------------------------- Name: R. Scott Lentz TitleLenxx Xxxxx: Xxxxxxxxx IBEX HEALTHDATA SYSTEMS, INC. By: /x/ X. XXXXX LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx Xreasurer BANK: SILICON VALLEY BANK, dD/bB/a SILXXXX XXXXXX A SIXXXXX XXXXXY EAST By: /s/ DAVID G. RODRIGUEZ --------------------------- Michael J. Tramack ---------------------------------- Name: David G. Rodrigxxx XxxxxMichaxx X. Xxxxxxx Xxxxe: Xxxx Xxesident SECOND Senior Vice President SEVENTH LOAN MODIFICATION AGREEMENT This Second Seventh Loan Modification Agreement (this "Loan Modification Agreement'LOAN MODIFICATION AGREEMENT") is entered into as of June __December 26, 20052006, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan proxxxxxxx xxxxxx xxxxxxx xx Xxx Xxxxxx Xxxxxxxxx Xark, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business xxxxx xxx xxxx "Xxxxxxx Xxxxxx Xxxx" ("XxxxXXXX") xxx XICIS, INC., a Delaware corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS US, XXX., XXXXXXXX XXXXX XX XXXXXXX XXXXXXX XXXXXXXXXX, XXX., a Massachusetts corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, and PICIS (WISXXXXXXXXXXXXXXX), XXX. x Xxxxxxxxx xxxxxxxxxxx xxxx xxxxxxx xx 000 xt 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, and IBEX HXXXXXXXXX XXXXXXX, XXX., x Xxxxxxxx xxxxxxxxxxx xxxx xxxices at 5600 North River Road, Rosemont, Illinois 60018 01880 (jointly and severalxxanx xxxxxxxxx, xxxxxxxxxxxx xxx xxxxxxxxxxxx, "XxxxxxxxXXXXXXXX").

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). [The remainder of this page is intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: PICISBANK: ONESOURCE INFORMATION SERVICES, INC. By: /s/ R. SCOTT LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx PICIS US, INC., FORMERLY KNOWN AS MXXXXXX XXXXEMS MANAGEMENT, INC. By: /s/ R. SCOTT LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx PICIS (WISCONSIN), INC. By: /s/ R. XXXXX XXXXX --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx IBEX HEALTHDATA SYSTEMS, INC. By: /x/ X. XXXXX LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx BANK: SILICON VALLEY BANK, d/b/a SILXXXX XXXXXX doing business as SILICON VALLEY EAST By: /s/ DAVID G. RODRIGUEZ --------------------------- Roy D. Landon By: /s/ Michael Tramack ---------------------------------- ------------------------------ Name: David G. Rodrigxxx XxxxxRoy D. Landon Name: Xxxx Xxesident SECOND Michael Tramack ---------------------------- Title: Senior Vice President and CFO Title: Vice President --------------------------- SILICON VALLEY BANK By: /s/ Maggie Garcia ------------------------------ Name: Maggie Garcie ---------------------------- Title: AVP --------------------------- (signed in Santa Clara County, Califorxxx) SCHEDULE 6 TO FIRST LOAN MODIFICATION AGREEMENT This Second Loan Modification Agreement (this "Loan Modification Agreement') is entered into BETWEEN SILICON VALLEY BANK AND ONESOURCE INFORMATION SERVICES The Perfection Certificate of OneSource Information Services, Inc. dated as of June __December 20, 20052002, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan proxxxxxxx xxxxxx xxxxxxx xx shall be amended as follows: 1. Delete the following addresses appearing in Section 2(d) thereof: 10 Presidents Landing Medford MA 400 Holger Xxx Xxxxxx Xxxxxxxxx Xark, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business Xxx Xxxx XX Xxx xxxxxt in lieu thereof thx xxxxxxxxx: 000 Xinter Street Waltham MA 2. Delete the following xxxxx xxx xxxxxxxxx xxx xxxx "xxxxxxxng in Section 2(e) thereof: Exodus 10 Presidents Landing Medford MA Exodus 000 Xxxxxx Xxx Xxx Jose CA Both are xxxxxxxx xxxxxxx xxxxxxxxxx xxx xxx xxxsite. And insert in lieu thereof the following: Cable & Wireless 580 Winter Street Waltham MA Hosting faxxxxxx xxx xxx xxxxxxx. 0. Xxxxxt the following location at the end of Section 3 (b): Cable & Wireless 580 Winter Street Waltham MA 4. Delete the followinx xxxx xxxxxxxxx xx Xxxxxxx Xxxxxx Xxxx" ("Xxxx"0(x) xxx XICIS, INCxxxxxxf: Both are computer hosting facilities for our website. And insert in lieu thereof the following: Computer hosting facilities for our website., a Delaware corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS US, XXX., XXXXXXXX XXXXX XX XXXXXXX XXXXXXX XXXXXXXXXX, XXX., a Massachusetts corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS (WISXXXXXX), XXX 5. x Xxxxxxxxx xxxxxxxxxxx xxxx xxxxxxx xx 000 Quannapowitt Parkway, Wakefield, Massachusetts 01880, Delete the following copyrights and IBEX HXXXXXXXXX XXXXXXX, XXX., x Xxxxxxxx xxxxxxxxxxx xxxx xxxices at 5600 North River Road, Rosemont, Illinois 60018 (jointly and severalxx, xxxxxxxxxxxx xxx xxxxxxxxxxxx, "Xxxxxxxx").registrations appearing in Section 6(a) thereof: CorpTech EXPLORE Database Pending CorpTech EXPLORE Database GOLD TX-5-338-499 And insert in lieu thereof the following: CorpTech EXPLORE Database TX-5-776-592 CorpTech EXPLORE Database GOLD TX-5-776-591 6. Delete the following list of software appearing in Section 6(b) thereof: NONE And insert in lieu thereof the following: AppLink Catalyst Module for Siebel Catalyst Module for Microsoft Word Catalyst Module for Microsoft Excel 7. Delete the following registered trademark appearing in Section 6(e) thereof:

