Common use of Equipment Advances Clause in Contracts

Equipment Advances. (a) Subject to and upon the terms and conditions of this Agreement, at any time from the date hereof through September 23, 1998 (the "Equipment Availability End Date"), Bank agrees to make advances (each an "Equipment Advance" and, collectively, the "Equipment Advances") to Borrower in an aggregate outstanding amount not to exceed (i) the Committed Equipment Line minus (ii) the face amount of all outstanding Letters of Credit (including drawn ----- but unreimbursed Letters of Credit), minus (iii) the Foreign Exchange Reserve, ----- minus (iv) the Cash Management Sublimit, minus (v) the Executive Guaranty ----- ----- Reserve. The Equipment Advances shall be used only to purchase or refinance Eligible Equipment purchased on or after one hundred fifty (150) days prior to the date hereof and shall not exceed one hundred percent (100%) of the invoice amount of such equipment approved from time to time by Bank, excluding taxes, shipping, warranty charges, freight discounts and installation expense. (b) Interest shall accrue from the date of each outstanding Equipment Advance at the rate specified in Section 2.2(a) and shall be payable monthly for each month through the month in which the Equipment Availability End Date falls. Any Equipment Advances that are outstanding on the Equipment Availability End Date will be payable in thirty-six (36) equal monthly installments of principal, plus all accrued interest, beginning on the Payment Date of each month following the Equipment Availability End Date and ending on the Maturity Date, at which time all Equipment Advances under this Section 2.1 and all other amounts due under this Agreement shall be immediately due and payable. Equipment Advances may be prepaid at any time without penalty, but, once repaid, may not be reborrowed. (c) When Borrower desires to obtain an Equipment Advance, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Pacific time one (1) Business Day before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit B. The notice shall be --------- signed by a Responsible Officer and shall constitute a representation and warranty by Borrower that the requested Equipment Advance is for the purchase of Eligible Equipment.

Equipment Advances. (a) Subject to and upon the terms and conditions of this Agreement, at any Bank agrees to lend to Borrower, from time from to time prior to the date hereof through September 23, 1998 (the "Equipment Availability End Date"), Bank agrees to make equipment advances (each an "“Equipment Advance" and, collectively, ” and collectively the "“Equipment Advances"”) to Borrower in an aggregate outstanding amount not to exceed the Committed Equipment Line. Each Equipment Advance may not exceed 100% of the Original Stated Cost (except for the portion of the first Equipment advance relating to Other Equipment, which may be used for general corporate or working capital purposes). When repaid, the Equipment Advances may not be re-borrowed. The proceeds of each Equipment Advance will be used solely to reimburse Borrower for the purchase of Eligible Equipment purchased within 90 days of such Equipment Advance (except for the portion of the first Equipment advance relating to Other Equipment, which may be used for general corporate or working capital purposes). Each Equipment Advance shall be considered a promissory note evidencing the amounts due hereunder for all purposes. Bank’s obligation to lend hereunder shall terminate on the earlier of (i) the Committed Equipment Line minus occurrence and continuance of an Event of Default, or (ii) the face Equipment Availability End Date. For purposes of this Section, the minimum amount of all outstanding Letters each Equipment Advance is $100,000 except for the last Equipment Advance which may be for a lesser amount and the maximum number of Credit (including drawn ----- but unreimbursed Letters of Credit), minus (iii) the Foreign Exchange Reserve, ----- minus (iv) the Cash Management Sublimit, minus (v) the Executive Guaranty ----- ----- Reserve. The Equipment Advances shall that will be used only to purchase or refinance Eligible Equipment purchased on or after one hundred fifty (150) days prior to the date hereof and shall not exceed one hundred percent (100%) of the invoice amount of such equipment approved from time to time by Bank, excluding taxes, shipping, warranty charges, freight discounts and installation expensemade is 6. (b) Interest shall accrue from the date of each outstanding Equipment Advance at the rate specified in Section 2.2(a) and shall be payable monthly for each month through the month in which the Equipment Availability End Date falls. Any Equipment Advances that are outstanding on the Equipment Availability End Date will be payable in thirty-six (36) equal monthly installments of principal, plus all accrued interest, beginning on the Payment Date of each month following the Equipment Availability End Date and ending on the Maturity Date, at which time all Equipment Advances under this Section 2.1 and all other amounts due under this Agreement shall be immediately due and payable. Equipment Advances may be prepaid at any time without penalty, but, once repaid, may not be reborrowed. (c) When Borrower desires to To obtain an Equipment Advance, Borrower shall must notify Bank (which the notice shall be is irrevocable) by facsimile transmission to be received no later than 3:00 p.m. 12:00 noon Pacific time one (1) 1 Business Day before the day on which the Equipment Advance is to be made. Such The notice shall be substantially in the form of Exhibit B. The notice shall B (Payment/Advance Form) and must be --------- signed by a Responsible Officer or designee and include a copy of the invoice for the Equipment being financed (except for the portion of the first Equipment advance relating to Other Equipment, which may be used for general corporate or working capital purposes). Equipment Advances shall constitute only be made on the first day of each month unless otherwise approved by Bank. (c) Borrower will make equal monthly payments in advance of principal and interest for each Equipment Advance (collectively, “Scheduled Equipment Payments”), on the Funding Date (provided that if the Funding Date is not the first Business Day of the month, then Borrower shall make an interim payment as set forth below) and on each first Business Day of the month following the Funding Date with respect to such Equipment Advance and continuing thereafter during the Repayment Period on the first Business Day of each calendar month (each a representation “Payment Date”) in an amount equal to the Loan Factor multiplied by the Loan Amount for such Equipment Advance as of such Payment Date. The full principal amount shall fully amortize over the Repayment Period. All unpaid principal and warranty by Borrower that accrued interest is due and payable in full on the requested last Payment Date with respect to such Equipment Advance. Payments received after 12:00 noon Pacific time are considered received at the opening of business on the next Business Day. An Equipment Advance may only be prepaid in accordance with Section 2.1.2 (h). (d) If the date of funding of an Equipment Advance is for a date other than the purchase first of Eligible Equipmentthe month, then, on that date Borrower will make an interim payment in an amount equal to the product of: (A) the quotient of: (i) the product of: (y) the amount of the Equipment Advance, multiplied by (z) a rate of interest equal to the Prime Rate plus 2%; divided by (ii) 360; multiplied by (B) the actual number of days (including the Funding Date) between the Funding Date and the first Business Day of the immediately following month. (e) On the Equipment Advance Maturity Date with respect to each Equipment Advance, Borrower will pay, in addition to the unpaid principal and accrued interest and all other amounts due on such date with respect to such Equipment Advance, an amount equal to the Final Payment. (f) If any Financed Equipment is subject to an Event of Loss and Borrower is required to or elects to prepay the Equipment Advance with respect to such Financed Equipment pursuant to Section 6.5, then such Equipment Advance shall be prepaid to the extent and in the manner provided in such section. (g) Bank’s obligation to lend the undisbursed portion of the Committed Equipment Line will terminate if, in Bank’s reasonable discretion, there has been a Material Adverse Change. (h) Each Equipment Advance may be prepaid in whole (solely in whole), without premium or penalty provided that: (i) no Event of Default has occurred and is continuing, (ii) Borrower provides Bank with at least five (5) days prior written notice, (iii) each such prepayment is in a minimum amount of $10,000; and (iv) Borrower pays Bank with respect to such Equipment Advance: (x) all outstanding principal; (y) all accrued and unpaid interest as well as any other amounts that have become due and payable as of the date of the prepayment; and (z) the Final Payment with respect to the Equipment Advance being prepaid. If the Equipment Advances are accelerated following the occurrence and continuation of an Event of Default or otherwise, then Borrower will immediately pay to Bank (i) all unpaid Scheduled

Equipment Advances. (a) Subject to and upon the terms and conditions of this AgreementThrough September 30, at any time from the date hereof through September 23, 1998 2004 (the "Equipment Availability End Date"), Bank agrees to will make advances (each an "Equipment Advance" and, collectively, the "Equipment Advances") to Borrower in an aggregate outstanding amount not to exceed (i) exceeding the Committed Equipment Line minus (ii) the face amount of all outstanding Letters of Credit (including drawn ----- but unreimbursed Letters of Credit), minus (iii) the Foreign Exchange Reserve, ----- minus (iv) the Cash Management Sublimit, minus (v) the Executive Guaranty ----- ----- ReserveLine. The Equipment Advances shall may only be used only to purchase or refinance Eligible finance Equipment purchased on or after one hundred fifty (150) days prior to the date hereof of each Equipment Advance and shall may not exceed one hundred percent (100%) of the invoice amount of such equipment approved from time to time by Bankinvoice, excluding taxes, shipping, warranty charges, freight discounts and installation expense. Software may constitute up to twenty five percent (25%) of the aggregate Equipment Advances. Each Equipment Advance must be for a minimum of Fifty Thousand Dollars ($50,000). The number of Equipment Advances is limited to six (6). (b) Interest shall accrue accrues from the date of each outstanding Equipment Advance at the rate specified in Section 2.2(a2.3 (a) and shall be is payable monthly for each month through the month in which the Equipment Availability End Date fallsmonthly. Any Equipment Advances that are outstanding on the Equipment Availability End Date will be are payable in thirty-six thirty (3630) equal monthly installments of principal, plus all accrued interest, beginning on the Payment Date first (1st) day of each month following the Equipment Availability End Date commencing on October 1, 2004 and ending on April 1, 2007 (the "Equipment Maturity Date, at which time all "). All Equipment Advances under this Section 2.1 and all other amounts due under this Agreement shall be immediately due evidenced by the Equipment Term Note to be executed and payabledelivered by Borrower to Bank on the Closing. Equipment Advances may be prepaid at any time without penalty, but, once repaid, when repaid may not be reborrowed. (c) When Borrower desires to To obtain an Equipment Advance, Borrower shall must notify Bank (which the notice shall be is irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Pacific Eastern time one (1) Business Day before the day on which the Equipment Advance is to be made. Such The notice shall be substantially in the form of Exhibit B. The notice shall EXHIBIT B (Payment/Advance Form) must be --------- signed by a Responsible Officer or designee and shall constitute include a representation and warranty by Borrower that copy of the requested Equipment Advance is invoice for the purchase of Eligible EquipmentEquipment being financed.

