Common use of Equipment Facility Clause in Contracts

Equipment Facility. (a) Subject to and upon the terms and conditions of this Agreement, Bank agrees at any time from the date hereof through the Equipment Availability Date, to make Advances under the Equipment Facility to Borrower in an aggregate principal amount of up to the Committed Loan Amount. On the date of each such Advance, Borrower shall provide invoices and other documents as requested by Bank, in form and content satisfactory to Bank, demonstrating that the Advances then outstanding under the Equipment Facility (A) shall be used to finance or refinance, as the case may be, Eligible Equipment, and (B) (i) shall not exceed one hundred percent (100%) of the cost of such Eligible Equipment, excluding any and all installation, freight or warranty expenses or sales taxes and (ii) that no more than twenty-five percent (25%) of the value of such Eligible Equipment for each such Advance is comprised of software licenses, leasehold improvements or other soft costs. Amounts borrower pursuant to this Section 2.1.1 may not be reborrowed once repaid. (b) Interest shall accrue from the date of each Advance made hereunder at the rate specified in Section 2.2(a), and shall be payable monthly on the ninth calendar day of the month for each month through the month in which the Equipment Availability Date falls. All Advances made hereunder that are outstanding on the Equipment Availability Date will be payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on October 9, 1997. All amounts outstanding under the Equipment Facility shall be paid in full on the Equipment Facility Maturity Date. (c) When Borrower desires to obtain an Advance under the Equipment Facility, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission or telephone received no later than 3:00 p.m. California time one (1) Business Day before the day on which the Advance is requested to be made. Such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B hereto. Bank shall --------- be entitled to rely on any telephonic notice given by a person who Bank reasonably believes to be a Responsible Officer, and Borrower shall indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result of such reliance. Bank will credit the amount of the Advance to Borrower's deposit account. The confirming written notice shall be signed by a Responsible Officer and include a copy of the invoice for the Eligible Equipment to be financed.

Equipment Facility. (a) Subject to and upon the terms and conditions of this Agreement, Bank agrees at any to lend to Borrower, from time from to time prior to the date hereof through Commitment Termination Date, equipment advances (each an "Equipment Advance" and collectively the "Equipment Advances"). If prepaid, the principal of the Equipment Availability Date, to make Advances under may not be re-borrowed. The proceeds of the Equipment Facility Advances will be used solely to reimburse Borrower in an aggregate principal amount for the purchase of up to the Committed Loan AmountEligible Equipment. On the date of each such Advance, Borrower shall provide invoices and other documents as requested by Bank, in form and content satisfactory to Bank, demonstrating that the Advances then outstanding under the Each Equipment Facility (A) Advance shall be used considered a promissory note evidencing the amounts due hereunder for all purposes. Bank's obligation to finance or refinance, as lend hereunder shall terminate on the case may be, Eligible Equipment, and (B) earlier of (i) shall not exceed one hundred percent (100%) the occurrence and continuance of the cost an Event of such Eligible EquipmentDefault, excluding any and all installation, freight or warranty expenses or sales taxes and (ii) the Commitment Termination Date. For purposes of this Section, the minimum amount of each Equipment Advance is $50,000 and the maximum number of Equipment Advances that no more than twenty-will be made are 6. (a) To obtain an Equipment Advance, Borrower will deliver to Bank a completed supplement in substantially the form attached ("Loan Supplement"), together with invoices and such additional information as Bank may request at least five percent (25%5) of Business Days before the value of such Eligible Equipment proposed funding date (the "Funding Date"). On each Funding Date, Bank will specify in the Loan Supplement for each Equipment Advance, the Basic Rate, the Loan Factor, the Payment Dates, and a table of Stipulated Loan Values, together with a UCC Financing Statement covering the Equipment described on the Loan Supplement. If Borrower satisfies the conditions of each Equipment Advance specified from time to time by Bank, Bank will disburse such Equipment Advance is comprised of software licenses, leasehold improvements or other soft costs. Amounts borrower pursuant by internal transfer to this Section 2.1.1 may not be reborrowed once repaidBorrower's deposit account with Bank. (b) Interest shall accrue Bank's obligation to lend the undisbursed portion of the Committed Equipment Line will terminate if, in Bank's sole discretion, there has been a material adverse change in the general affairs, management, results of operation, condition (financial or otherwise) or the prospects of Borrower, whether or not arising from transactions