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. [remainder of page intentionally left blank] This Fourth Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: PICIS, INC. By: /s/ R. SCOTT LENTZ --------------------------- Name: R. Scott Lentz TitleTitxx: Xxxxxxxxx Xxxxx Financial Officer PICIS US, INC., FORMERLY KNOWN AS MXXXXXX XXXXEMS MANAGEMENT(WISCONSIN), INC. ByXx: /s/ R. SCOTT LENTZ --------------------------- Name: R. Scott Lentz TitleTitxx: Xxxxxxxxx PICIS (WISCONSIN)Xxxx Xresident, INC. By: /s/ R. XXXXX XXXXX --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx IBEX HEALTHDATA SYSTEMS, INC. By: /x/ X. XXXXX LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx Treasurer BANK: SILICON VALLXX XXXX, X/B/A SILICON VALLEY BANK, d/b/a SILXXXX XXXXXX EAST By: /s/ DAVID G. RODRIGUEZ [Illegible Signature] --------------------------- Name: David G. Rodrigxxx XxxxxTitle: Xxxx Xxesident SECOND Senior Vice President FIFTH LOAN MODIFICATION AGREEMENT This Second Fifth Loan Modification Agreement (this "Loan Modification Agreement'LOAN MODIFICATION AGREEMENT") is entered into as of June __August 17, 20052006, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan proxxxxxxx xxxxxx xxxxxxx xx Xxx Xxxxxx Xxxxxxxxx Xark, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business xxxxx xxx xxxx "Xxxxxxx Xxxxxx Xxxx" ("XxxxXXXX") xxx XICIS, INC., a Delaware corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS US, XXX., XXXXXXXX XXXXX XX XXXXXXX XXXXXXX XXXXXXXXXX, XXX., a Massachusetts corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, and PICIS (WISXXXXXXXXXXXXXXX), XXX. x Xxxxxxxxx xxxxxxxxxxx xxxx xxxxxxx xx 000 xt 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, and IBEX HXXXXXXXXX XXXXXXX, XXX., x Xxxxxxxx xxxxxxxxxxx xxxx xxxices at 5600 North River Road, Rosemont, Illinois 60018 01880 (jointly and severalxxanx xxxxxxxxx, xxxxxxxxxxxx xxx xxxxxxxxxxxx, "XxxxxxxxXXXXXXXX").

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). [remainder of page intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: PICISBANK: CRITICAL THERAPEUTICS, INC. SILICON VALLEY BANK, doing business as SILICON VALLEY EAST By: /s/ Edith Estabrook By: /s/ R. SCOTT LENTZ --------------------------- Bryan Jadot ------------------------------- ---------------------------------- Name: Edith Estabrook Name: R. Scott Lentz Bryan Jadot Title: Dxxxxxxx, Xxxxxxions Title: Vice Xxxxxxxxx PICIS US, INC., FORMERLY KNOWN AS MXXXXXX XXXXEMS MANAGEMENT, INC. SILICON VALLEY BANK By: /s/ R. SCOTT LENTZ --------------------------- Maggie Garcia ---------------------------------- Name: R. Scott Lentz Maggie Garcia Title: Xxxxxxxxx PICIS AVX (WISCONSIN)signed in Santa Clara County, INC. By: /s/ R. XXXXX XXXXX --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx IBEX HEALTHDATA SYSTEMS, INC. By: /x/ X. XXXXX LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx BANK: SILICON VALLEY BANK, d/b/a SILXXXX XXXXXX EAST By: /s/ DAVID G. RODRIGUEZ --------------------------- Name: David G. Rodrigxxx Xxxxx: Xxxx Xxesident SECOND Californix) THIRD LOAN MODIFICATION AGREEMENT This Second Third Loan Modification Agreement (this "Loan Modification Agreement'") is entered into as of June __30, 20052004, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan proxxxxxxx prodxxxxxx xxxxxx xxxxxxx xx Xxx Xxxxxx Xxxxxxxxx XarkXxrk, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business xxxxx uxxxx xxx xxxx "Xxxxxxx Xxxxxx Xxxx" ("Xxxx") xxx XICISXXITICAL THERAPEUTICS, INC., a Delaware corporation with offices its chief executive office located at 100 Quannapowitt Parkway675 Massachusetts Avenue, Wakefield14th Floor, Cambridge, Massachusetts 01880, PICIS US, XXX., XXXXXXXX XXXXX XX XXXXXXX XXXXXXX XXXXXXXXXX, XXX., a Massachusetts corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS 02139 (WISXXXXXX), XXX. x Xxxxxxxxx xxxxxxxxxxx xxxx xxxxxxx xx 000 Quannapowitt Parkway, Wakefield, Massachusetts 01880, and IBEX HXXXXXXXXX XXXXXXX, XXX., x Xxxxxxxx xxxxxxxxxxx xxxx xxxices at 5600 North River Road, Rosemont, Illinois 60018 (jointly and severalxx, xxxxxxxxxxxx xxx xxxxxxxxxxxx, "Xxxxxxxx").