Equipment Advances. (a) Subject to and upon the terms and conditions of this AgreementThrough June 30, at any time from the date hereof through September 23, 1998 2004 (the "Equipment Availability End Date"), Bank agrees to will make advances (each an "Equipment Advance" and, collectively, the "Equipment Advances") to Borrower in an aggregate outstanding amount not to exceed (i) exceeding the Committed Equipment Line minus (ii) the face amount of all outstanding Letters of Credit (including drawn ----- but unreimbursed Letters of Credit), minus (iii) the Foreign Exchange Reserve, ----- minus (iv) the Cash Management Sublimit, minus (v) the Executive Guaranty ----- ----- ReserveLine. The Equipment Advances shall may only be used only to purchase finance or refinance Eligible Equipment purchased on or after one hundred fifty (150) 120 days prior to before the date hereof of each Equipment Advance and shall may not exceed one hundred percent (100%) % of the equipment invoice amount of such equipment approved from time to time by Bank, excluding taxes, shipping, warranty charges, freight discounts and installation expense; provided, however, the initial Equipment Advance may be used to finance or refinance Equipment purchased on or after January 1, 2003 through the Effective Date. Soft Costs may constitute up to 25% of the aggregate Equipment Advances. Each Equipment Advance must be for a minimum of $250,000. (b) Interest shall accrue accrues from the date of each outstanding Equipment Advance at the rate specified in Section 2.2(a) and shall be payable monthly for each month through the month in which the Equipment Availability End Date falls2.4 (a). Any Equipment Advances that are outstanding on the Equipment Availability End Date will be payable in thirty-six (36) 36 equal monthly installments of principal, plus all accrued interest, beginning on the Payment Date 1st of each month following the respective Equipment Availability End Date Advance and ending on 36 months thereafter (each, the "Equipment Maturity Date, at which time all Equipment Advances under this Section 2.1 and all other amounts due under this Agreement shall be immediately due and payable"). Equipment Advances may be prepaid at any time without penalty, but, once repaid, when repaid may not be reborrowed. (c) When Borrower desires shall have the option to prepay all, but not less than all, of the Equipment Advances advanced by Bank under this Agreement, provided Borrower (i) provides written notice to Bank of its election to prepay the Equipment Advances at least thirty (30) days prior to such prepayment, and (ii) pays, on the date of the prepayment (A) all unpaid Equipment Advances (including principal and interest); (B) all unpaid accrued interest to the date of the prepayment; (C) an amount equal to 2% of all prepaid Equipment Advances (if prepaid or before September 7, 2004), and (D) all other sums, if any, that shall have become due and payable hereunder with respect to this Agreement. (d) To obtain an Equipment Advance, Borrower shall must notify Bank (which the notice shall be is irrevocable) by facsimile transmission to be received no later than 3:00 12:00 p.m. Pacific time one (1) 1 Business Day before the day on which the Equipment Advance is to be made. Such The notice shall be substantially in the form of Exhibit B. The notice shall B (Payment/Advance Form) must be --------- signed by a Responsible Officer or designee and shall constitute include a representation and warranty by Borrower that copy of the requested Equipment Advance is invoice for the purchase of Eligible EquipmentEquipment being financed.

Equipment Advances. (a) Subject to and upon the terms and conditions of this Agreement, at any time from the date hereof through September 23December 31, 1998 1999 (the "Equipment Availability End Date"), Bank agrees to make advances (each an "Equipment Advance" and, collectively, the "Equipment Advances") to Borrower in an aggregate outstanding amount not to exceed (i) the Committed Equipment Line minus (ii) Line. To evidence the face amount Equipment Advance or Equipment Advances. Borrower shall deliver to Bank, at the time of all outstanding Letters of Credit (including drawn ----- but unreimbursed Letters of Credit)each Equipment Advance request, minus (iii) an invoice and canceled check for the Foreign Exchange Reserve, ----- minus (iv) the Cash Management Sublimit, minus (v) the Executive Guaranty ----- ----- Reserveequipment to be purchased. The Equipment Advances shall be used only to purchase or refinance Eligible finance Equipment purchased on or after one hundred fifty (150) days prior acceptable to the date hereof and approved by Bank, and shall not exceed one hundred percent (100%) of the invoice amount of such equipment approved from time to time by BankEquipment, excluding taxes, shipping, warranty charges, freight discounts and installation expense. (b) Interest shall accrue from the date of each outstanding Equipment Advance at the rate specified in Section 2.2(a) 2.3(a), and shall be payable monthly for on each month through the month in which the Equipment Availability End Date fallsPayment Date. Any The first $250,000 of Equipment Advances that are drawn by Borrower and outstanding on the Equipment Availability End Date or such earlier date on which the first $250,000 in Equipment Advances is drawn by Borrower (such date being the "First Term Date") will be payable in thirty-six (36) equal monthly installments of principal, plus all accrued interest, beginning on the Payment Date of each the month following the First Term Date (but in no event later than January 1, 2000). Any Equipment Advances drawn by Borrower in excess of the initial $250,000 and outstanding on the Equipment Availability End Date and ending or such earlier date on which the entire remaining $250,000 of the Committed Equipment Line is drawn (such date being the "Second Term Date") will be payable in thirty-six (36) equal monthly installments of principal, plus all accrued interest beginning on the Maturity DatePayment Date of the month following the Second Term Date (but in no event later than January 1, at which time all 2000). All unpaid Equipment Advances under this Section 2.1 Advances, together with accrued interest thereon and all any other amounts due owing under this Agreement shall be immediately due and payablepayable on the Maturity Date. Equipment Advances may be prepaid at any time without penalty, butAdvances, once repaid, may not be reborrowed. (c) When Borrower desires to obtain an Equipment Advance, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Pacific time one (1) Business Day before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit B. The notice shall be --------- signed by a Responsible Officer or its designee and shall constitute include a representation copy of the invoice and warranty by Borrower that the requested Equipment Advance is canceled check for the purchase of Eligible EquipmentEquipment to be financed.

Equipment Advances. (a) Subject to and upon the terms and conditions of this Agreement, at any time from the date hereof through September 23, 1998 (the "Equipment Availability End Date"), Bank agrees to make lend to Borrower, from the Closing Date until the Commitment Termination Date, equipment advances (each an "Equipment Advance" and, collectively, the "Equipment Advances") to Borrower in an aggregate outstanding amount not to exceed the Committed Equipment Line. When repaid, the Equipment Advances may not be re-borrowed. The proceeds of each Equipment Advance will be used solely to reimburse Borrower for 100% of the Original Stated Cost of Eligible Equipment purchased. Bank's obligation to lend hereunder shall terminate on the earlier of (i) the Committed Equipment Line minus occurrence and continuance of an Event of Default, or (ii) the face Commitment Termination Date. For purposes of this Section 2.1.1, the maximum number of Equipment Advances that may be made is eight and the minimum amount of all outstanding Letters of Credit each Equipment Advance (including drawn ----- but unreimbursed Letters of Credit), minus (iiiexcept for the Initial Equipment Advance and the final Equipment Advance) the Foreign Exchange Reserve, ----- minus (iv) the Cash Management Sublimit, minus (v) the Executive Guaranty ----- ----- Reserve. The Equipment Advances shall be used only to purchase or refinance Eligible Equipment purchased on or after one hundred fifty (150) days prior to the date hereof and shall not exceed one hundred percent (100%) of the invoice amount of such equipment approved from time to time by Bank, excluding taxes, shipping, warranty charges, freight discounts and installation expense$500,000. (b) Interest shall accrue from the date of each outstanding Equipment Advance at the rate specified in Section 2.2(a) and shall be payable monthly for each month through the month in which the Equipment Availability End Date falls. Any Equipment Advances that are outstanding on the Equipment Availability End Date will be payable in thirty-six (36) equal monthly installments of principal, plus all accrued interest, beginning on the Payment Date of each month following the Equipment Availability End Date and ending on the Maturity Date, at which time all Equipment Advances under this Section 2.1 and all other amounts due under this Agreement shall be immediately due and payable. Equipment Advances may be prepaid at any time without penalty, but, once repaid, may not be reborrowed. (c) When Borrower desires to To obtain an Equipment Advance, Borrower shall notify Bank will deliver to Bank, at least three (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Pacific time one (13) Business Day Days before the day on which proposed funding date (the Equipment Advance is to be made. Such notice shall be substantially "Funding Date"), a completed supplement in the form of attached as Exhibit B. The notice shall be --------- C ("Loan Supplement") signed by a Responsible Officer or his or her designee and shall constitute a representation such additional information as Bank may request. On the Funding Date, Bank will specify in the Loan Supplement the Basic Rate, the periodic principal payments and warranty by the Payment Dates, all in accordance with the terms of this Agreement. If Borrower that satisfies the requested conditions of the Equipment Advances specified herein, Bank will disburse such Equipment Advance is by internal transfer to Borrower's deposit account with Bank. The Loan Supplement for each Equipment Advance shall be considered a promissory note evidencing the purchase of Eligible Equipmentamounts due under such Equipment Advance.

Equipment Advances. (a) Subject to and upon the terms and conditions of this Agreement, at any time from the date hereof through September 2326, 1998 (the "Equipment Availability End Expiration Date"), Bank agrees to make advances (each an "Equipment Advance" and, and collectively, the "Equipment Advances") to Borrower in an aggregate outstanding amount not to exceed (i) the Committed Equipment Line minus Line. To evidence the Equipment Advances, Borrower shall deliver to Bank a promissory note on the form of Exhibit E hereto (ii) the face amount of all outstanding Letters of Credit (including drawn ----- but unreimbursed Letters of Credit"Note"), minus (iii) the Foreign Exchange Reserve, ----- minus (iv) the Cash Management Sublimit, minus (v) the Executive Guaranty ----- ----- Reserve. The Equipment Advances shall be used only to purchase or refinance Eligible Equipment purchased on or after one hundred fifty (150) days prior to the date hereof and shall not exceed one hundred percent (100%) of the aggregate invoice amount of such equipment Eligible Equipment approved from time to time by Bank, excluding taxes, shipping, warranty charges, freight discounts and installation expense. (b) Interest shall accrue from the date of each outstanding Equipment Advance at the rate specified in Section 2.2(a2.3(a) and shall be payable monthly for each month through the month in which the Equipment Availability End Expiration Date falls. Any Equipment Advances that are outstanding on the Equipment Availability End Expiration Date will be payable in thirty-six thirty (3630) equal monthly installments of principal, principal plus all accrued interestinterest thereon, beginning on the Payment Date of each month following the Equipment Availability End Expiration Date and ending on the Maturity Date, at which time all Equipment Advances under this Section 2.1 and all other amounts due under this Agreement shall be immediately due and payable. Equipment Advances may be prepaid at any time without penalty, butAdvances, once repaid, may not be reborrowed. (c) When Borrower desires to obtain an Equipment Advance, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Pacific time one (1) Business Day before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit B. The notice shall be --------- signed by a Responsible Officer or its designee and shall constitute include a representation and warranty by Borrower that copies of the requested Equipment Advance is invoices for the purchase of Eligible EquipmentEquipment to be financed.