in the ordinary course of business, or there has been material adverse deviation by Borrower from the date most recent business plan of each Advance made hereunder at the rate specified in Section 2.2(a), Borrower presented to and shall be payable monthly on the ninth calendar day of the month for each month through the month in which the Equipment Availability Date falls. All Advances made hereunder that are outstanding on the Equipment Availability Date will be payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on October 9, 1997. All amounts outstanding under the Equipment Facility shall be paid in full on the Equipment Facility Maturity Date. (c) When Borrower desires to obtain an Advance under the Equipment Facility, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission or telephone received no later than 3:00 p.m. California time one (1) Business Day before the day on which the Advance is requested to be made. Such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B hereto. Bank shall --------- be entitled to rely on any telephonic notice given by a person who Bank reasonably believes to be a Responsible Officer, and Borrower shall indemnify and hold Bank harmless for any damages or loss suffered accepted by Bank as a result prior to the execution of such reliance. Bank will credit the amount of the Advance to Borrower's deposit account. The confirming written notice shall be signed by a Responsible Officer and include a copy of the invoice for the Eligible Equipment to be financedthis Agreement.

Equipment Facility. (a) Subject to and upon the terms and conditions of this Agreement, Bank agrees at any to lend to Borrower, from time from the date hereof through the Equipment Availability Date, to make Advances under time prior to the Equipment Facility to Borrower Commitment Termination Date, equipment advances (each an “Equipment Facility Advance” and collectively the “Equipment Facility Advances”) in an aggregate principal amount of up not to exceed the Committed Loan AmountEquipment Facility Line. On the date of each such AdvanceWhen repaid, Borrower shall provide invoices and other documents as requested by Bank, in form and content satisfactory to Bank, demonstrating that the Advances then outstanding under the Equipment Facility (A) shall Advances may not be re-borrowed. The proceeds of the Equipment Facility Advances will be used solely to reimburse Borrower for the purchase of Eligible Equipment purchased within 90 days of the Equipment Facility Advance; provided, however, with respect to the first Equipment Facility Advance, the proceeds of the Equipment Facility Advances may be used to finance or refinance, as reimburse Borrower for the case may be, purchase of Eligible Equipment, and (B) Equipment purchased within 180 days of the first Equipment Facility Advance. Bank’s obligation to lend hereunder shall terminate on the earlier of (i) shall not exceed one hundred percent (100%) the occurrence and continuance of the cost an Event of such Eligible EquipmentDefault, excluding any and all installation, freight or warranty expenses or sales taxes and (ii) that no more than twenty-five percent (25%) of the value of such Eligible Equipment for each such Advance is comprised of software licenses, leasehold improvements or other soft costs. Amounts borrower pursuant to this Section 2.1.1 may not be reborrowed once repaid. (b) Interest shall accrue from the date of each Advance made hereunder at the rate specified in Section 2.2(a), and shall be payable monthly on the ninth calendar day of the month for each month through the month in which the Equipment Availability Date falls. All Advances made hereunder that are outstanding on the Equipment Availability Date will be payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on October 9, 1997. All amounts outstanding under the Equipment Facility shall be paid in full on Commitment Termination Date, or (iii) the Equipment Facility Maturity Date. (cb) When Borrower desires to To obtain an Advance under the Equipment FacilityFacility Advance, Borrower shall must notify Bank (which the notice shall be is irrevocable) by facsimile transmission or telephone received no later than 3:00 12:00 p.m. California Pacific time one (1) 5 Business Day Days before the day on which the Equipment Facility Advance is requested to be made. Such notification shall be promptly confirmed by a Payment/Advance Form The notice in substantially the form of Exhibit B hereto. Bank shall --------- be entitled to rely on any telephonic notice given by a person who Bank reasonably believes to be a Responsible Officer, and Borrower shall indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result of such reliance. Bank will credit the amount of the (Payment/Advance to Borrower's deposit account. The confirming written notice shall Form) must be signed by a Responsible Officer or designee and include a copy of the invoice invoice(s) for the Eligible Equipment being financed. Borrower shall also complete, execute, and deliver to be financedBank a Loan Supplement - Equipment Facility Advances substantially in the form of Exhibit G on the Funding Date. (c) If Borrower satisfies the conditions of each Equipment Facility Advance specified in this Section 2.1.6, Bank will disburse such Equipment Facility Advance