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank. [remainder of page intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: PICIS, INC. SPIRE CORPORATION By: /s/ R. SCOTT LENTZ --------------------------- Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx Name: R. Scott Lentz Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Chairman & CEO Title: CFO and Treasurer SPIRE SOLAR, INC By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx PICIS USName: Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Chairman & CEO Title: CFO and Treasurer SPIRE BIOMEDICAL,INC By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Chairman & CEO Title: CFO and Treasurer SPIRE SEMICONDUCTOR, LLC By: Spire Corporation, a Massachusetts corporation, its sole Member and Manager By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Chairman & CEO Title: CFO and Treasurer SILICON VALLEY BANK By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President I, an authorized officer of SPIRE CORPORATION, SPIRE SOLAR, INC., FORMERLY KNOWN AS MXXXXXX XXXXEMS MANAGEMENTSPIRE BIOMEDICAL, INC. By: /s/ R. SCOTT LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx PICIS (WISCONSIN)and SPIRE SEMICONDUCTOR, INC. By: /s/ R. XXXXX XXXXX --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx IBEX HEALTHDATA SYSTEMS, INC. By: /x/ X. XXXXX LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx BANK: SILICON VALLEY BANK, d/b/a SILXXXX XXXXXX EAST By: /s/ DAVID G. RODRIGUEZ --------------------------- Name: David G. Rodrigxxx Xxxxx: Xxxx Xxesident SECOND LOAN MODIFICATION AGREEMENT This Second Loan Modification Agreement (this "Loan Modification Agreement') is entered into as of June __, 2005, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan proxxxxxxx xxxxxx xxxxxxx xx Xxx Xxxxxx Xxxxxxxxx Xark, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business xxxxx xxx xxxx "Xxxxxxx Xxxxxx Xxxx" ("Xxxx") xxx XICIS, INC., a Delaware corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS US, XXX., XXXXXXXX XXXXX XX XXXXXXX XXXXXXX XXXXXXXXXX, XXX., a Massachusetts corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS (WISXXXXXX), XXX. x Xxxxxxxxx xxxxxxxxxxx xxxx xxxxxxx xx 000 Quannapowitt Parkway, Wakefield, Massachusetts 01880, and IBEX HXXXXXXXXX XXXXXXX, XXX., x Xxxxxxxx xxxxxxxxxxx xxxx xxxices at 5600 North River Road, Rosemont, Illinois 60018 LLC (jointly and severalxxseverally, xxxxxxxxxxxx xxx xxxxxxxxxxxxindividually and collectively, "Xxxxxxxx"“Borrower”) certify under the Second Amended and Restated Loan and Security Agreement (as amended, the “Agreement”) between Borrower and Silicon Valley Bank (“Bank”) as follows for the period ending _____________________________ (all capitalized terms used herein shall have the meaning set forth in the Agreement): Each Financed Receivable is an Eligible Account; Borrower is the owner with legal right to sell, transfer, assign and encumber such Financed Receivable; The correct amount is on the Advance Request and Invoice Transmittal and is not disputed; Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Advance Request and Invoice Transmittal date; Each Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens; There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount; It reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings; It has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing; Bank has the right to endorse and/or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading. Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to cause a Material Adverse Change. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change. Borrower has good title to the Collateral, free of Liens except Permitted Liens. All inventory is in all material respects of good and marketable quality, free from material defects. Borrower is not an “investment company” or a company “controlled” by an “investment company” under the Investment Company Act of 1940, as amended. Neither Borrower nor any of its Subsidiaries is a “holding company” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company” as each term is defined and used in the Public Utility Holding Company Act of 2005. Borrower is not engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of Governors). Borrower has complied in all material respects with the Federal Fair Labor Standards Act. Borrower has not violated any laws, ordinances or rules, the violation of which could reasonably be expected to cause a Material Adverse Change. None of Borrower's or any Subsidiary's properties or assets has been used by Borrower or any Subsidiary or, to the best of Borrower's knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than legally. Borrower and each Subsidiary has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith with adequate reserves under GAAP. Borrower and each Subsidiary has obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all government authorities that are necessary to continue its business as currently conducted except where the failure to obtain or make such consents, declarations, notices or filings would not reasonably be expected to cause a Material Adverse Change. Borrower is in compliance with the financial covenant set forth in Section 6.7 of the Agreement. All other representations and warranties in the Agreement are true and correct in all material respects on this date, and Borrower represents that there is no existing Event of Default.