Equipment Advances. (a) Subject to and upon the terms and conditions of this Agreement, AND ONLY ON AND AFTER THE CONSUMMATION OF THE PRIVATE PLACEMENT TRANSACTION, at any time from the date hereof through September 23, 1998 twelve (12) months from the date hereof (the "Equipment Availability End Date"), Bank agrees to make advances (each an "Equipment Advance" and, and collectively, the "Equipment Advances") to Borrower in an aggregate outstanding amount not to exceed (i) the Committed Equipment Line minus (ii) Line. To evidence the face amount Equipment Advance or Equipment Advances, Borrower shall deliver to Bank, at the time of all outstanding Letters of Credit (including drawn ----- but unreimbursed Letters of Credit)each Equipment Advance request, minus (iii) an invoice for the Foreign Exchange Reserveequipment to be purchased or which has been purchased, ----- minus (iv) subject to the Cash Management Sublimit, minus (v) the Executive Guaranty ----- ----- Reservefollowing sentence. The Equipment Advances shall be used only to purchase or refinance Eligible Equipment purchased on or after one hundred fifty ninety (15090) days prior to the date hereof of such Equipment Advance and shall not exceed one one-hundred percent (100%) of the invoice amount of such equipment approved from time to time by Bank, excluding taxes, shipping, warranty charges, freight discounts and installation expense. Software may, however, constitute up to twenty-five percent (25%) of each Equipment Advance. Each Equipment Advance must be in a minimum amount of $25,000. (b) Interest shall accrue from the date of each outstanding Equipment Advance at the rate specified set forth in Section 2.2(a2.3(a) below and shall be payable monthly for each month through the month in which the Equipment Availability End Date falls. Any Equipment Advances that are outstanding on the Equipment Availability End Date will be payable in thirty-six (36) 36 equal monthly installments of principal, principal plus all accrued interest, beginning on the Payment Date of each month following the Equipment Availability End Date and ending on the Maturity Date, at which time all Equipment Advances under this Section 2.1 and all other amounts due under this Agreement shall be immediately due and payable. Equipment Advances may be prepaid at any time without penalty, butAdvances, once repaid, may not be reborrowed. (c) When Borrower desires to obtain an Equipment Advance, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Pacific time one (1) Business Day before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit B. The notice shall be --------- signed by a Responsible Officer or its designee and shall constitute include a representation and warranty by Borrower that copy of the requested Equipment Advance is invoice for the purchase of Eligible EquipmentEquipment to be financed.]

Equipment Advances. (a) Subject to and upon the terms and conditions of this Agreement, at any time from Through the date hereof through September 23, 1998 which is three hundred sixty-four (364) days following the Closing Date (the "Equipment Availability End Date"), Bank agrees to shall make advances (each an "Equipment Advance" and, collectively, the "Equipment Advances") to Borrower in an aggregate outstanding amount not to exceed (i) exceeding the Committed Equipment Line minus (ii) Line. To evidence the face amount Equipment Advance or Equipment Advances, Borrower shall deliver to Bank, at the time of all outstanding Letters of Credit (including drawn ----- but unreimbursed Letters of Credit)each Equipment Advance request, minus (iii) an invoice for the Foreign Exchange ReserveEligible Equipment to be financed. Except as provided below, ----- minus (iv) the Cash Management Sublimit, minus (v) the Executive Guaranty ----- ----- Reserve. The Equipment Advances shall may only be used only to purchase or refinance finance Eligible Equipment purchased within ninety (90) days (determined based upon the applicable invoice date of such Eligible Equipment) of each Equipment Advance request. Notwithstanding the foregoing, the initial Equipment Advance may be used to finance Eligible Equipment purchased on or after one hundred fifty September 30, 2001 (150) days prior to determined based upon the applicable invoice date hereof and of such Eligible Equipment). Equipment Advances shall not exceed one hundred percent (100%) of the invoice amount of such equipment approved from time to time by BankEligible Equipment, excluding taxes, shipping, warranty charges, freight discounts and installation expenseexpense relating to such Equipment. Expect as provided below, each Equipment Advance under the Committed Equipment Line shall be made by Bank on the first (1st) day of the month. Notwithstanding the foregoing, if Borrower requests an Equipment Advance on a day other than the first (1st) day of the month, such Equipment Advance shall be deemed to have occurred on and interest shall be calculated beginning with the first day of such month. Each Equipment Advance must be for a minimum amount of One Hundred Thousand Dollars ($100,000.00). (b) Interest shall accrue accrues from the date of each outstanding Equipment Advance at the per annum rate specified described in Section 2.2(a) 2.3(a), and shall be payable monthly for on the Payment Date of each month through commencing with the month in which the initial Payment Date following each such Equipment Availability End Date fallsAdvance. Any Each Equipment Advances that are outstanding on the Equipment Availability End Date will Advance shall be payable in (i) thirty-six (36) equal monthly installments of principal, plus all PLUS (ii) monthly payments of accrued interest, beginning on the first Payment Date of following such Equipment Advance and continuing on each month following Payment Date thereafter through the Equipment Availability End Maturity Date and ending on applicable to such Equipment Advance. Borrower shall have the Maturity Date, at which time all right to pre-pay Equipment Advances under this Section 2.1 and all other amounts due under this Agreement shall be immediately due and payablewithout penalty. Equipment Advances may be prepaid at any time without penalty, but, once repaid, when repaid may not be reborrowed. (c) When Borrower desires to To obtain an Equipment Advance, Borrower shall must notify Bank (which the notice shall be is irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Pacific Eastern time one (1) Business Day before the day on which the Equipment Advance is to be made. Such The notice shall be substantially in the form of Exhibit B. The notice shall B (Payment/Advance Form) must be --------- signed by a Responsible Officer or designee and shall constitute include a representation and warranty by Borrower that copy of the requested Equipment Advance is invoice for the purchase of Eligible EquipmentEquipment being financed.

Equipment Advances. (a) Subject request, an invoice for the equipment to and upon the terms and conditions of this Agreement, at any time from the date hereof through September 23, 1998 (the "Equipment Availability End Date"), Bank agrees to make advances (each an "Equipment Advance" and, collectively, the "Equipment Advances") to Borrower in an aggregate outstanding amount not to exceed (i) the Committed Equipment Line minus (ii) the face amount of all outstanding Letters of Credit (including drawn ----- but unreimbursed Letters of Credit), minus (iii) the Foreign Exchange Reserve, ----- minus (iv) the Cash Management Sublimit, minus (v) the Executive Guaranty ----- ----- Reservebe purchased. The Equipment Advances shall be used only to purchase or refinance Eligible Equipment purchased on or after one hundred fifty (150) days prior to the date hereof September 30, 1997 and shall not exceed one hundred percent (100%) of the invoice amount of such equipment approved from time to time by Bank, excluding taxes, shipping, warranty charges, freight discounts and installation expense. Software may, however, constitute only up to fifty percent (50%) of aggregate Equipment Advances. Additionally, tenant improvements to the Borrower's chief executive office may constitute only up to thirty five percent (35%) of aggregate Equipment Advances. (b) Interest shall accrue from the date of each outstanding Equipment Advance at the rate specified in Section 2.2(a2.3(a) and shall be payable monthly for each month through the month in which the Equipment Availability End Date falls. Any Equipment Advances that are outstanding on the Equipment Availability End Date will be payable in thirty-thirty six (36) equal monthly installments of principal, plus all accrued interest, beginning on the Payment Date of each the month following the Equipment Availability End Date and ending on the Equipment Maturity Date, at which time all Equipment Advances under this Section 2.1 and all other amounts due under this Agreement shall be immediately due and payable. Equipment Advances may be prepaid at any time without penalty, butAdvances, once repaid, may not be reborrowed. (c) When Borrower desires to obtain an Equipment Advance, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Pacific time one (1) Business Day before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit B. The notice shall be --------- signed by a Responsible Officer or its designee and shall constitute include a representation and warranty by Borrower that copy of the requested Equipment Advance is invoice for the purchase of Eligible EquipmentEquipment to be financed.

Equipment Advances. (a) Subject to and upon Through the terms and conditions soonest of this Agreementthe anniversary of the Closing Date or April 30, at any time from the date hereof through September 23, 1998 2004 (the "Equipment Availability End Date"), Bank agrees to will make advances (each an "Equipment Advance" and, collectively, the "Equipment Advances") to Borrower in an aggregate outstanding amount not to exceed (i) exceeding the Committed Equipment Line minus (ii) the face amount of all outstanding Letters of Credit (including drawn ----- but unreimbursed Letters of Credit), minus (iii) the Foreign Exchange Reserve, ----- minus (iv) the Cash Management Sublimit, minus (v) the Executive Guaranty ----- ----- ReserveLine. The Equipment Advances shall may only be used only to purchase finance or refinance Eligible Equipment purchased on or after one hundred fifty (150) within 90 days prior to before the date hereof of each Equipment Advance (or in the case of the initial Equipment Advance, within 120 days before the date of the initial Equipment Advance) and shall may not exceed one hundred percent (100%) % of the equipment invoice amount of such equipment approved from time to time by Bank, excluding taxes, shipping, warranty charges, freight discounts and installation expense. . Software may constitute up to $200,000 of the aggregate Equipment Advances. Each Equipment Advance must be for a minimum of $50,000. The number of Equipment Advances is limited to one (b1) per month. Interest shall accrue accrues from the date of each outstanding Equipment Advance at the rate specified in Section 2.2(a2.3 (a) and shall be is payable monthly for each month through the month in which until the Equipment Availability End Date fallsoccurs. Any Equipment Advances that are outstanding on the Equipment Availability End Date will be are payable in thirty-six (36) 36 equal monthly installments of principal, plus all accrued interestinterest at the rate in Section 2.3 (a), beginning on the Payment Date 1st of each month following the Equipment Availability End Date commencing May 1, 2004 and ending on April 1, 2007 (the "Equipment Maturity Date"). When repaid, at which time all Equipment Advances under this Section 2.1 and all other amounts due under this Agreement shall be immediately due and payable. Equipment Advances may be prepaid at any time without penalty, but, once repaid, may not be reborrowed. . Borrower shall be entitled to prepay all (cbut not less than all) When Borrower desires of the then current Obligations for the Equipment Advances, subject to prior written notice and payment of the applicable Prepayment Fee. To obtain an Equipment Advance, Borrower shall must notify Bank (which the notice shall be is irrevocable) by facsimile transmission to be received no later than 3:00 12:00 p.m. Pacific time one (1) Business Day before the day on which the Equipment Advance is to be made. Such The notice shall be substantially in the form of Exhibit B. The notice shall B (Payment/Advance Form) must be --------- signed by a Responsible Officer or designee and shall constitute a representation and warranty by Borrower that include copies of the requested Equipment Advance is invoices for the purchase of Eligible EquipmentEquipment being financed.