by internal transfer to Borrower’s deposit account with Bank. Each Equipment Facility Advance may not exceed 100% of the Original Stated Cost for Equipment Facility Advances for the financing of Eligible Equipment purchased within 90 days of the Equipment Facility Advance, or in the case of the first Equipment Facility Advance, Eligible Equipment purchased within 180 days. (d) Bank’s obligation to lend the undisbursed portion of the Committed Equipment Facility Line will terminate if, in Bank’s sole discretion, there has been a material adverse change in the general affairs, management, results of operation, condition (financial or otherwise) or the prospects of Borrower, whether or not arising from transactions in the ordinary course of business, or there has been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank pursuant to Section 6.2(a)(iv) prior to the Equipment Facility Commitment Termination Date. 1.2 Section 2.3 (Interest Rate, Advances). Section 2.3(a) is hereby amended in its entirety by replacing the text thereof with the following:

Equipment Facility. (a) Subject to and upon the terms and conditions of this Agreement, Bank agrees at any to lend to Borrower, from time from to time prior to the date hereof through the Equipment Availability Commitment Termination Date, to make Advances under equipment advances (each an "Equipment Advance" and collectively the "Equipment Facility to Borrower Advances") in an aggregate principal amount of up not to exceed the Committed Loan AmountEquipment Line. On When repaid, the Equipment Advances may not be re-borrowed. The proceeds of the Equipment Advances will be used solely to purchase Eligible Equipment or to reimburse Borrower for the purchase of Eligible Equipment purchased within 90 days of the Equipment Advance. Each Equipment Advance shall be considered a promissory note evidencing the amounts due hereunder for all purposes. Each Equipment Advance may not exceed 100% of the Original Stated Cost, provided that for the first Equipment Advance only, the amount thereof may equal the current net book value of the unencumbered Eligible Equipment which will be subject thereto and which is acceptable to Bank and was purchased more than 90 days prior to the date of such Equipment Advance. For purposes of this Section, the minimum amount of each such Advance, Borrower shall provide invoices and other documents as requested by Bank, in form and content satisfactory to Bank, demonstrating that the Advances then outstanding under the Equipment Facility (A) shall be used to finance or refinance, as the case may be, Eligible Equipment, and (B) (i) shall not exceed one hundred percent (100%) of the cost of such Eligible Equipment, excluding any and all installation, freight or warranty expenses or sales taxes and (ii) that no more than twenty-five percent (25%) of the value of such Eligible Equipment for each such Advance is comprised $50,000 and the maximum number of software licenses, leasehold improvements or other soft costs. Amounts borrower pursuant to this Section 2.1.1 may not Equipment Advances that will be reborrowed once repaidmade is 8. (b) Interest shall accrue from To obtain an Equipment Advance, Borrower will deliver to Bank a completed supplement in substantially the form attached as Exhibit E ("Loan Supplement") signed by a Responsible Officer or his or her designee, copies of invoices for the Financed Equipment and such additional information as Bank may request at least five (5) Business Days before the proposed funding date (the "Funding Date"). On each Funding Date, Bank will specify in the Loan Supplement for each Equipment Advance, the Basic Rate, the Loan Factor, and the Payment Dates. If Borrower satisfies the conditions of each Equipment Advance made hereunder at the rate specified in Section 2.2(a)herein, and shall be payable monthly on the ninth calendar day of the month for each month through the month in which the Bank will disburse such Equipment Availability Date falls. All Advances made hereunder that are outstanding on the Equipment Availability Date will be payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on October 9, 1997. All amounts outstanding under the Equipment Facility shall be paid in full on the Equipment Facility Maturity DateAdvance by internal transfer to Borrower's deposit account with Bank. (c) When Borrower desires Bank's obligation to obtain lend hereunder shall terminate on the earlier of (i) the occurrence and continuance of an Advance under Event of Default, or (ii) the Equipment Facility, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission or telephone received no later than 3:00 p.m. California time one (1) Business Day before the day on which the Advance is requested to be made. Such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B hereto. Bank shall --------- be entitled to rely on any telephonic notice given by a person who Bank reasonably believes to be a Responsible Officer, and Borrower shall indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result of such reliance. Bank will credit the amount of the Advance to Borrower's deposit account. The confirming written notice shall be signed by a Responsible Officer and include a copy of the invoice for the Eligible Equipment to be financedCommitment Termination Date.

