Common use of Modifications to Loan Agreement Clause in Contracts

Modifications to Loan Agreement. 1. The Loan Agreement shall be amended by deleting the following text appearing in Section 2.1.1 thereof, entitled "Letters of Credit". "Bank will issue or have issued Letters of Credit for Borrower's a not exceeding (i) the lesser of the Committed A/R Revolving Line or the Borrowing Base minus (ii) the outstanding principal Balance of the Advances made under the Committed A/R Revolving Line, but the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any letter of Credit Reserve) may not exceed $250,000.00". and inserting in lieu thereof the following: "Bank will issue or have issued Letters of Credit for Borrower's account not exceeding (i) the lesser of the Committed A/R Revolving Line or the Borrowing Base minus (ii) the outstanding principal balance of the Advances made under the Committed A/R Revolving Line, but the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) may not exceed $3,500,000.00". 2. The Loan Agreement shall be amended by deleting the following text appearing in Section 2.3 thereof, entitled "Revolving Line Interest Rates, Payments": "Advances made under the Committed A/R Revolving Line accrue interest on the outstanding principal balance at a per annum rate of one percentage point above the Prime Rate." and inserting in lieu thereof the following: "Advances made under the Committed A/R Revolving Line accrue interest on the outstanding principal balance at a per annum rate equal to the aggregate of the Prime Rate, and one half of one percent (0.5%)." 3. The Loan Agreement shall be amended by deleting the following definitions appearing in Section 13.1 thereof: ""Committed A/R Revolving Line" is an aggregate Credit Extension of up to a total of $3,000,000.00.

Modifications to Loan Agreement. 1. The Loan Agreement shall be amended by deleting the following text appearing in Section 2.1.1 thereof, entitled "Letters of Credit". "Bank will issue or have issued Letters of Credit for Borrower's a account not exceeding (i) the lesser of the Committed A/R Revolving Line or the Borrowing Base minus (ii) the outstanding principal Balance balance of the Advances made under the Committed A/R Revolving Line, but the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any letter Letter of Credit Reserve) may not exceed $250,000.00". ." and inserting in lieu thereof the following: "Bank will issue or have issued Letters of Credit for Borrower's account not exceeding (i) the lesser of the Committed A/R Revolving Line or the Borrowing Base minus (ii) the outstanding principal balance of the Advances made under the Committed A/R Revolving Line, but the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) may not exceed $3,500,000.00.". 2. The Loan Agreement shall be amended by deleting the following text appearing in Section 2.3 thereof, entitled "Revolving Line Interest Rates, Payments": "Advances made under the Committed A/R Revolving Line accrue interest on the outstanding principal balance at a per annum rate of one percentage point above the Prime Rate." and inserting in lieu thereof the following: "Advances made under the Committed A/R Revolving Line accrue interest on the outstanding principal balance at a per annum rate equal to the aggregate of the Prime Rate, and one half of one percent (0.5%)." 3. The Loan Agreement shall be amended by deleting the following definitions appearing in Section 13.1 thereof: ""Committed A/R Revolving Line" is an aggregate Credit Extension of up to a total of $3,000,000.00.