Equipment Advances. (a1) Subject to and upon the terms and conditions of this Agreement, at any time from the date hereof through September 23February 28, 1998 (the "Equipment Availability End Date"), Bank agrees to make advances (each an "Equipment Advance" and, and collectively, the "Equipment Advances") to Borrower in an aggregate outstanding amount not to exceed (i) the Committed Equipment Line minus (ii) Line. To evidence the face amount Equipment Advance or Equipment Advances, Borrower shall deliver to Bank, at the time of all outstanding Letters of Credit (including drawn ----- but unreimbursed Letters of Credit)each Equipment Advance request, minus (iii) an invoice for the Foreign Exchange Reserve, ----- minus (iv) the Cash Management Sublimit, minus (v) the Executive Guaranty ----- ----- Reserveequipment to be purchased. The Equipment Advances shall be used only to purchase or refinance Eligible Equipment purchased on or after one hundred fifty (150) days prior to the date hereof and shall not exceed one hundred percent One Hundred Percent (100%) of the invoice amount of such equipment approved from time to time by Bank, excluding taxes, shipping, warranty charges, freight discounts and installation expense. Software may, however, constitute up to twenty-five percent (25.0%) of aggregate Equipment Advances. (b2) Interest shall accrue from the date of each outstanding Equipment Advance at the rate specified of one percent (1.0%) per annum in Section 2.2(a) excess of the Bank's Prime Rate as amended by the Bank from time to time and shall be payable monthly for each month through the month in which the Equipment Availability End Date falls. Any Equipment Advances that are outstanding on the Equipment Availability End Date will be payable in thirty-six thirty (3630) equal monthly installments of principal, plus all accrued interest, beginning on the Payment Date of each month following the Equipment Availability End Date and ending on the Maturity Date, at which time all Equipment Advances under this Section 2.1 and all other amounts due under this Agreement shall be immediately due and payable. Equipment Advances may be prepaid at any time without penalty, butAdvances, once repaid, may not be reborrowed. (c3) When Borrower desires to obtain an Equipment Advance, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Pacific time one (1) Business Day before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit EXHIBIT B. The notice shall be --------- signed by a Responsible Officer or its designee and shall constitute include a representation and warranty by Borrower that copy of the requested Equipment Advance is invoice for the purchase of Eligible EquipmentEquipment to be financed.

Equipment Advances. (a) Subject to and upon the terms and conditions of this Agreement, Bank agrees, at any time from the date hereof of this Agreement through September 23, 1998 (the "Equipment Availability End Date"), Bank agrees Date to make advances (each an "Equipment Advance" and, collectively, the "Equipment Advances") Advances to Borrower in an aggregate outstanding amount not to exceed (i) the Committed Equipment Line minus (ii) the face principal amount of all up to Two Million Dollars ($2,000,000); provided that Equipment Advances may not exceed One Million Dollars ($1,000,000) until Bank receives a forecast approved by Borrower's board of directors concerning Borrower's business for not less than four quarters after the Closing Date, which forecast is reasonably acceptable to Bank in form and substance. On the date of each Equipment Advance, Borrower shall provide invoices and other documents as reasonably requested by Bank, in form and content satisfactory to Bank, demonstrating that the Equipment Advances then outstanding Letters of Credit (including drawn ----- but unreimbursed Letters of Credit)A) shall be used to finance or refinance, minus as the case may be, Equipment reasonably acceptable to Bank (iii) which in any case for the Foreign Exchange Reserveinitial Equipment Advance shall have been purchased after July 2, ----- minus (iv) the Cash Management Sublimit, minus (v) the Executive Guaranty ----- ----- Reserve. The 1997 and for subsequent Equipment Advances shall be used only to purchase or refinance Eligible Equipment have been purchased on or after one hundred fifty (150) days prior to contemporaneously with the date hereof of the request for the Equipment Advance), and (B) shall not exceed one hundred percent (100%) of the invoice amount cost of such equipment approved from time to time by BankEquipment, excluding any and all installation, freight or warranty expenses or sales taxes, shippingand (C) that no more than thirty-three percent (33%) of the aggregate outstanding Equipment Advances shall finance software licenses, warranty chargesleasehold improvements, taxes, freight discounts and or installation expense. (b) Interest shall accrue from the date of each outstanding costs, used equipment, or other soft costs. Each Equipment Advance at the rate specified must be in Section 2.2(a) and shall an amount exceeding Fifty Thousand Dollars ($50,000). There may be payable monthly for each month through the month in which the Equipment Availability End Date falls. Any Equipment Advances that are outstanding on the Equipment Availability End Date will be payable in thirty-no more than six (366) equal monthly installments of principal, plus all accrued interest, beginning on the Payment Date of each month following the Equipment Availability End Date and ending on the Maturity Date, at which time all Equipment Advances under Advances. Amounts borrowed pursuant to this Section 2.1 and all other amounts due under this Agreement shall be immediately due and payable. Equipment Advances 2.2 may be prepaid repaid at any time prior to the Equipment Maturity Date without premium or penalty, but, once repaid, . Amounts borrowed pursuant to this Section 2.2 may not be reborrowedreborrowed once repaid. (c) When Borrower desires to obtain an Equipment Advance, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Pacific time one (1) Business Day before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit B. The notice shall be --------- signed by a Responsible Officer and shall constitute a representation and warranty by Borrower that the requested Equipment Advance is for the purchase of Eligible Equipment.

Equipment Advances. (a) Subject to and upon the terms and conditions of this Agreement, at any time from the date hereof through September 23, 1998 (the "Equipment Availability End Date"), Bank agrees to make lend to Borrower, from time to time prior to December 31, 2002, equipment advances (each an "Equipment Advance" and, collectively, and collectively the "Equipment Advances") to Borrower in an aggregate outstanding amount not to exceed (i) the Committed Equipment Line minus (ii) Line. When repaid, the face amount of all outstanding Letters of Credit (including drawn ----- but unreimbursed Letters of Credit), minus (iii) the Foreign Exchange Reserve, ----- minus (iv) the Cash Management Sublimit, minus (v) the Executive Guaranty ----- ----- ReserveEquipment Advances may not be re-borrowed. The proceeds of the Equipment Advances shall be used only solely to reimburse Borrower for the purchase or refinance of Eligible Equipment purchased on or after one hundred fifty within ninety (15090) days prior to (determined based upon the applicable invoice date hereof and shall not exceed one hundred percent (100%of such Eligible Equipment) of the invoice Equipment Advance and to purchase new Eligible Equipment. Bank's obligation to lend hereunder shall terminate on the earlier of (i) the occurrence and continuance of an Event of Default, or (ii) December 31, 2002. For purposes of this Section, the minimum amount of such equipment approved from time each Equipment Advance is One Hundred Thousand Dollars ($100,000.00). Notwithstanding the foregoing, the initial Equipment Advance hereunder (the "Initial Equipment Advance") may be used by Borrower to time finance Eligible Equipment purchased with an invoice date as of or after May 1, 2001. The Initial Equipment Advance shall be requested by Bank, excluding taxes, shipping, warranty charges, freight discounts and installation expenseBorrower within twenty (20) days after the Closing Date. Borrower may repay any scheduled payment hereunder. (b) Interest shall accrue from the date of each outstanding Equipment Advance at the rate specified in Section 2.2(a) and shall be payable monthly for each month through the month in which the Equipment Availability End Date falls. Any Equipment Advances that are outstanding on the Equipment Availability End Date will be payable in thirty-six (36) equal monthly installments of principal, plus all accrued interest, beginning on the Payment Date of each month following the Equipment Availability End Date and ending on the Maturity Date, at which time all Equipment Advances under this Section 2.1 and all other amounts due under this Agreement shall be immediately due and payable. Equipment Advances may be prepaid at any time without penalty, but, once repaid, may not be reborrowed. (c) When Borrower desires to To obtain an Equipment Advance, Borrower shall must notify Bank (which the notice shall be is irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Pacific Eastern time one (1) Business Day before the day on which the Equipment Advance is to be made. Such The notice shall be substantially in the form of Exhibit B. The notice shall B (Payment/Advance Form) must be --------- signed by a Responsible Officer or designee and shall constitute include a representation and warranty by Borrower that copy of the requested invoice for the Equipment being financed. Each Equipment Advance is for may not exceed 100% of the purchase Original Stated Cost of Eligible the Financed Equipment.

Equipment Advances. (a) Subject to and upon the terms and conditions of this Agreement, at any time from the date hereof through September 23, 1998 Bank agrees to make a single advance (the "Equipment Availability End Date"), Bank agrees to make advances (each an "Equipment Advance" and, collectively, the "Equipment Advances") to Borrower in an aggregate outstanding amount not to exceed (i) the Committed Equipment Line minus (ii) Line. To evidence the face amount Equipment Advance, Borrower shall deliver to Bank, at the time of all outstanding Letters of Credit (including drawn ----- but unreimbursed Letters of Credit)the Equipment Advance request, minus (iii) an invoice for the Foreign Exchange Reserve, ----- minus (iv) the Cash Management Sublimit, minus (v) the Executive Guaranty ----- ----- ReserveEquipment to be purchased. The Equipment Advances Advance shall be used only to purchase or refinance Eligible Equipment purchased on or after one hundred fifty before six (1506) days months prior to the date hereof Closing Date and shall not exceed one hundred percent (100%) of the invoice amount of such equipment or leasehold improvement cost approved from time to time by Bank, excluding taxes, shipping, warranty charges, freight discounts and installation expense. Leasehold improvements may not constitute in excess of fifty percent (50%) of the Equipment Advance. (b) Interest shall accrue from the date of each outstanding the Equipment Advance at the rate specified in Section 2.2(a) and shall be payable monthly for each month through the month in which the 2.3(a). The Equipment Availability End Date falls. Any Equipment Advances that are outstanding on the Equipment Availability End Date Advance will be payable in thirtyforty-six two (3642) equal monthly installments of principal, plus all accrued interest, beginning on February 16, 1998, and continuing on the Payment Date of each month following the Equipment Availability End Date and ending on thereafter through the Maturity Date, at which time all Equipment Advances outstanding Obligations under this Section 2.1 and all other amounts due under this Agreement 21.2 shall be immediately due and payable. The Equipment Advances may be prepaid at any time without penalty, butAdvance, once repaid, may not be reborrowed. (c) When Borrower desires to obtain an the Equipment Advance, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Pacific time one (1) Business Day before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit B. The notice shall be --------- signed by a Responsible Officer or its designee and shall constitute include a representation and warranty by Borrower that copy of the requested invoice relating to the Equipment Advance is for the purchase of Eligible Equipmentto be financed.