Equipment Facility. (a) Subject to and upon the terms and conditions of this Agreementset forth herein, Bank agrees at any to lend to Borrower, on a non-revolving basis from time from to time during the period commencing on the date hereof and continuing through the Equipment Availability Datefirst year anniversary of this Loan Agreement, an aggregate amount not to make Advances exceed $2,500,000.00 in a single loan or in multiple loans, as may be requested by Borrower (the "EQUIPMENT FACILITY"). Borrower shall not be allowed to re-borrow under the Equipment Facility to Borrower in an aggregate principal amount of up to the Committed Loan Amount. On the date of each such Advance, Borrower shall provide invoices and other documents as requested by Bank, in form and content satisfactory to Bank, demonstrating that the Advances then outstanding under the Equipment Facility (A) shall be used to finance or refinance, as the case may be, Eligible Equipment, and (B) (i) shall not exceed one hundred percent (100%) of the cost of such Eligible Equipment, excluding any and all installation, freight or warranty expenses or sales taxes and (ii) that no more than twenty-five percent (25%) of the value of such Eligible Equipment for each such Advance is comprised of software licenses, leasehold improvements or other soft costs. Amounts borrower pursuant to this Section 2.1.1 may not be reborrowed once repaid. (b) Interest shall accrue from the date of each Advance made hereunder at the rate specified in Section 2.2(a), and shall be payable monthly on the ninth calendar day of the month for each month through the month in which the Equipment Availability Date fallsafter a repayment. All Advances made hereunder that are outstanding on the Equipment Availability Date will be payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on October 9, 1997. All amounts outstanding sums advanced under the Equipment Facility shall be paid in full on the Equipment Facility Maturity Date. (c) When Borrower desires used to obtain an Advance provide funds for equipment purchases. Prior to or contemporaneously with each loan under the Equipment Facility, Borrower agrees to execute a promissory note ("EQUIPMENT NOTE") payable by Borrower to order of Bank in the stated principal amount equal to such loan, in form and substance acceptable to Bank. Interest on each Equipment Note shall accrue at the lower of the maximum rate allowed by law or the Contract Rate. The Borrower has the option to select either the Floating Rate or Fixed Rate for each loan under the Equipment Facility; provided, however, in the event Borrower initially selects the Floating Rate for an Equipment Note, on the first year anniversary of such Equipment Note the Borrower may notify the Bank of its desire to have a fixed rate for the remaining term of the Equipment Note. Any such fixed rate would be the rate quoted to Borrower by Bank at such time. During the first one hundred twenty (which notice 120). days of each Equipment Note, interest shall be irrevocable) by facsimile transmission or telephone received no later than 3:00 p.m. California time due and payable quarterly. Each Equipment Note shall have equal quarterly payments of principal, plus accrued but unpaid interest, such payments to commence on the fifth month anniversary of each Equipment Note and continue every three months thereafter during the term of such note. The amount of each quarterly principal payment shall be based on fully amortizing each Equipment Note with twenty equal quarterly payments; provided, however, each Equipment Note shall mature on April 30, 1999. All advances and loans under the Credit Facilities shall be collectively called the "Loans". Bank reserves the right to require Borrower to give Bank not less than-one (1) Business Day before business day prior notice of each requested advance under the day on which Credit Facilities, specifying (i) the Advance is aggregate amount of such requested advance, (ii) the requested date of such advance, and (iii) the purpose for such advance, with such advances to be made. Such notification shall be promptly confirmed by requested in a Payment/Advance Form in substantially the form of Exhibit B hereto. Bank shall --------- be entitled satisfactory to rely on any telephonic notice given by a person who Bank reasonably believes to be a Responsible Officer, and Borrower shall indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result of such reliance. Bank will credit the amount of the Advance to Borrower's deposit account. The confirming written notice shall be signed by a Responsible Officer and include a copy of the invoice for the Eligible Equipment to be financedBank.