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). [remainder of page intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: PICISBANK: SYNCHRONICITY, INC. By: /s/ R. SCOTT LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx PICIS US, INC., FORMERLY KNOWN AS MXXXXXX XXXXEMS MANAGEMENT, INC. By: /s/ R. SCOTT LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx PICIS (WISCONSIN), INC. By: /s/ R. XXXXX XXXXX --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx IBEX HEALTHDATA SYSTEMS, INC. By: /x/ X. XXXXX LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx BANK: SILICON VALLEY BANK, d/b/BANK doing business a SILXXXX XXXXXX as SILICON VALLEY EAST By: /s/ DAVID G. RODRIGUEZ --------------------------- Eugexx Xxxxxxxx By: ________________________________ __________________________________ Name: David G. Rodrigxxx Xxxxx________________________________ Name: Xxxx Xxesident SECOND ______________________________ Title: _______________________________ Title:______________________________ SILICON VALLEY BANK By: ________________________________ Name: ______________________________ Title:_______________________________ (signed in Santa Clarx County, California) CORPORATE RESOLUTIONS FOR AMENDING LOAN MODIFICATION AGREEMENT This Second Loan Modification Agreement (this "Loan Modification Agreement') is entered into as of June ARRANGEMENT ________________________, 2005, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place being the Clerk of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan proxxxxxxx xxxxxx xxxxxxx xx Xxx Xxxxxx Xxxxxxxxx Xark, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business xxxxx xxx xxxx "Xxxxxxx Xxxxxx Xxxx" ("Xxxx") xxx XICISSYNCHRONICITY, INC., a Delaware corporation with offices at 100 Quannapowitt Parkwayduly organized, Wakefield, Massachusetts 01880, PICIS US, XXX., XXXXXXXX XXXXX XX XXXXXXX XXXXXXX XXXXXXXXXX, XXX., a Massachusetts corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS (WISXXXXXX), XXX. x Xxxxxxxxx xxxxxxxxxxx xxxx xxxxxxx xx 000 Quannapowitt Parkway, Wakefield, Massachusetts 01880validly existing, and IBEX HXXXXXXXXX XXXXXXXin good standing under the laws of the Commonwealth of Massachusetts, XXXCERTIFIES that the following resolutions were adopted CHECK / / at a duly called and conducted meeting of the Directors of said corporation held on ________________________ at which a quorum was present and voting throughout. / / by the unanimous consent of the Directors of said corporation, the originals of which consents having been placed with the records of meetings of Directors of said corporation, and are in conformity with the Articles of incorporation and By-Laws of said corporation (each as amended to date) and that each of the following resolutions presently is in full force and effect without change: AMENDMENT OF LOAN ARRANGEMENT RESOLVED, That this corporation amend its loan arrangements) with Silicon Valley Bank (hereinafter, with any successor, the "Bank") in such manner as has been or is hereafter discussed and negotiated by and between the Bank on the one hand and any of the following, acting on behalf of this corporation, on the other: Insert title, only, if Persons to act on behalf of corporation have titles. otherwise, insert names. In connection with the foregoing, each of said officers and/or persons, acting as described above, is authorized to execute, seal, acknowledge, and deliver in the name of and on behalf of this corporation such instruments, documents, and papers which relate thereto as may be appropriate, each in such form and upon such terms as the officer(s) and/or person(s) so authorized determines, such execution and delivery to be conclusive of such officer'(s) and/or person' (s) authority so to act in the name of and on behalf of this corporation., x Xxxxxxxx xxxxxxxxxxx xxxx xxxices at 5600 North River Road, Rosemont, Illinois 60018 (jointly and severalxx, xxxxxxxxxxxx xxx xxxxxxxxxxxx, "Xxxxxxxx").

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). [The remainder of this page is intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: PICIS, INC. By: /s/ R. SCOTT LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx PICIS US, INC., FORMERLY KNOWN AS MXXXXXX XXXXEMS MANAGEMENT, INC. By: /s/ R. SCOTT LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx PICIS (WISCONSIN), INC. By: /s/ R. XXXXX XXXXX --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx IBEX HEALTHDATA SYSTEMS, INC. By: /x/ X. XXXXX LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx BANK: PHASE FORWARD INCORPORATED SILICON VALLEY BANK, d/b/a SILXXXX XXXXXX doing business as SILICON VALLEY EAST By: /s/ DAVID G. RODRIGUEZ --------------------------- John J. Schickling By: /s/ Michael Tramack ________________________________ ___________________________________ Name: David G. Rodrigxxx XxxxxJohn J. Schickling Name: Xxxx Xxesident SECOND Michael Tramack ______________________________ _________________________________ Title: Senior VP & CFO Title: Vice President _____________________________ ________________________________ SILICON VALLEY BANK By:___________________________________ Name:_________________________________ Title:________________________________ (signed in Santa Clara County, California) The undersigned, PHASE FORWARD SEXXXXXIES CORPORATION, ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unlimited Guaranty dated May 3, 1999 (the "Guaranty") and acknowledges, confirms and agrees that the Guaranty shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement, or any other documents, instruments and/or agreements executed and/or delivered in connection herewith. PHASE FORWARD SECURITIES CORPORATION By: /s/ John J. Schickling _________________________________________ Name: John J. Schickling Title: Treasurer FOURTH LOAN MODIFICATION AGREEMENT This Second Fourth Loan Modification Agreement (this "Loan Modification Agreement') is entered into as of June __February 27, 20052004, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan proxxxxxxx prodxxxxxx xxxxxx xxxxxxx xx Xxx Xxxxxx Xxxxxxxxx XarkXxrk, Suite 200, 2221 Washington Street, Newton, Massachusetts Masxxxxxxetts 02462, doing business xxxxx uxxxx xxx xxxx "Xxxxxxx Xxxxxx Xxxx" ("Xxxx") xxx XICIS, INC.XXASE FORWARD INCORPORATED, a Delaware corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS US, XXX., XXXXXXXX XXXXX XX XXXXXXX XXXXXXX XXXXXXXXXX, XXX., a Massachusetts corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS (WISXXXXXX), XXX. x Xxxxxxxxx xxxxxxxxxxx xxxx xxxxxxx xx 000 Quannapowitt Parkway, Wakefield, Massachusetts 01880, and IBEX HXXXXXXXXX XXXXXXX, XXX., x Xxxxxxxx xxxxxxxxxxx xxxx xxxices at 5600 North River Road, Rosemont, Illinois 60018 (jointly and severalxx, xxxxxxxxxxxx xxx xxxxxxxxxxxx, "XxxxxxxxBorrower").