Equipment Advances. (a) Subject to and upon the terms and conditions of this AgreementThrough January 28, at any time from the date hereof through September 23, 1998 2005 (the "Equipment Availability End Date"), Bank agrees to will make advances (each an "Equipment Advance" and, collectively, the "Equipment Advances") to Borrower in an aggregate outstanding amount not to exceed (i) exceeding the Committed Equipment Line minus (ii) Line. Subject to subsection "d" below, the face amount of all outstanding Letters of Credit (including drawn ----- but unreimbursed Letters of Credit), minus (iii) the Foreign Exchange Reserve, ----- minus (iv) the Cash Management Sublimit, minus (v) the Executive Guaranty ----- ----- Reserve. The Equipment Advances shall may only be used only to purchase finance or refinance Eligible Equipment purchased on or after one hundred fifty (150) 90 days prior to before the date hereof of each Equipment Advance and shall may not exceed one hundred percent (100%) % of the equipment invoice amount of such equipment approved from time to time by Bank, excluding taxes, shipping, warranty charges, freight discounts and installation expense, provided that software licenses, leasehold improvements and other soft costs may constitute up to but not exceed 25% of the aggregate Equipment Advances. Each Equipment Advance must be for a minimum of $50,000. (b) Interest shall accrue accrues from the date of each outstanding Equipment Advance at the rate specified in Section 2.2(a2.3(a) and shall be is payable monthly for each month through the month in which until the Equipment Availability End Date fallsoccurs. Any Equipment Advances that are outstanding on the Equipment Availability End Date will be are payable in thirty-six (36) 36 equal monthly installments of principal, plus all accrued interest, beginning on the Payment Date 25th of each month following the Equipment Availability End Date and ending on until January 25, 2008 (the "Equipment Maturity Date"), at on which time date all Equipment Advances under this Section 2.1 remaining principal and all other amounts due under this Agreement accrued interest shall be immediately due and payablepaid in full. Equipment Advances may be prepaid at any time without penalty, but, once repaid, when repaid may not be reborrowed. (c) When Borrower desires to To obtain an Equipment Advance, Borrower shall must notify Bank (which the notice shall be is irrevocable) by facsimile transmission to be received no later than 3:00 2:00 p.m. Pacific time one (1) 1 Business Day before the day on which the Equipment Advance is to be made. Such The notice shall be substantially in the form of Exhibit B. The notice shall B (Payment/Advance Form) must be --------- signed by a Responsible Officer or designee and shall constitute include a representation copy of the invoice for the Equipment being financed. (d) Notwithstanding subsections "a" and warranty by Borrower that the requested "c" above, if an Equipment Advance is to be made immediately upon the closing hereof, for purposes of such Equipment Advance only, (i) the Equipment Advance may be used to finance or refinance Eligible Equipment purchased (y) on or after 180 days before the date of such Equipment Advance and (z) Eligible Equipment not yet purchased but to be purchased before the Equipment Availability End Date, and (ii) the notice required by subsection "c" shall specify the amount of Equipment Advances that are being requested for Eligible Equipment that has not yet been purchased. If Borrower receives Equipment Advances with respect to Eligible Equipment not yet purchased, pursuant to "z" above, then upon each purchase of such Eligible EquipmentEquipment Borrower shall immediately provide a copy of the invoice for such Equipment to Bank, and if on the Equipment Availability End Date the Equipment Advances exceed the cost (computed in accordance with subsection "a" above) of Eligible Equipment which Borrower has purchased and for which Borrower has provided Bank with invoices, then Borrower shall immediately pay the amount of such excess to Bank. (e) If Borrower shall pay all or any portion of the Equipment Advances prior to its due date, or if all or any portion of the Equipment Advances is declared due and payable prior to its due date as a result of an Event of Default, then Borrower shall pay Bank a fee with respect to each such prepaid or accelerated amount equal to 1% of said amount. The foregoing fee shall not be charged with respect to a prepayment that results from the replacement of the Term Loan with a new facility from another division of the Bank, provided that no Event of Default then exists.

Equipment Advances. (a) Subject to and upon the terms and conditions of this Agreement, at any time from the date hereof through September 23April 21, 1998 (the "Equipment Availability End Date"), Bank agrees to make advances (each an "Equipment Advance" and, and collectively, the "Equipment Advances") to Borrower in an aggregate outstanding amount not to exceed (i) the Committed Equipment Line minus (ii) Line. To evidence the face amount Equipment Advance or Equipment Advances, Borrower shall deliver to Bank, at the time of all outstanding Letters of Credit (including drawn ----- but unreimbursed Letters of Credit)each Equipment Advance request, minus (iii) an invoice for the Foreign Exchange ReserveEquipment, ----- minus (iv) the Cash Management Sublimit, minus (v) the Executive Guaranty ----- ----- Reservesoftware and leaseholds to be purchased. The Equipment Advances shall be used only to purchase or refinance Eligible Equipment purchased on or after one hundred fifty (150) days prior to the date hereof Equipment, software and leaseholds and shall not exceed one hundred percent One Hundred Percent (100%) of the invoice amount of such equipment equipment, software and leaseholds approved from time to time by Bank, excluding taxes, shipping, warranty charges, freight discounts and installation expense. (b) Interest shall accrue from the date of each outstanding Equipment Advance at the rate specified in Section 2.2(a) SECTION 2.3(A)(ii), and shall be payable monthly for each month through the month in which the Equipment Availability End Date falls. Any Equipment Advances that are outstanding on the Equipment Availability End Date will be payable in thirty-six (36) equal monthly installments of principal, plus and all accrued interest, beginning on the Payment Date of each month following the Equipment Availability End Date and ending on no later than the Equipment Maturity Date, at which time all Equipment Advances under this Section 2.1 and all other amounts due under this Agreement shall be immediately due and payable. Equipment Advances may be prepaid at any time without penalty, butAdvances, once repaid, may not be reborrowed. (c) When Borrower desires to obtain an Equipment Advance, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Pacific time one (1) Business Day before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit EXHIBIT B. The notice shall be --------- signed by a Responsible Officer or its designee and shall constitute include a representation and warranty by Borrower that copy of the requested Equipment Advance is invoice for the purchase Equipment to be financed. Borrower promises to pay to the order of Eligible EquipmentBank, in lawful money of the United States of America, the aggregate unpaid principal amount of all Advances made by Bank to Borrower hereunder. Borrower shall also pay interest on the unpaid principal amount of such Advances at rates in accordance with the terms hereof.

Equipment Advances. (a) Subject to and upon the terms and conditions of this Agreement, at any time from the date hereof through September 23October 14, 1998 (the "Equipment Availability End Date"), Bank agrees to make advances (each an "Equipment Advance" and, collectively, the "Equipment Advances") to Borrower in an aggregate outstanding amount not to exceed (i) the Committed Equipment Line minus (ii) Line. To evidence the face amount Equipment Advance or Equipment Advances, Borrower shall deliver to Bank, at the time of all outstanding Letters of Credit (including drawn ----- but unreimbursed Letters of Credit)each Equipment Advance request, minus (iii) an invoice for the Foreign Exchange Reserve, ----- minus (iv) the Cash Management Sublimit, minus (v) the Executive Guaranty ----- ----- Reserveequipment to be purchased. The Equipment Advances shall be used only to purchase or refinance Eligible Equipment purchased on or after one hundred fifty ninety (15090) days prior to the date hereof and shall not exceed one hundred percent (100%) of the invoice amount of such equipment approved from time to time by Bank, excluding taxes, shipping, warranty charges, freight discounts and installation expense. (b) Interest shall accrue from the date of each outstanding Equipment Advance at the rate specified in Section 2.2(a) 2.3(a), and shall be payable monthly for each month through the month in which the Equipment Availability End Date falls. Any Equipment Advances that are outstanding on the Equipment Availability End Date will be payable in thirtytwenty-six four (3624) equal monthly installments of principal, plus all accrued interest, beginning on the Payment Date of each month following the Equipment Availability End Date and ending on the Maturity Date, at which time all Equipment Advances under this Section 2.1 and all other amounts due under this Agreement shall be immediately due and payable. Equipment Advances may be prepaid at any time without penalty, butAdvances, once repaid, may not be reborrowed. (c) When Borrower desires to obtain an Equipment Advance, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Pacific time one (1) Business Day before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit B. The notice shall be --------- signed by a Responsible Officer or its designee and shall constitute include a representation and warranty by Borrower that copy of the requested Equipment Advance is invoice for the purchase of Eligible EquipmentEquipment to be financed. (d) The Committed Equipment Line shall terminate on the Maturity Date, at which time all Equipment Advances under this Section 2.1.2 and any other sums due under this Agreement shall be immediately due and payable.