Equipment Facility. (a) Subject to and upon the terms and conditions of this Agreement, Bank agrees at any to lend to Borrower, from time from to time prior to the date hereof through the Equipment Availability Commitment Termination Date, to make Advances under equipment advances (each an "Equipment Advance" and collectively the "Equipment Facility to Borrower Advances") in an aggregate principal amount not to exceed the Committed Equipment Line. When repaid, the Equipment Advances may not be re-borrowed. The proceeds of the Equipment Advances will be used solely to reimburse Borrower for the purchase of Eligible Equipment purchased within 120 days of the Equipment Advance. 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 occurrence and continuance of an Event of Default, or (ii) the Commitment Termination Date. For purposes of this Section, there shall be no more than six (6) Equipment Advances, and the minimum amount of up to the Committed Loan Amounteach Equipment Advance is $200,000. On the date Not more than $1,500,000 of each such Advance, Borrower shall provide invoices and other documents as requested by Bank, in form and content satisfactory to Bank, demonstrating that the Advances then outstanding under the Equipment Facility (A) shall Advances may be used to finance or refinance, as the case may be, Eligible Equipment, and (B) (i) shall not exceed one hundred percent (100%) purchase of the cost of such Eligible Equipment, excluding any and all installation, freight or warranty expenses or sales taxes and (ii) that no more than twenty-five percent (25%) of the value of such Eligible Equipment for each such Advance which is comprised of software licenses, leasehold improvements or other soft costs. Amounts borrower pursuant to this Section 2.1.1 may not be reborrowed once repaidlocated in the United States. (b) Interest shall accrue from To obtain an Equipment Advance, Borrower will deliver to Bank a completed Loan Supplement signed by a Responsible Officer or his or her designee, copies of invoices for the date Financed Equipment and such additional information as Bank may request at least five (5) Business Days before the proposed Funding Date. On each Funding Date, Bank will specify in the Loan Supplement for each Equipment Advance, the Basic Rate, the Loan Factor, and the Payment Dates. If Borrower satisfies the conditions of each Equipment Advance made hereunder at the rate specified in Section 2.2(a)herein, and shall be payable monthly on the ninth calendar day Bank will disburse such Equipment Advance by internal transfer to Borrower's deposit account with Bank. Each Equipment Advance may not exceed 100% of the month for each month through the month in which the Equipment Availability Date falls. All Advances made hereunder that are outstanding on the Equipment Availability Date will be payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on October 9, 1997. All amounts outstanding under the Equipment Facility shall be paid in full on the Equipment Facility Maturity DateOriginal Stated Cost. (c) When Bank's obligation to lend the undisbursed portion of the Committed Equipment Line will terminate if, in Bank's sole discretion, there has been a material adverse change in the general affairs, management, results of operation, condition (financial or otherwise) or the prospects of Borrower, whether or not arising from transactions in the ordinary course of business, or there has been any material adverse deviation by Borrower desires from the most recent business plan of Borrower presented to obtain an Advance and accepted by Bank prior to the execution of this Agreement. (d) Term loans previously advanced by Bank to Borrower pursuant to the Original Loan Agreement are set forth on Schedule 2.1.1 attached hereto (the "Existing Equipment Term Loans"). The Existing Equipment Term Loans, to the extent currently outstanding, shall for all purposes of this Agreement, be "Equipment Advances" hereunder and be governed by all the terms and conditions of this Agreement, except that the principal and interest of the Existing Equipment Term Loans shall continue to be payable in accordance with the amortization schedule set forth on Schedule 2.1.1, and except that the Existing Term Loans shall not reduce availability under the Committed Equipment Facility, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission or telephone received no later than 3:00 p.m. California time one (1) Business Day before the day on which the Advance is requested to be made. Such notification shall be promptly confirmed by a Payment/Advance Form in substantially the form of Exhibit B hereto. Bank shall --------- be entitled to rely on any telephonic notice given by a person who Bank reasonably believes to be a Responsible Officer, and Borrower shall indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result of such reliance. Bank will credit the amount of the Advance to Borrower's deposit account. The confirming written notice shall be signed by a Responsible Officer and include a copy of the invoice for the Eligible Equipment to be financedLine.