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). [The remainder of this page is intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: PICIS, INC. By: /s/ R. SCOTT LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx PICIS US, INC., FORMERLY KNOWN AS MXXXXXX XXXXEMS MANAGEMENT, INC. By: /s/ R. SCOTT LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx PICIS (WISCONSIN), INC. By: /s/ R. XXXXX XXXXX --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx IBEX HEALTHDATA SYSTEMS, INC. By: /x/ X. XXXXX LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx BANK: PHASE FORWARD INCORPORATED SILICON VALLEY BANK, d/b/a SILXXXX XXXXXX doing business as SILICON VALLEY EAST By: /s/ DAVID William G. RODRIGUEZ --------------------------- Porter By: /s/ Michael Tromack ---------------------------- --------------------------------------- Name: David William G. Rodrigxxx XxxxxPorter Name: Xxxx Xxesident SECOND Michael Tromack Title: Vice Prexxxxxx, Xxxxxxx Title: Vice Prexxxxxx Phase Forward Incorporated SILICON VALLEY BANK By: /s/ Maggie Garcia --------------------------------------- Name: Maggie Garcia Title: AVP (signed in Santa Clara County, California) The undersigned, PHASE FORWARD SECURXXXXX CORPORATION, ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unlimited Guaranty dated May 3, 1999 (the "Guaranty") and acknowledges, confirms and agrees that the Guaranty shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement, or any other documents, instruments and/or agreements executed and/or delivered in connection herewith. PHASE FORWARD SECURITIES CORPORATION By: /s/ John J. Schickling --------------------------------------- Name: John J. Schickling Title: Treasuxxx FIRST LOAN MODIFICATION AGREEMENT This Second First Loan Modification Agreement (this "Loan Modification Agreement'") is entered into as of June __December 24, 20052002, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan proxxxxxxx prodxxxxxx xxxxxx xxxxxxx xx Xxx Xxxxxx Xxxxxxxxx XarkXxrk, Suite 200, 2221 Washington Street, Newton, Massachusetts Masxxxxxxetts 02462, doing business xxxxx uxxxx xxx xxxx "Xxxxxxx Xxxxxx Xxxx" ("Xxxx") xxx XICIS, INC.XXASE FORWARD INCORPORATED, a Delaware corporation with offices its principal place of business at 100 Quannapowitt Parkway1440 Main Street, WakefieldWaltham, Massachusetts 01880, PICIS US, XXX., XXXXXXXX XXXXX XX XXXXXXX XXXXXXX XXXXXXXXXX, XXX., a Massachusetts corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS 02451 (WISXXXXXX), XXX. x Xxxxxxxxx xxxxxxxxxxx xxxx xxxxxxx xx 000 Quannapowitt Parkway, Wakefield, Massachusetts 01880, and IBEX HXXXXXXXXX XXXXXXX, XXX., x Xxxxxxxx xxxxxxxxxxx xxxx xxxices at 5600 North River Road, Rosemont, Illinois 60018 (jointly and severalxx, xxxxxxxxxxxx xxx xxxxxxxxxxxx, "XxxxxxxxBorrower").

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). [The remainder of this page is intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: PICIS, INC. By: /s/ R. SCOTT LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx PICIS US, INC., FORMERLY KNOWN AS MXXXXXX XXXXEMS MANAGEMENT, INC. By: /s/ R. SCOTT LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx PICIS (WISCONSIN), INC. By: /s/ R. XXXXX XXXXX --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx IBEX HEALTHDATA SYSTEMS, INC. By: /x/ X. XXXXX LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx BANK: PHASE FORWARD INCORPORATED SILICON VALLEY BANK, d/b/a SILXXXX XXXXXX doing business as SILICON VALLEY EAST By: /s/ DAVID William G. RODRIGUEZ --------------------------- Porter By: /s/ Pamela Aldsworth ---------------------------- --------------------------------------- Name: David William G. Rodrigxxx XxxxxPorter Name: Xxxx Xxesident Pamela Aldsworth Title: Vice Prxxxxxxx, Xxxxxxx Title: SVP Xxxxx Xxxxxxd Incorporated SILICON VALLEY BANK By: /s/ Maggie Garcia --------------------------------------- Name: Maggie Garcia Title: AVP (signed in Santa Clara County, California) The undersigned, PHASE FORWARD SECURXXXXX CORPORATION, ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unlimited Guaranty dated May 3, 1999 (the "Guaranty") and acknowledges, confirms and agrees that the Guaranty shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement, or any other documents, instruments and/or agreements executed and/or delivered in connection herewith. PHASE FORWARD SECURITIES CORPORATION By: /s/ John J. Schickling --------------------------------------- Name: John J. Schickling Title: Treasuxxx SECOND AMENDED AND RESTATED LOAN MODIFICATION AND SECURITY AGREEMENT This Second Loan Modification Agreement SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Loan Modification Agreement'") is entered into dated as of June __April 17, 20052002, by and to be effective as of March 31, 2002, between SILICON VALLEY BANK, a California-California chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan proxxxxxxx prodxxxxxx xxxxxx xxxxxxx xx Xxx Xxxxxx Xxxxxxxxx XarkXxrk, Suite 200, 2221 Washington Street, Newton, Massachusetts Masxxxxxxetts 02462, doing business xxxxx uxxxx xxx xxxx "Xxxxxxx Xxxxxx Xxxx" ("Xxxx") xxx XICIS, INC.XXASE FORWARD INCORPORATED, a Delaware corporation