Equipment Advances. (a) Subject to and upon the terms and conditions of this Agreement, at any time from the date hereof through September 23JANUARY 2, 1998 (the "Equipment Availability End Date")1999, Bank agrees to make advances (each an in "Equipment Advance" and, and collectively, the "Equipment Advances") to Borrower in an aggregate outstanding amount not to exceed (i) the Committed Equipment Line minus (ii) Line. To evidence the face amount Equipment Advance or Equipment Advances, Borrower shall deliver to Bank, at the time of all outstanding Letters of Credit (including drawn ----- but unreimbursed Letters of Credit)each Equipment Advance request, minus (iii) an invoice for the Foreign Exchange Reserve, ----- minus (iv) the Cash Management Sublimit, minus (v) the Executive Guaranty ----- ----- Reserveequipment to be purchased or financed. The Equipment Advances shall be used only to purchase or refinance Eligible finance Equipment purchased on or after one hundred fifty (150) days prior to the date hereof and shall not exceed one hundred percent (100%) of the invoice amount of such equipment approved from time to time by Bank, and shall not exceed ONE HUNDRED Percent (100%) (i) of the invoice amount of Equipment purchased on or after April 1, 1998, excluding taxes, shipping, warranty charges, freight discounts and installation expense, and (ii) of the book value of Equipment purchased prior to April 1, 1998. (b) Interest shall accrue from the date of each outstanding Equipment Advance on the average daily balance thereof, at a per annum rate equal to ONE (1.0) percentage point above the rate specified in Section 2.2(a) Prime Rate and shall be payable monthly for on the Payment Date of each month through the month in which the Equipment Availability End Date fallsDecember 31, 1998. Any Equipment Advances that are outstanding on the Equipment Availability End Date January 2, 1999 will be payable in thirty-six THIRTY (3630) equal monthly installments of principal, plus all accrued interest, beginning on the Payment Date of each month following the Equipment Availability End Date commencing January 29, 1999 and ending on the Equipment Line Maturity Date, at which time all Equipment Advances under this Section 2.1 and all other amounts due under this Agreement shall be immediately due and payable. Equipment Advances may be prepaid at any time without penalty, butAdvances, once repaid, may not be reborrowed. (c) When Borrower desires to obtain an Equipment Advance, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Pacific time one (1) Business Day before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit B. The notice shall be --------- signed by a Responsible Officer or its designee and shall constitute include a representation and warranty by Borrower that copy of the requested Equipment Advance is invoice(s) for the purchase of Eligible EquipmentEquipment to be financial.

Equipment Advances. (ai) Subject to and upon the terms and conditions of this Agreement, at any time from the date hereof through September 23, 1998 (the "Equipment Availability End first anniversary of the Closing Date"), Bank agrees to make advances (Equipment Advances to Borrower, each an "Equipment Advance" andin a minimum amount of $100,000, collectively, the "Equipment Advances") to Borrower and in an aggregate outstanding amount not to exceed One Million Dollars (i) the Committed $1,000,000). Each Equipment Line minus (ii) the face amount of all outstanding Letters of Credit (including drawn ----- but unreimbursed Letters of Credit), minus (iii) the Foreign Exchange Reserve, ----- minus (iv) the Cash Management Sublimit, minus (v) the Executive Guaranty ----- ----- Reserve. The Equipment Advances shall be used only to purchase or refinance Eligible Equipment purchased on or after one hundred fifty (150) days prior to the date hereof and Advance shall not exceed one hundred percent (100%) of the invoice amount of such equipment Equipment and software approved by Bank from time to time by Bank(which Borrower shall, excluding in any case, have closed the purchase within 90 days of the date of the corresponding Equipment Advance), and not more than twenty five percent (25%) of each Equipment Advance being used for taxes, shipping, warranty charges, freight discounts and installation expenseexpense and other soft costs. (bii) Interest shall accrue from the date of each outstanding Equipment Advance at the rate specified in Section 2.2(a) 2.3, and shall be payable monthly for on the tenth day of each month through the month in which the Equipment Availability End Date falls. Any so long as any Equipment Advances that are outstanding on the outstanding. Equipment Availability End Date will Advances made during any particular Draw Period shall be payable in thirty-thirty six (36) equal monthly installments of principal, plus all accrued interest, beginning on the Payment Date tenth day of the month following the end of such Draw Period, and continuing on the tenth day of each month following thereafter through the Equipment Availability End Date and ending on the Maturity Date, at which time all Equipment Advances amounts owing under this Section 2.1 2.1(b) and all any other amounts due owing under this Agreement shall be immediately due and payable. Equipment Advances may be prepaid at any time without penalty, butAdvances, once repaid, may not be reborrowed. Borrower may prepay any Equipment Advances without penalty or premium. (ciii) When Borrower desires to obtain an Equipment Advance, Borrower shall notify Bank (which notice shall be irrevocable) by electronic mail or facsimile transmission to be received no later than 3:00 p.m. Pacific time one three (13) Business Day Days before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of the Equipment Advance Request Form attached hereto as Exhibit B. The notice shall be --------- signed by a Responsible Officer or its designee and shall constitute include a representation copy of the invoice and warranty by Borrower that the requested proof of payment of such invoice for any Equipment Advance is for the purchase of Eligible Equipmentto be financed and such other information as Bank may reasonably request.

Equipment Advances. (ai) Subject to and upon the terms and conditions of this Agreement, at any time from the date hereof through September 23November 14, 1998 (the "Equipment Availability End Date")2005, Bank agrees to make advances (each an "“Equipment Advance" ” and, collectively, the "“Equipment Advances"”) to Borrower in an aggregate outstanding principal amount not to exceed (i) the Committed Equipment Line minus (ii) the face amount of all outstanding Letters of Credit (including drawn ----- but unreimbursed Letters of Credit), minus (iii) the Foreign Exchange Reserve, ----- minus (iv) the Cash Management Sublimit, minus (v) the Executive Guaranty ----- ----- ReserveLine. The Each Equipment Advances shall be used only to purchase or refinance Eligible Equipment purchased on or after one hundred fifty (150) days prior to the date hereof and Advance shall not exceed one hundred percent (100%) of the invoice amount of such equipment approved from time to time by Bankequipment, excluding furniture, and tenant improvements, and any taxes, shippingcosts and expenses associated therewith (which Borrower shall, warranty chargesin any case, freight discounts and installation expensehave purchased within 180 days of the corresponding Equipment Advance). Notwithstanding the foregoing, no more than 75% of the total available Equipment Line may be used to finance tenant improvements. (bii) Interest shall accrue from the date of each outstanding Equipment Advance at the rate specified in Section 2.2(a) 2.2, and shall be payable monthly for until the next Amortization Start Date on the fourteenth day of each month through the month in which the Equipment Availability End Date fallsmonth. Any On each Amortization Start Date, any Equipment Advances that are outstanding on the Equipment Availability End Date will and not already amortizing shall be payable in thirty-six (36) equal monthly installments of principal, plus all accrued interest, beginning on the Payment Date following fourteenth calendar day after such date and continuing on the same day of each month following thereafter through the Equipment Availability End Date and ending on the Maturity Date, at which time all Equipment Advances amounts owing under this Section 2.1 2.1(b) and all any other amounts due owing under this Agreement shall be immediately due and payable. Equipment Advances may be prepaid at any time without penalty, butAdvances, once repaid, may not be reborrowed. Borrower may prepay any Equipment Advances without penalty or premium. (ciii) When Borrower desires to obtain an Equipment Advance, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Pacific time one three (13) Business Day Days before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit B. The notice shall be --------- signed by a Responsible Officer or its designee and shall constitute include a representation copy of the invoice and warranty by Borrower that the requested proof of payment of such invoice for any Equipment Advance is for the purchase of Eligible Equipmentto be financed.

Equipment Advances. (a) Subject to and upon the terms and conditions of this Agreement, at any time from the date hereof through September 23, 1998 Bank will make an advance (the "Equipment Availability End Date"), Bank agrees to make advances (each an "Initial Equipment Advance" and, collectively, ") not exceeding the Committed Equipment Line. The Initial Equipment Advance may not exceed the lesser of (i) 50% of the net book value of the continous passive motion devices in the rental base or (ii) the Committed Equipment Line. All subsequent Equipment Advances (the "Subsequent Equipment Advances") to Borrower in an aggregate outstanding amount shall be made on a semi-annual basis not to exceed the lesser of (i) 75% of the in-service cost of newly manufactured and rebuilt devices or (ii) the Committed Equipment Line minus (ii) the face amount of all outstanding Letters of Credit (including drawn ----- but unreimbursed Letters of Credit), minus (iii) the Foreign Exchange Reserve, ----- minus (iv) the Cash Management Sublimit, minus (v) the Executive Guaranty ----- ----- ReserveLine. The Equipment Advances shall made under this Section may be used only to purchase or refinance Eligible Equipment purchased on or after one hundred fifty (150) days prior to repaid and reborrowed during the date hereof and shall not exceed one hundred percent (100%) term of the invoice amount of such equipment approved from time to time by Bank, excluding taxes, shipping, warranty charges, freight discounts and installation expenseCommitted Equipment Line. (b) Interest shall accrue accrues from the date of each outstanding the Initial and Subsequent Equipment Advance Advances at the rate specified in Section 2.2(a2.3(a) and is payable monthly until the May 1, 2000 (the "Equipment Maturity Date"). The Initial Equipment Advance payment will be determined by dividing the outstanding principal balance by 30, which sum will constitute the monthly principal payments due to Bank. Such payments shall be payable monthly for each 30 months beginning one month through following the month in which date of the Initial Equipment Availability End Date falls. Any Equipment Advances that are outstanding Advance and all subsequent payments of principal will be due on the Equipment Availability End Date will be payable in thirty-six (36) equal monthly installments of principal, plus all accrued interest, beginning on the Payment Date same day of each month thereafter through the Equipment Maturity Date. The repayment of all outstanding Subsequent Equipment Advances shall be 4 determined on a semi-annual basis, following the Initial Equipment Availability End Date Advance by dividing the aggregate outstanding Equipment Advances by 30, which sum will constitute the monthly principal payment due to Bank. Such payments shall be payable beginning one month following the date of the Subsequent Equipment Advance and ending all subsequent payments of principal will be due on the same day of each month thereafter through the Equipment Maturity Date, at which time all Equipment Advances under this Section 2.1 and all other amounts due under this Agreement shall be immediately due and payable. Equipment Advances may be prepaid at any time without penalty, but, once repaid, may not be reborrowed. (c) When Borrower desires to To obtain an Equipment Advance, Borrower shall must notify Bank (which the notice shall be is irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Pacific time one (1) 1 Business Day before the day on which the Equipment Advance is to be made. Such The notice shall be substantially in the form of Exhibit B. The notice shall B (Payment/Advance Form) must be --------- signed by a Responsible Officer or designee and shall constitute include a representation and warranty by Borrower that copy of the requested Equipment Advance is invoice for the purchase of Eligible EquipmentEquipment being financed.