Equipment Facility. (ai) Subject to and upon the terms and conditions of this Agreement, Bank agrees at any to lend to Borrower from time from to time prior to the date hereof through the Equipment Availability Commitment Termination Date, to make Advances under equipment advances (each an "Equipment Advance" and collectively the "Equipment Facility to Borrower Advances"), in an aggregate principal amount of up not to exceed the Committed Loan AmountEquipment Line. On the date of each such AdvanceWhen repaid, Borrower shall provide invoices and other documents as requested by Bank, in form and content satisfactory to Bank, demonstrating that the Advances then outstanding under the Equipment Facility (A) shall Advances may act be re-borrowed. The proceeds of the Equipment Advances will be used solely to finance or refinance, as reimburse Borrower for the case may be, purchase of Eligible Equipment, and Equipment purchased within 60 days (B) (i) shall not exceed one hundred percent (100%) of determined based upon the cost applicable invoice date of such Eligible Equipment) of the Equipment Advance. 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 occurrence and continuance of an Event of Default, excluding any and all installation, freight or warranty expenses or sales taxes and (ii) that no more than twenty-five percent (25%) the Commitment Termination Date. For purposes of this Section, the value minimum amount of such Eligible each Equipment for each such Advance is comprised Fifty Thousand Dollars ($50,000.00) and the maximum number of software licenses, leasehold improvements or other soft costs. Amounts borrower pursuant to this Section 2.1.1 may not Equipment Advances that will be reborrowed once repaidmade is ten (10). (bii) Interest shall accrue from the date of each Advance made hereunder at the rate specified in Section 2.2(a), and shall be payable monthly on the ninth calendar day of the month for each month through the month in which the Equipment Availability Date falls. All Advances made hereunder that are outstanding on the Equipment Availability Date will be payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on October 9, 1997. All amounts outstanding under the Equipment Facility shall be paid in full on the Equipment Facility Maturity Date. (c) When Borrower desires to To obtain an Advance under the Equipment FacilityAdvance, Borrower shall notify will deliver to Bank (which notice shall be irrevocable) by facsimile transmission or telephone received no later than 3:00 p.m. California time one (1) Business Day before the day on which the Advance is requested to be made. Such notification shall be promptly confirmed by a Payment/Advance Form completed supplement in substantially the form of Exhibit attached as EXHIBIT B hereto("Loan Supplement"), together with a UCC Financing Statement covering the Equipment described on the Loan Supplement and such additional information as Bank may reasonably request at least five (5) Business Days before the proposed funding date (the "Funding Date"). Bank shall --------- be entitled to rely on any telephonic notice given by a person who Bank reasonably believes to be a Responsible OfficerOn each Funding Date, and Borrower shall indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result of such reliance. Bank will credit specify in the amount Loan Supplement for each Equipment Advance, the Basic Rate, the Loan Factor and the Payment Dates. If Borrower satisfies the conditions of the each Equipment Advance, Bank will disburse such Equipment Advance by internal transfer to Borrower's deposit accountaccount with Bank. The confirming written notice shall be signed by a Responsible Officer and include a copy Each Equipment Advance may not exceed 100% of the invoice for Original Stated Cost. (iii) Bank's obligation to lend the Eligible undisbursed portion of the Committed Equipment Line will terminate if, in Bank's sole discretion, there has been a material adverse change in the general affairs, management, results of operation, condition (financial or otherwise) or the prospects of Borrower, whether or not arising from transactions in the ordinary course of business, or there has been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to be financedand accepted by Bank prior to the execution of this Agreement.