with offices its principal place of business at 100 Quannapowitt Parkway1440 Main Street, WakefieldWaltham, Massachusetts 01880, PICIS US, XXX., XXXXXXXX XXXXX XX XXXXXXX XXXXXXX XXXXXXXXXX, XXX., a Massachusetts corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS 02451 (WISXXXXXX"Borrower"), XXXwhich amxxxx xxx xxxxxxxx x xxxxxxx Xxxxxxx xxx Xxxxxxed Loan and Security Agreement between Borrower and Bank dated August 4, 2000 (as amended from time to time), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. x Xxxxxxxxx xxxxxxxxxxx xxxx xxxxxxx xx 000 Quannapowitt Parkway, Wakefield, Massachusetts 01880, and IBEX HXXXXXXXXX XXXXXXX, XXX., x Xxxxxxxx xxxxxxxxxxx xxxx xxxices at 5600 North River Road, Rosemont, Illinois 60018 (jointly and severalxx, xxxxxxxxxxxx xxx xxxxxxxxxxxx, "Xxxxxxxx").The parties agree as follows:

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). [remainder of page intentionally left blankTHE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: PICISKANBAY INTERNATIONAL, INC. KANBAY AUSTRALIA PTY. LTD. By: /s/ R. SCOTT LENTZ --------------------------- Xxxxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxxxx ------------------------------------ ------------------------- Name: R. Scott Lentz Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx ---------------------------------- ----------------------- Title: Xxxxxxxxx PICIS US, INC., FORMERLY KNOWN AS MXXXXXX XXXXEMS MANAGEMENT, INCVP & CFO Title: Director --------------------------------- ---------------------- KANBAY INCORPORATED MEGATEC PTY. LTD. By: /s/ R. SCOTT LENTZ --------------------------- Xxxxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxxxx ------------------------------------ ------------------------- Name: R. Scott Lentz Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx ---------------------------------- ----------------------- Title: Xxxxxxxxx PICIS (WISCONSIN), INCDirector Title: Director --------------------------------- --------------------- KANBAY EUROPE LTD. KANBAY HK LTD. By: /s/ R. XXXXX XXXXX --------------------------- Xxxxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxxxx ------------------------------------ ------------------------- Name: R. Scott Lentz Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx ---------------------------------- ----------------------- Title: Xxxxxxxxx IBEX HEALTHDATA SYSTEMS, INC. By: /x/ X. XXXXX LENTZ --------------------------- Name: R. Scott Lentz Director Title: Xxxxxxxxx Director --------------------------------- --------------------- BANK: SILICON VALLEY BANK, d/b/a SILXXXX XXXXXX EAST BANK By: /s/ DAVID G. RODRIGUEZ --------------------------- ------------------------------------ Name: David G. Rodrigxxx Xxxxx---------------------------------- Title: Xxxx Xxesident SECOND --------------------------------- CORPORATE RESOLUTIONS FOR AMENDING LOAN MODIFICATION AGREEMENT This Second Loan Modification Agreement (this "Loan Modification Agreement') is entered into as ARRANGEMENT Xxxxxxx Xxxxxxxx, being the Secretary of June KANBAY INCORPORATED, a corporation duly organized, validly existing, and in good standing under the laws of the State of Illinois, CERTIFIES that the following resolutions were adopted CHECK [] at a duly called and conducted meeting of the Directors of ONE said corporation held on ______________ at which a quorum was present and voting throughout, 2005[xx] by the unanimous consent of the Directors of said corporation, the originals of which consents having been placed with the records of meetings of Directors of said corporation, and are in conformity with the Certificate of Incorporation and By-Laws of said corporation (each as amended to date) and that each of the following resolutions presently is in full force and effect without change: AMENDMENT OF LOAN ARRANGEMENT RESOLVED, That this corporation amend its loan arrangements with Silicon Valley Bank (hereinafter, with any successor, the "Bank") in such manner as has been or is hereafter discussed and negotiated by and between SILICON VALLEY BANKthe Bank on the one hand and any of the following, a California-chartered bankacting on behalf of this corporation, on the other: Insert title, only, if Persons to act on behalf of corporation have titles. Otherwise, insert names. In connection with the foregoing, each of said officers and/or persons, acting as described above, is authorized to execute, seal, acknowledge, and deliver in the name of and on behalf of this corporation such instruments, documents, and papers which relate thereto as may be appropriate, each in such form and upon such terms as the officer(s) and/or person(s) so authorized determines, such execution and delivery to be conclusive of such officer'(s) and/or person'(s) authority so to act in the name of and on behalf of this corporation. DELEGATION OF AUTHORITY RESOLVED, That any one of the officers and/or persons authorized by the foregoing Resolution, acting singly, may by written instrument furnished the Bank delegate to any other officer or person the same authority which is vested singly and individually by said Resolution in the person(s) or officer(s) so delegating authority, which