Equipment Advances. (ai) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make Equipment Advances to Borrower. Borrower may request Equipment Advances at any time from the date hereof through September 23December 28, 1998 (the "Equipment Availability End Date"), Bank agrees to make advances (each an "Equipment Advance" and, collectively, the "Equipment Advances") to Borrower in an 2006. The aggregate outstanding amount not to exceed (i) of the Committed Equipment Line minus (ii) the face amount of all outstanding Letters of Credit (including drawn ----- but unreimbursed Letters of Credit), minus (iii) the Foreign Exchange Reserve, ----- minus (iv) the Cash Management Sublimit, minus (v) the Executive Guaranty ----- ----- Reserve. The Equipment Advances shall be used only to purchase or refinance Eligible not exceed the Equipment purchased on or after one hundred fifty (150) days prior to the date hereof and Line. Each Equipment Advance shall not exceed one hundred percent (100%) of the invoice amount of such equipment approved from equipment, capitalized software and tenant improvements (which Borrower shall, in any case, have purchased within 90 days of the date of the corresponding Equipment Advance or after April 1, 2005 in the case of Equipment, capitalized software and/or tenant improvements not present at Borrower at the time to time by of Bank’s appraisal), excluding taxes, shipping, warranty charges, freight discounts and installation expense. Equipment Advances for capitalized software and tenant improvements shall not exceed ten percent (10%) of the Equipment Line. (bii) Interest shall accrue from the date of Borrower receives each outstanding Equipment Advance at the rate specified in Section 2.2(a) 2.3 (a), and shall be payable monthly for each month through the month in which the Equipment Availability End Date fallsaccordance with Section 2.3(c). Any Equipment Advances that are outstanding on the Equipment Availability End Maturity Date will shall be payable in thirty-six (36) equal monthly installments a single payment of principal, plus all accrued interest, beginning on the Payment Date of each month following the Equipment Availability End Date and ending on the Maturity Date, at which time all amounts due in connection with Equipment Advances made under this Section 2.1 and all other amounts due under this Agreement 2.1(c) shall be immediately due and payable. Equipment Advances may be prepaid at any time without penalty, butAdvances, once repaid, may not be reborrowed. Borrower may prepay any Equipment Advances without penalty or premium. (ciii) When Borrower desires to obtain an Equipment Advance, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Pacific time one three (13) Business Day Days before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit B. The notice shall be --------- signed by a Responsible Officer or its designee and shall constitute include a representation and warranty by Borrower that copy of the requested invoice for any Equipment Advance is for the purchase of Eligible Equipmentto be financed.

Equipment Advances. (a) Subject to and upon the terms and conditions of this AgreementThrough September 30, at any time from the date hereof through September 23, 1998 2002 (the "Equipment Availability End Date"), Bank agrees to will make advances (each an "Equipment Advance" and, collectively, the "Equipment Advances") to Borrower in an aggregate outstanding amount not to exceed (i) exceeding the Committed Equipment Line minus (ii) the face amount of all outstanding Letters of Credit (including drawn ----- but unreimbursed Letters of Credit), minus (iii) the Foreign Exchange Reserve, ----- minus (iv) the Cash Management Sublimit, minus (v) the Executive Guaranty ----- ----- ReserveLine. Equipment Advances when repaid may not be reborrowed. The Equipment Advances shall may only be used only to purchase finance new or refinance used Eligible Equipment purchased on or after one hundred fifty (150) 90 days prior to before the date hereof and shall of each Equipment Advance; provided, however, that the initial Equipment Advance -------- ------- may be used to finance Eligible Equipment purchased on or after 180 days before the date of such Equipment Advance. Each Equipment Advance may not exceed one hundred percent (100%) % of the equipment invoice amount of such equipment approved from time to time by Bank, excluding taxes, shipping, warranty charges, freight discounts and installation expense. Other Equipment may constitute up to 25% of the aggregate Equipment Advances. Each Equipment Advance shall be considered a promissory note evidencing the amounts due hereunder for all purposes. The maximum number of Equipment Advances that will be made is seven (7). (b) Interest shall accrue from the date of each outstanding Equipment Advance at the rate specified in Section 2.2(a) and shall be payable monthly for each month through the month in which the Equipment Availability End Date falls. Any Equipment Advances that are outstanding on the Equipment Availability End Date will be payable in thirty-six (36) equal monthly installments of principal, plus all accrued interest, beginning on the Payment Date of each month following the Equipment Availability End Date and ending on the Maturity Date, at which time all Equipment Advances under this Section 2.1 and all other amounts due under this Agreement shall be immediately due and payable. Equipment Advances may be prepaid at any time without penalty, but, once repaid, may not be reborrowed. (c) When Borrower desires to To obtain an Equipment Advance, Borrower shall must notify Bank (which the notice shall be is irrevocable) by facsimile transmission to be received no later than 3:00 12:00 p.m. Pacific time one (1) 1 Business Day before the day on which the Equipment Advance is to be made. Such The notice shall be substantially in the form of Exhibit B. The notice shall B (Payment/Advance Form) must be --------- signed by a Responsible Officer or designee and shall constitute include a representation copy of the invoice for the Equipment being financed. (c) Borrower will make monthly payments of principal and warranty by Borrower that the requested accrued interest for each Equipment Advance (collectively, "Scheduled Payments"), on the last Business Day of the month following the Funding Date (or commencing on the Funding Date if the Funding Date is the last Business Day of the month) with respect to such Equipment Advance and continuing thereafter during the Repayment Period on the last Business Day of each calendar month (each a "Payment Date"), in an amount equal to the Loan Factor multiplied by the Equipment Loan Amount for such Equipment Advance as of such Payment Date. All unpaid principal and accrued interest is due and payable in full on the purchase last Payment Date with respect to such Equipment Advance. Payments received after 12:00 noon Pacific time are considered received at the opening of Eligible Equipmentbusiness on the next Business Day. An Equipment Advance may only be prepaid in accordance with Section 2.1.5 (f) and (g). (d) Borrower will pay interest on the Payment Dates (as described above) at the rate in Section 2.3(a)(ii). (e) On the Equipment Maturity Date with respect to each Equipment Advance, Borrower will pay, in addition to the unpaid principal and accrued interest and all other amounts due on such date with respect to such Equipment Advance, an amount equal to the Equipment Advance Final Payment. (f) If the Equipment Advances are accelerated following the occurrence of an Event of Default or otherwise, then Borrower will immediately pay to Bank (i) all unpaid Scheduled Payments (including principal and interest) with respect to each Equipment Advance, (ii) all remaining Scheduled Payments (including principal and interest unpaid)

Equipment Advances. (a) Subject to and upon the terms and conditions of this AgreementThrough December 16, at any time from the date hereof through September 23, 1998 2005 (the "Equipment Availability End DateEQUIPMENT AVAILABILITY END DATE"), Bank agrees to will make advances (each each, an "Equipment AdvanceEQUIPMENT ADVANCE" and, collectively, the "Equipment AdvancesEQUIPMENT ADVANCES") to Borrower in an aggregate outstanding amount not to exceed (i) exceeding the Committed Equipment Line minus (ii) the face amount of all outstanding Letters of Credit (including drawn ----- but unreimbursed Letters of Credit), minus (iii) the Foreign Exchange Reserve, ----- minus (iv) the Cash Management Sublimit, minus (v) the Executive Guaranty ----- ----- ReserveLine. The Equipment Advances shall may only be used only to purchase or refinance Eligible Equipment within 90 days of the invoice date, or, in the case of the initial advance, purchased on or after one hundred fifty (150) days prior to the date hereof and shall not exceed one hundred percent (100%) of the invoice amount of such equipment approved from time to time by BankSeptember 1, excluding taxes, shipping, warranty charges, freight discounts and installation expense2004. (b) Interest shall accrue accrues from the date of each outstanding Equipment Advance (each, an "EQUIPMENT ADVANCE FUNDING DATE") at the rate specified in Section 2.2(a) and shall be payable monthly for each month through the month in which the 2.4(a). Each Equipment Availability End Date falls. Any Equipment Advances that are outstanding on the Equipment Availability End Date will be Advance is payable in thirty-six (36) 36 equal monthly installments of principal, plus all accrued interest, beginning on the Payment Date first of each the month following the Equipment Availability End Advance Funding Date for such Equipment Advance and ending on the Equipment Maturity Date, at which time all Date for such Equipment Advances under this Section 2.1 and all other amounts due under this Agreement shall be immediately due and payableAdvance. Equipment Advances may be prepaid at any time without penalty, but, once repaid, when repaid may not be reborrowed. (c) When Borrower desires to To obtain an Equipment Advance, Borrower shall notify must provide notice in the form of a Payment/Advance Form to Bank (which the notice shall be is irrevocable) by facsimile transmission to be received no later than 3:00 p.m. 12:00 noon Pacific time Time one (1) Business Day before the day on which the Equipment Advance is to be made. Such notice shall The Payment/Advance Form must be substantially in the form of Exhibit B. The notice shall be --------- signed by a Responsible Officer or designee and shall constitute include a representation copy of the invoice for the Equipment being financed. (d) The outstanding principal amount of term loans previously advanced by Bank to Borrower pursuant to that certain Loan and warranty Security Agreement dated 2. March 28, 2003, as amended by Borrower that Amendment to Loan Documents dated July 17, 2003, as further amended by that certain Amendment to Loan Documents dated September 26, 2003, and Amended and Restated Loan and Security Agreement dated December 19, 2003 are set forth on Schedule A attached hereto (the "EXISTING EQUIPMENT DEBT"). The Existing Equipment Debt shall, for all purposes hereof, be "Equipment Advances" hereunder and be governed by all the terms and conditions of this Agreement, except that the requested principal of said Existing Equipment Advance is for the purchase of Eligible Equipment.Debt shall continue to be payable as set forth on Schedule A.