Equipment Facility. (a) Subject to and upon the terms and conditions of this Agreement, Bank agrees at any to lend to Borrower, from time from to time prior to the date hereof through Commitment Termination Date, equipment advances (each an "Equipment Advance" and collectively the "Equipment Advances") in an aggregate amount not to exceed the Committed Equipment Line. When repaid, the Equipment Availability Date, to make Advances under may not be re-borrowed. The proceeds of the Equipment Facility Advances will be used solely to reimburse Borrower for the purchase of Eligible Equipment purchased within 120 days of the Equipment Advance. 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 occurrence and continuance of an Event of Default, or (ii) the Commitment Termination Date. For purposes of this Section, the minimum amount of each Equipment Advance is $50,000 and the maximum number of Equipment Advances that will be made is 6. The aggregate amount of the Equipment Advances lent by Bank to Borrower in an aggregate principal amount of up to the Committed Loan Amount. On the date of each such Advance, Borrower shall provide invoices and other documents as requested by Bank, in form and content satisfactory to Bank, demonstrating that the Advances then outstanding under the Equipment Facility (A) shall be used to finance or refinance, as the case may be, Eligible Equipment, and (B) (i) any given calendar quarter shall not exceed one hundred percent (100%) of the cost of such Eligible Equipment, excluding any and all installation, freight or warranty expenses or sales taxes and (ii) that no more than twenty-five percent (25%) of the value of such Eligible Equipment for each such Advance is comprised of software licenses, leasehold improvements or other soft costs. Amounts borrower pursuant to this Section 2.1.1 may not be reborrowed once repaid$2,000,000. (b) Interest shall accrue from the date of each Advance made hereunder at the rate specified in Section 2.2(a), and shall be payable monthly on the ninth calendar day of the month for each month through the month in which the Equipment Availability Date falls. All Advances made hereunder that are outstanding on the Equipment Availability Date will be payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on October 9, 1997. All amounts outstanding under the Equipment Facility shall be paid in full on the Equipment Facility Maturity Date. (c) When Borrower desires to To obtain an Advance under the Equipment FacilityAdvance, Borrower shall notify will deliver to Bank (which notice shall be irrevocable) by facsimile transmission or telephone received no later than 3:00 p.m. California time one (1) Business Day before the day on which the Advance is requested to be made. Such notification shall be promptly confirmed by a Payment/Advance Form completed supplement in substantially the form attached as Exhibit D ("Loan Supplement"), copies of Exhibit B hereto. Bank shall --------- be entitled to rely invoices for the Financed Equipment, together with a UCC Financing Statement covering the Equipment described on any telephonic notice given by a person who Bank reasonably believes to be a Responsible Officerthe Loan Supplement, and such additional information as Bank may request at least five (5) Business Days before the proposed funding date (the "Funding Date"). If Borrower shall indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result satisfies the conditions of such reliance. each Equipment Advance specified herein, Bank will credit the amount of the disburse such Equipment Advance by internal transfer to Borrower's deposit accountaccount with Bank. The confirming written notice shall be signed by a Responsible Officer and include a copy Each Equipment Advance may not exceed 100% of the invoice Original Stated Cost and the Soft Costs (as defined below) of Eligible Equipment, provided that in no event may more than thirty percent (30%) of any Equipment Advance be for leasehold improvements and Soft Costs. As used herein, "Soft Costs" means software licenses, invoiced taxes, shipping, warranty charges, freight discounts and installation expenses incurred by Borrower as a direct result of the purchase of Eligible Equipment that comply with all of Borrower's representations and warranties to be financedBank and which are acceptable to Bank in all respects.