written delegation shall be in such form as may be requested by the Bank and may be subject to such restrictions and limitations as may be indicated thereon. CONTINUATION OF AUTHORITY RESOLVED, That all resolutions and delegations relative to the authority of any officer or person to act on behalf of this corporation shall remain in full force and effect until the Bank's receipt of written notice of the revocation or modification of such authority from the person signing below as the Secretary of this corporation or from that person whom the Bank reasonably believes to be authorized to act in this regard on behalf of this corporation. RATIFICATION OF PRIOR TRANSACTIONS RESOLVED, That all action heretofore taken on behalf of this corporation and all instruments, documents, and papers heretofore executed in the name of and on behalf of this corporation concerning this corporation's relationship with the Bank be, and they hereby are, approved, adopted, and ratified. This corporation shall indemnify, defend, and hold the Bank harmless of and from any loss, liability, or damage the Bank may suffer or incur on account of this corporation's relationship with the Bank. REVOCATION OF INCONSISTENT RESOLUTIONS RESOLVED, That any and all resolutions of this corporation which may be in conflict with any of the foregoing resolutions be, and they hereby are, revoked. RESOLVED, That the resolutions of this corporation's Directors concerning this corporation's relationship with and borrowing from Silicon Valley Bank (the "Bank"), with its principal place of business offices at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan proxxxxxxx xxxxxx xxxxxxx xx Xxx One Xxxxxx Xxxxxxxxx XarkExecutive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462Massachusetts, doing business xxxxx xxx xxxx "Xxxxxxx Xxxxxx Xxxx" ("Xxxx") xxx XICISpursuant to which, INC.among other things, this corporation may be granting the Bank a Delaware corporation with offices at 100 Quannapowitt Parkwaysecurity interest or other collateral in and to, Wakefieldand/or mortgaging, Massachusetts 01880all or any portion of the assets of this corporation, PICIS US, XXX., XXXXXXXX XXXXX XX XXXXXXX XXXXXXX XXXXXXXXXX, XXX., a Massachusetts corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS (WISXXXXXX), XXX. x Xxxxxxxxx xxxxxxxxxxx xxxx xxxxxxx xx 000 Quannapowitt Parkway, Wakefield, Massachusetts 01880be, and IBEX HXXXXXXXXX XXXXXXXsaid resolutions are hereby approved, XXX.adopted, x Xxxxxxxx xxxxxxxxxxx xxxx xxxices at 5600 North River Road, Rosemont, Illinois 60018 (jointly and severalxx, xxxxxxxxxxxx xxx xxxxxxxxxxxx, "Xxxxxxxx").incorporated herein by reference. PERSONS PRESENTLY AUTHORIZED TO ACT I further CERTIFY that the following persons presently are authorized under the preceding Resolutions to act:

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). [remainder of page intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: PICISBANK: CRITICAL THERAPEUTICS, INC. SILICON VALLEY BANK, doing business as SILICON VALLEY EAST By: /s/ Frank E. Thomas By: /s/ R. Bryan Jadot ---------------------------- ---------------------------------- Name: Frank E. Thomas Name: R. Bryan Jadot Title: Vxxx Xxxxxxxxx, CFO Title: Vice Xxxxxxxxx SILICON VALLEY BANK By: /s/ Jacquelyn Le ------------------------------- Name: Jacquelyn Le Title: Opxxxxxxxx Supervisor (signed in Santa Clara County, Californxx) The undersigned, CTI SECURITIES CORP., a Massachusetts corporation, ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unconditional Guaranty dated December 3, 2003 (the "Guaranty") and a certain Security Agreement dated December 3, 2003 (the "Security Agreement") and acknowledges, confirms and agrees that the Guaranty and the Security Agreement shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement, or any other documents, instruments and/or agreements executed and/or delivered in connection herewith. CTI SECURITIES CORP. By: /s/ R. SCOTT LENTZ --------------------------- Frank E. Thomas ---------------------------------- Name: R. Scott Lentz Frank E. Thomas Title: Xxxxxxxxx PICIS USXxxx Xxxxxxxxx, INC.CFO 56120/581 EXHIBIT D LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS 3:00 E.S.T. Fax To: (617) 969-5965 Date: _____________ -------------------------------------------------------------------------------- LOAN PAYMENT: Sample documents Client Name (Borrower) From Account #________________________ To Account #___________________________ (Deposit Account #) (Loan Account #) Principal $___________________________ and/or Interest $______________________ All Borrower's representation and warranties in the Loan and Security Agreement are true, FORMERLY KNOWN AS MXXXXXX XXXXEMS MANAGEMENTcorrect and complete in all material respects on the date of the telephone transfer request for an advance, INC. By: /s/ R. SCOTT LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx PICIS (WISCONSIN)but those representations and warranties expressly referring to another date shall be true, INC. By: /s/ R. XXXXX XXXXX --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx IBEX HEALTHDATA SYSTEMS, INC. By: /x/ X. XXXXX LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx BANK: SILICON VALLEY BANK, d/b/a SILXXXX XXXXXX EAST By: /s/ DAVID G. RODRIGUEZ --------------------------- Name: David G. Rodrigxxx Xxxxx: Xxxx Xxesident SECOND LOAN MODIFICATION AGREEMENT This Second Loan Modification Agreement (this "Loan Modification Agreement') is entered into correct and complete in all material respects as of June such date: AUTHORIZED SIGNATURE: _________________ Phone Number: _____________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account #________________________ To Account #___________________________ (Loan Account #) (Deposit Account #) Amount of Advance $___________________ All Borrower's representation and warranties in the Loan and Security Agreement are true, 2005correct and complete in all material respects on the date of the telephone transfer request for an advance, by but those representations and between SILICON VALLEY BANKwarranties expressly referring to another date shall be true, a California-chartered bankcorrect and complete in all material respects as of such date: AUTHORIZED SIGNATURE: _________________ Phone Number: _____________________ -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- OUTGOING WIRE REQUEST COMPLETE ONLY IF ALL OR A PORTION OF FUNDS FROM THE LOAN ADVANCE ABOVE ARE TO BE WIRED. Deadline for same day processing is 3:00 pm, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan proxxxxxxx xxxxxx xxxxxxx xx Xxx Xxxxxx Xxxxxxxxx Xark, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business xxxxx xxx xxxx "Xxxxxxx Xxxxxx Xxxx" ("Xxxx") xxx XICIS, INC., a Delaware corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS US, XXX., XXXXXXXX XXXXX XX XXXXXXX XXXXXXX XXXXXXXXXX, XXX., a Massachusetts corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS (WISXXXXXX), XXX. x Xxxxxxxxx xxxxxxxxxxx xxxx xxxxxxx xx 000 Quannapowitt Parkway, Wakefield, Massachusetts 01880, and IBEX HXXXXXXXXX XXXXXXX, XXX., x Xxxxxxxx xxxxxxxxxxx xxxx xxxices at 5600 North River Road, Rosemont, Illinois 60018 (jointly and severalxx, xxxxxxxxxxxx xxx xxxxxxxxxxxx, "Xxxxxxxx").E.S.T.

COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and BankBank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). [The remainder of this page is intentionally left blank] This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. BORROWER: PICIS, INC. By: /s/ R. SCOTT LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx PICIS US, INC., FORMERLY KNOWN AS MXXXXXX XXXXEMS MANAGEMENT, INC. By: /s/ R. SCOTT LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx PICIS (WISCONSIN), INC. By: /s/ R. XXXXX XXXXX --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx IBEX HEALTHDATA SYSTEMS, INC. By: /x/ X. XXXXX LENTZ --------------------------- Name: R. Scott Lentz Title: Xxxxxxxxx BANK: PHASE FORWARD INCORPORATED SILICON VALLEY BANK, d/b/a SILXXXX XXXXXX doing business as SILICON VALLEY EAST By: /s/ DAVID G. RODRIGUEZ --------------------------- Ari Buchler By: /s/ Michael J Tromack -------------------------- ---------------------------------------- Name: David G. Rodrigxxx XxxxxAri Buchler Name: Xxxx Xxesident Michael J Tromack Title: Vice Prxxxxxxx xxx General Title: Vice Prxxxxxxx Counsel Phase Forward Incorporated SILICON VALLEY BANK By: /s/ MICHELLE D. GIANNINI ---------------------------------------- Name: MICHELLE D. GIANNINI Title: ASST. XXXX XXXX. (signed in Santa Clara County, California) The undersigned, PHASE FORWARD SECURXXXXX CORPORATION, ratifies, confirms and reaffirms, all and singular, the terms and conditions of a certain Unlimited Guaranty dated May 3, 1999 (the "Guaranty") and acknowledges, confirms and agrees that the Guaranty shall remain in full force and effect and shall in no way be limited by the execution of this Loan Modification Agreement, or any other documents, instruments and/or agreements executed and/or delivered in connection herewith. PHASE FORWARD SECURITIES CORPORATION By: /s/ John J. Schickling ---------------------------------------- Name: John J. Schickling Title: Treasurxx SECOND LOAN MODIFICATION AGREEMENT This Second Loan Modification Agreement (this "Loan Modification Agreement') is entered into as us of June __February 28, 20052003, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan proxxxxxxx prodxxxxxx xxxxxx xxxxxxx xx Xxx Xxxxxx Xxxxxxxxx XarkXxrk, Suite 200, 2221 Washington Street, Newton, Massachusetts Masxxxxxxetts 02462, doing business xxxxx uxxxx xxx xxxx "Xxxxxxx Xxxxxx Xxxx" ("Xxxx") xxx XICIS, INC.XXASE FORWARD INCORPORATED, a Delaware corporation with offices its principal place of business at 100 Quannapowitt Parkway1440 Main Street, WakefieldWaltham, Massachusetts 01880, PICIS US, XXX., XXXXXXXX XXXXX XX XXXXXXX XXXXXXX XXXXXXXXXX, XXX., a Massachusetts corporation with offices at 100 Quannapowitt Parkway, Wakefield, Massachusetts 01880, PICIS 02451 (WISXXXXXX), XXX. x Xxxxxxxxx xxxxxxxxxxx xxxx xxxxxxx xx 000 Quannapowitt Parkway, Wakefield, Massachusetts 01880, and IBEX HXXXXXXXXX XXXXXXX, XXX., x Xxxxxxxx xxxxxxxxxxx xxxx xxxices at 5600 North River Road, Rosemont, Illinois 60018 (jointly and severalxx, xxxxxxxxxxxx xxx xxxxxxxxxxxx, "XxxxxxxxBorrower").