Equipment Advances. (a) Subject to and upon the terms and conditions of this AgreementThrough October 29, at any time from the date hereof through September 23, 1998 2005 (the "“Equipment Availability End Date"”), Bank agrees to will make advances (each an "“Equipment Advance" ” and, collectively, the "“Equipment Advances"”) to Borrower in an aggregate outstanding amount not to exceed (i) the Committed Equipment Line minus (ii) the face amount of all outstanding Letters of Credit (including drawn ----- but unreimbursed Letters of Credit), minus (iii) the Foreign Exchange Reserve, ----- minus (iv) the Cash Management Sublimit, minus (v) the Executive Guaranty ----- ----- Reserveexceeding $750,000. The Equipment Advances shall may only be used only to purchase finance or refinance Eligible Equipment purchased on or after one hundred fifty (150) 90 days prior to before the date hereof of each Equipment Advance and may not exceed 100% of the equipment invoice amount. Not more than 25% of each Equipment Advance may be for software licenses (which shall all be transferable), leasehold improvements or other “soft” costs (including without limitation sales tax, freight and installation expenses). Each Equipment Advance must be for a minimum of $50,000. Equipment Advances shall be limited to one per calendar quarter. Equipment financed with Equipment Advances shall not exceed one hundred percent be subject to any Liens in favor of any other Person (100%) including without limitation Liens which would fall within the definition of the invoice amount of such equipment approved from time to time by Bank, excluding taxes, shipping, warranty charges, freight discounts and installation expense‘Permitted Liens’). (b) Interest shall accrue accrues from the date of each outstanding Equipment Advance at a rate equal to the rate specified Prime Rate in Section 2.2(aeffect from time to time, plus 3.0% per annum, fixed, based on the Prime Rate in effect on the date of the Equipment Advance. (c) and Each Equipment Advance shall be payable repaid in 24 equal monthly for each month through the month in which the Equipment Availability End Date falls. Any Equipment Advances that are outstanding payments of principal and interest, commencing on the Equipment Availability End Date will be payable in thirty-six (36) equal monthly installments first day of principal, plus all accrued interest, beginning on the Payment Date of each first month following the date the Equipment Availability End Date Advance is made, and ending continuing on the Maturity Date, at which time all first day of each succeeding month. (d) Equipment Advances under this Section 2.1 and all other amounts due under this Agreement shall be immediately due and payable. Equipment Advances may be prepaid at any time without penalty, but, once repaid, when repaid may not be reborrowed. (ce) When Borrower desires to To obtain an Equipment Advance, Borrower shall must notify Bank (which the notice shall be is irrevocable) by facsimile transmission to be received no later than 3:00 12:00 p.m. Pacific time one (1) 1 Business Day before the day on which the Equipment Advance is to be made. Such The notice shall be substantially in the form of Exhibit B. The notice shall D (Payment/Advance Form) must be --------- signed by a Responsible Officer or designee and shall constitute include a representation and warranty by Borrower that copy of the requested Equipment Advance is invoice for the purchase of Eligible EquipmentEquipment being financed.

Equipment Advances. (a) Subject to and upon the terms and conditions of this Agreement, at At any time from the date hereof through September 23May 26, 1998 1999 (the "Equipment Availability End Date"), Bank agrees Borrower may from time to make time request advances (each an "Equipment Advance" and, collectively, collectively the "Equipment Advances") to Borrower from Bank in an aggregate outstanding amount not to exceed (i) the Committed Equipment Line minus (ii) the face principal amount of all outstanding Letters of Credit up to One Million Five Hundred Thousand Dollars (including drawn ----- but unreimbursed Letters of Credit$1,500,000), minus (iii) the Foreign Exchange Reserve, ----- minus (iv) the Cash Management Sublimit, minus (v) the Executive Guaranty ----- ----- Reserve. The Equipment Advances shall be used only to purchase or refinance Eligible Equipment purchased on or after one hundred fifty (150) days prior approved from time to the date hereof time by Bank and shall not exceed one hundred percent (100%) of the invoice amount cost of such equipment approved from time to time by BankEquipment, excluding taxesinstallation expense, shippingfreight discounts, warranty charges, freight discounts charges and installation expensetaxes. Up to thirty percent (30%) of the Equipment Advances may be used for software and leasehold improvements or other soft costs. (b) Interest shall accrue from the date of each outstanding Equipment Advance at the rate specified in Section 2.2(a) 2.3(a), and shall be payable monthly for each month through the month in which the Equipment Availability End Date falls. Any The Equipment Advance or Equipment Advances that are outstanding on the Equipment Availability End Date will be payable in thirty-six (36) equal monthly installments of principal, principal plus all accrued interest, beginning on the Payment Date twenty sixth (26th) day of each the month following the Equipment Availability End Date Date, and ending on continuing through the Equipment Maturity Date, at on which time all Equipment Advances under this Section 2.1 date the entire principal amount and all other amounts due under this Agreement accrued but unpaid interest shall be immediately due and payable. Equipment Advances may be prepaid at any time without penalty, but, once repaid, may not be reborrowed. (c) When Borrower desires to obtain an and Equipment Advance, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Pacific California time one (1) Business Day before the day on which the Equipment Advance is to be made. Such notice shall be in substantially in the form of Exhibit B. The notice shall be --------- signed by a Responsible Officer and shall constitute include a representation and warranty by Borrower that copy of the requested Equipment Advance is invoice for the purchase of Eligible EquipmentEquipment to be financed.

Equipment Advances. (ai) Subject to and upon the terms and conditions of this Agreement, at any time from the date hereof through September 23April 30, 1998 (the "Equipment Availability End Date")2003, Bank agrees to make advances no more than one (1) advance per calendar month (each an "Equipment Advance" and, collectively, the "Equipment Advances") to Borrower in an aggregate outstanding amount not to exceed (i) the Committed Equipment Line minus (ii) Line. Each Equipment Advance shall be in the face principal amount of all outstanding Letters of Credit no less than One Hundred Thousand Dollars (including drawn ----- but unreimbursed Letters of Credit), minus (iii$100,000) the Foreign Exchange Reserve, ----- minus (iv) the Cash Management Sublimit, minus (v) the Executive Guaranty ----- ----- Reserve. The Equipment Advances shall be used only to purchase or refinance Eligible Equipment purchased on or after one hundred fifty (150) days prior to the date hereof and shall not exceed one hundred percent (100%) of the invoice amount of such equipment and software reasonably approved by Bank from time to time by Bank(which Borrower shall, in any case, have purchased within 90 days of the date of the corresponding Equipment Advance, including, without limitation within ninety (90) days prior to the Closing Date), excluding taxes, shipping, warranty charges, freight discounts shipping and installation expensehandling. The aggregate amount of Equipment Advances used for the purchase of software or leasehold improvement purchases shall not exceed Two Hundred Thousand Dollars ($200,000). (bii) Interest shall accrue from the date of each outstanding Equipment Advance at the rate specified in Section 2.2(a) and shall be payable monthly for each month through 2.3. At the end of the month in which each Equipment Advance is made, the outstanding amount of said Equipment Availability End Date falls. Any Equipment Advances that are outstanding on the Equipment Availability End Date will Advance shall be payable in thirty-thirty six (36) equal monthly installments of principal, plus all accrued interest, beginning on the Payment Date first day of the month following such Equipment Advance and continuing on the same day of each month following thereafter. Any amounts outstanding on the Equipment Availability End Date and ending on the Maturity Date, at which time including all Equipment Advances amounts owing under this Section 2.1 2.1(b) and all any other amounts due owing under this Agreement shall be immediately due and payable. Equipment Advances may be prepaid at any time without penalty, butAdvances, once repaid, may not be reborrowed. Borrower may prepay any Equipment Advances without penalty or premium. (ciii) When Borrower desires to obtain an Equipment Advance, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Pacific time one three (13) Business Day Days before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit B. The notice shall be --------- signed by a Responsible Officer or its designee and shall constitute include a representation and warranty by Borrower that copy of the requested invoice for any Equipment Advance is for the purchase of Eligible Equipmentto be financed.

Equipment Advances. (a) Subject to and upon the terms and conditions of this AgreementThrough June 30, at any time from the date hereof through September 23, 1998 2004 (the "“Equipment Availability End Date"”), Bank agrees to will make advances (each an "“Equipment Advance" ” and, collectively, the "“Equipment Advances"”) to Borrower in an aggregate outstanding amount not to exceed exceeding the lesser of (i) the Committed Equipment Line minus and (ii) the face amount Borrowing Base less the sum of all the Sublimit Utilization Amount, the outstanding Letters Advances and one-half of Credit the Equipment Advances (including drawn ----- but unreimbursed Letters of Creditafter giving effect to the requested Equipment Advance), minus (iii) the Foreign Exchange Reserve, ----- minus (iv) the Cash Management Sublimit, minus (v) the Executive Guaranty ----- ----- Reserve. The Equipment Advances shall may only be used only to purchase (i) repay amounts owing to Comerica Bank-California and (ii) finance or refinance Eligible Equipment purchased on or after one hundred fifty (150) 180 days prior to before the date hereof of each Equipment Advance and shall may not exceed one hundred percent (100%) % of the equipment invoice amount of such equipment approved from time to time by Bank, excluding taxes, shipping, warranty charges, freight discounts and installation expense. Equipment eligible for Equipment Advances is manufacturing, computer and office equipment and furnishings. Software, tenant improvements, and other soft costs (including maintenance and related training) may constitute up to 20% of the aggregate Equipment Advances. The number of remaining Equipment Advances is limited to one, which Equipment Advance must be for a minimum of $250,000. (b) Interest shall accrue accrues from the date of each outstanding Equipment Advance at the rate specified in Section 2.2(a) and shall be payable monthly for each month through the month in which the 2.3(a). Each Equipment Availability End Date falls. Any Equipment Advances that are outstanding on the Equipment Availability End Date will be Advance is payable in thirty-six (36) 36 equal consecutive monthly installments of principal, plus all accrued interest, beginning on the Payment Date 1st of each month following the such Equipment Availability End Date Advance and ending on the 36 months thereafter (each, an “Equipment Maturity Date, at which time all Equipment Advances under this Section 2.1 and all other amounts due under this Agreement shall be immediately due and payable”). Equipment Advances may be prepaid at any time without penalty, but, once repaid, when repaid may not be reborrowed. (c) When Borrower desires to To obtain an Equipment Advance, Borrower shall must notify Bank (which the notice shall be is irrevocable) by facsimile transmission to be received no later than 3:00 12:00 p.m. Pacific time one (1) 1 Business Day before the day on which the Equipment Advance is to be made. Such The notice shall be substantially in the form of Exhibit B. The notice shall B (Payment/Advance Form) must be --------- signed by a Responsible Officer or authorized designee and shall constitute include a representation copy of the invoice for the Equipment being financed. (d) The outstanding principal amount of term loans previously advanced by Bank to Borrower pursuant to that certain Loan and warranty Security Agreement dated June 17, 2002, as amended and modified, are set forth on Schedule A attached hereto (the “Existing Equipment Debt”). The Existing Equipment Debt shall, for all purposes hereof, be “Equipment Advances” hereunder and be governed by Borrower all the terms and conditions of this Agreement, except that the requested principal of said Existing Equipment Advance is for Debt shall continue to be payable in accordance with the purchase of Eligible Equipment.amortization schedule set forth on Schedule A.