Equipment Facility. (a) Subject to and upon the terms and conditions of this Agreement, Bank agrees at any to lend to Borrower, from time from to time prior to the date hereof through the Equipment Availability Commitment Termination Date, to make Advances under equipment advances (each an “Equipment Advance” and collectively the “Equipment Facility to Borrower Advances”) in an aggregate principal amount of up not to exceed the Committed Loan AmountEquipment Line. On When repaid, the date Equipment Advances may not be re-borrowed. The proceeds of each such the Equipment Advances will be used solely to reimburse Borrower for the purchase of Eligible Equipment purchased within 180 days of the Equipment Advance, Borrower provided, however, that used Eligible Equipment may only be financed with the first Equipment Advance. Bank’s obligation to lend hereunder shall provide invoices and other documents as requested by Bank, in form and content satisfactory to Bank, demonstrating that terminate on the Advances then outstanding under the Equipment Facility (A) shall be used to finance or refinance, as the case may be, Eligible Equipment, and (B) earlier of (i) shall not exceed one hundred percent (100%) the occurrence and continuance of the cost an Event of such Eligible EquipmentDefault, excluding any and all installation, freight or warranty expenses or sales taxes and (ii) that no more than twenty-five percent (25%) of the value of such Eligible Equipment for each such Advance is comprised of software licenses, leasehold improvements or other soft costs. Amounts borrower pursuant to this Section 2.1.1 may not be reborrowed once repaidCommitment Termination Date. (b) Interest shall accrue from the date of each Advance made hereunder at the rate specified in Section 2.2(a), and shall be payable monthly on the ninth calendar day of the month for each month through the month in which the Equipment Availability Date falls. All Advances made hereunder that are outstanding on the Equipment Availability Date will be payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on October 9, 1997. All amounts outstanding under the Equipment Facility shall be paid in full on the Equipment Facility Maturity Date. (c) When Borrower desires to To obtain an Advance under the Equipment FacilityAdvance, Borrower shall must notify Bank (which the notice shall be is irrevocable) by facsimile transmission or telephone received no later than 3:00 12:00 p.m. California Pacific time one (1) 5 Business Day before the day on which the Equipment Advance is requested to be made. Such notification shall be promptly confirmed by a Payment/Advance Form With respect to Equipment Advances that are Option 1 Loans, the notice in substantially the form of Exhibit B hereto. Bank shall --------- be entitled to rely on any telephonic notice given by a person who Bank reasonably believes to be a Responsible Officer, and Borrower shall indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result of such reliance. Bank will credit the amount of the (Payment/Advance to Borrower's deposit account. The confirming written notice shall Form) must be signed by a Responsible Officer or designee and include a copy of the invoice invoice(s) for the Equipment being financed. With respect to Equipment Advances that are Option 2 Loans, Borrower will complete a Loan Supplement substantially in the form of Exhibit E on the Funding Date. (c) If Borrower satisfies the conditions of each Equipment Advance specified in this Section 2.1.5, Bank will disburse such Equipment Advance by internal transfer to Borrower’s deposit account with Bank. Each Equipment Advance may not exceed (i) 100% of the Original Stated Cost for Equipment Advances for the financing of Eligible Equipment purchased within 90 days of the Equipment Advance and (ii) 75% of the Original Stated Cost for Equipment Advances for the financing of Eligible Equipment purchased more than 90 days but less than 180 days before the relevant Equipment Advance. (d) Bank’s obligation to be financedlend the undisbursed portion of the Committed Equipment Line will terminate if, in Bank’s sole discretion, there has been a material adverse change in the general affairs, management, results of operation, condition (financial or otherwise) or the prospects of Borrower, whether or not arising from transactions in the ordinary course of business, or there has been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank prior to the execution of this Agreement.