Modifications to Loan Agreement. 1Loan Agreement shall be amended by deleting the defined terms “Borrower” and “Subsidiary Borrower”, where they appear in the preamble thereof. 3 The Loan Agreement shall be amended by deleting the following text text, appearing in Section 2.1.1 2.3(a) thereof, entitled "Letters : “The aggregate Dollar Equivalent of Credit". "Bank will issue or have issued Letters of Credit for Borrower's a not exceeding (i) the lesser of the Committed A/R Revolving Line or the Borrowing Base minus (ii) the outstanding principal Balance of the Advances made under the Committed A/R Revolving Line, but the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any letter of Credit Reserve) may not exceed $250,000.00". and inserting in lieu thereof the following: "Bank will issue or have issued Letters of Credit for Borrower's account not exceeding (i) the lesser of the Committed A/R Revolving Line or the Borrowing Base minus (ii) the outstanding principal balance of the Advances made under the Committed A/R Revolving Line, but the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) may not exceed the lesser of (i) (A) Two Hundred Fifty Thousand Dollars ($3,500,000.00"250,000.00), minus (B) amounts used for Cash Management Services, and minus (C) the FX Reduction Amount and (ii) (A) the lesser of the Revolving Line or the Borrowing Base, minus (B) the sum of all outstanding principal amounts of any Advances (including any amounts used for Cash Management Services), and minus (C) the FX Reduction Amount. 2. ” and inserting in lieu thereof the following: “The aggregate Dollar Equivalent of the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) may not exceed the lesser of (i) (A) Five Hundred Thousand Dollars ($500,000.00), minus (B) amounts used for Cash Management Services, and minus (C) the FX Reduction Amount and (ii) (A) the lesser of the Revolving Line or the Borrowing Base, minus (B) the sum of all outstanding principal amounts of any Advances (including any amounts used for Cash Management Services), and minus (C) the FX Reduction Amount.” 4 The Loan Agreement shall be amended by deleting the following text text, appearing in Section 2.3 2.4 thereof: “The aggregate FX Reduction Amount at any one time may not exceed the lesser of (i) (A) Two Hundred Fifty Thousand Dollars ($250,000.00), entitled "minus (B) the sum of all amounts used for Cash Management Services, and minus (C) the aggregate Dollar Equivalent of the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) and (ii) (A) the lesser of the Revolving Line Interest Ratesor the Borrowing Base, Payments": "Advances made under minus (B) the Committed A/R Revolving Line accrue interest on the sum of all outstanding principal balance at a per annum rate amounts of one percentage point above any Advances (including any amounts used for Cash Management Services), and minus (C) the Prime Rateaggregate Dollar Equivalent of the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve)." ” and inserting in lieu thereof the following: "Advances made under “The aggregate FX Reduction Amount at any one time may not exceed the Committed lesser of (i) (A/R ) Five Hundred Thousand Dollars ($500,000.00), minus (B) the sum of all amounts used for Cash Management Services, and minus (C) the aggregate Dollar Equivalent of the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) and (ii) (A) the lesser of the Revolving Line accrue interest on or the Borrowing Base, minus (B) the sum of all outstanding principal balance at a per annum rate equal to amounts of any Advances (including any amounts used for Cash Management Services), and minus (C) the aggregate Dollar Equivalent of the Prime Rate, face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and one half any Letter of one percent (0.5%Credit Reserve)." 3. ” 5 The Loan Agreement shall be amended by deleting the following definitions text, appearing in Section 13.1 2.5 thereof: ""Committed A/R “Borrower may use the Revolving Line" is Line in an aggregate amount not to exceed the lesser of (i) (A) Two Hundred Fifty Thousand Dollars ($250,000.00), minus (B) the aggregate Dollar Equivalent of the face amount of any outstanding Letters of Credit Extension (including drawn but unreimbursed Letters of up Credit and any Letter of Credit Reserve), and minus (C) the FX Reduction Amount and (ii) (A) the lesser of the Revolving Line or the Borrowing Base, minus (B) the sum of all outstanding principal amounts of any Advances, minus the aggregate Dollar Equivalent of the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), and minus (C) the FX Reduction Amount for Bank’s cash management services, which may include merchant services, direct deposit of payroll, business credit card, and check cashing services identified in Bank’s various cash management services agreements (collectively, the “Cash Management Services”).” and inserting in lieu thereof the following: “Borrower may use the Revolving Line in an aggregate amount not to a total exceed the lesser of (i) (A) Five Hundred Thousand Dollars ($3,000,000.00500,000.00), minus (B) the aggregate Dollar Equivalent of the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), and minus (C) the FX Reduction Amount and (ii) (A) the lesser of the Revolving Line or the Borrowing Base, minus (B) the sum of all outstanding principal amounts of any Advances, minus the aggregate Dollar Equivalent of the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), and minus (C) the FX Reduction Amount for Bank’s cash management services, which may include merchant services, direct deposit of payroll, business credit card, and check cashing services identified in Bank’s various cash management services agreements (collectively, the “Cash Management Services”).” 6 The Loan Agreement shall be amended by deleting the following text, appearing in Section 2.7 thereof:

Modifications to Loan Agreement. 1. The Loan Agreement shall be amended by deleting the following text text, appearing in Section 2.1.1 2.1.1(c) thereof: “Borrower will deliver an Advance Request and Invoice Transmittal in the form attached hereto as Exhibit E signed by a Responsible Officer and an Export Order for each Advance it requests, entitled "Letters of Credit". "Bank will issue accompanied by an accounts receivable aging, with respect to Advances based upon Aggregate Eligible Foreign Accounts, or have issued Letters of Credit for Borrower's a not exceeding by invoices (i) the lesser of the Committed A/R Revolving Line or the Borrowing Base minus (ii) the outstanding principal Balance of the Advances made under the Committed A/R Revolving Line, but the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any letter of Credit Reserve) may not exceed $250,000.00". other documentation related thereto as requested by Bank), with respect to Advances based upon Eligible Foreign Accounts and Exim Inventory Placeholder Invoices.” and inserting in lieu thereof the following: "Bank “Borrower will issue or have issued Letters of Credit deliver an Advance Request and Invoice Transmittal in the form attached hereto as Exhibit E signed by a Responsible Officer and an Export Order for Borrower's account not exceeding each Advance it requests, accompanied by (i) the lesser of the Committed A/R Revolving Line or the Borrowing Base minus an accounts receivable aging and an accounts payable aging, with respect to Advances based upon Aggregate Eligible Foreign Accounts, (ii) the outstanding principal balance of the Advances made under the Committed A/R Revolving Line, but the face amount of outstanding Letters of Credit invoices (including drawn but unreimbursed Letters of Credit and any Letter other documentation related thereto as requested by Bank), with respect to Advances based upon Eligible Foreign Accounts, or (iii) invoices and perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of Credit Reservecost or market (in accordance with GAAP) may not exceed $3,500,000.00"(and any other documentation related thereto as requested by Bank), with respect to Advances based upon Exim Inventory Placeholder Invoices.” 2. The Loan Agreement shall be amended by deleting the following text text, appearing in Section 2.3 2.1.1(f) thereof: “If this Exim Agreement is terminated (A) by Bank in accordance with clause (ii) in the foregoing sentence, entitled "Revolving Line Interest Ratesor (B) by Borrower for any reason, Payments": "Advances made under and at the Committed A/R Revolving Line accrue interest on time of such termination the outstanding principal balance at Domestic Agreement has been terminated or matured, Borrower shall pay to Bank a per annum rate of one percentage point above termination fee in an amount equal to Fifteen Thousand Dollars ($15,000.00) (the Prime Rate“Early Termination Fee”)." ” and inserting in lieu thereof the following: "Advances made under “If this Exim Agreement is terminated (A) by Bank in accordance with clause (ii) in the Committed A/R Revolving Line accrue interest on foregoing sentence, or (B) by Borrower for any reason, and at the outstanding principal balance at time of such termination the Domestic Agreement has been terminated or matured, Borrower shall pay to Bank a per annum rate termination fee in an amount equal to Seven Thousand Five Hundred Dollars ($7,500.00) (the aggregate of the Prime Rate, and one half of one percent (0.5%“Early Termination Fee”)."” 3. The Loan Agreement shall be amended by deleting the following definitions text, appearing in Section 2.1.1(j) thereof: “In connection with such request, Borrower shall deliver to Bank an Advance Request and Invoice Transmittal in the form attached hereto as Exhibit E containing a current accounts receivable aging and Bank may, in its good faith business discretion, agree to finance same (in accordance with this Exim Agreement, including, without limitation, Section 2.1.1 hereof) and the Aggregate Eligible Foreign Accounts financed shall thereafter be deemed to be a Financed Receivable for purposes of this Exim Agreement.” and inserting in lieu thereof the following: “In connection with such request, Borrower shall deliver to Bank an Advance Request and Invoice Transmittal in the form attached hereto as Exhibit E containing a current accounts receivable aging and a current accounts payable aging and Bank may, in its good faith business discretion, agree to finance same (in accordance with this Exim Agreement, including, without limitation, Section 2.1.1 hereof) and the Aggregate Eligible Foreign Accounts financed shall thereafter be deemed to be a Financed Receivable for purposes of this Exim Agreement.” 4. The Loan Agreement shall be amended by deleting the following definitions, appearing in Section 13.1 thereof: ""Committed A/R Revolving Line" is an aggregate Credit Extension of up to a total of $3,000,000.00.:

Modifications to Loan Agreement. 1. 1 The Loan Agreement shall be amended by deleting inserting the following text appearing at the end of Section 1 thereof: “In the event of any change after the date hereof in Section 2.1.1 GAAP, and if such change would affect the computation of any covenants included in this Agreement, then the Borrower and the Lender agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such covenants in a manner that would preserve the original intent of the Agreement. Until the Borrower and the Lender agree to such amendment, compliance with such covenant shall be determined on the basis of GAAP in effect immediately prior to such change.” (a) thereof, entitled "Letters of Credit". ": (a) The Bank will shall issue or have issued Letters of Credit denominated in Dollars or a Foreign Currency for Borrower's a not exceeding (i) the lesser ’s account. The aggregate Dollar Equivalent of the Committed A/R Revolving Line or the Borrowing Base minus (ii) the outstanding principal Balance of the Advances made under the Committed A/R Revolving Line, but the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any letter of Credit ReserveCredit) may not exceed One Million Dollars ($250,000.00". 1,000,000).” and inserting in lieu thereof the following: ": (a) The Bank will shall issue or have issued Letters of Credit denominated in Dollars or a Foreign Currency for Borrower's account not exceeding (i) the lesser ’s account. The aggregate Dollar Equivalent of the Committed A/R Revolving Line or the Borrowing Base minus (ii) the outstanding principal balance of the Advances made under the Committed A/R Revolving Line, but the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit ReserveCredit) may not exceed Two Million Dollars ($3,500,000.00"2,000,000). 2. ” 3 The Loan Agreement shall be amended by deleting the following text appearing as Section 5.9(b) thereof: (b) Except as otherwise described on Schedule 5.9, Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which resulted or could reasonably be expected to result in any liability of Borrower which, when aggregated with all such actual and expected liabilities (including without duplication any liabilities described in Section 2.3 thereof6.5(b) or 7.10(c)) other than the liability described on Schedule 5.9, entitled "Revolving Line Interest Rates, Payments": "Advances made under exceeds Fifty Thousand Dollars ($50,000) (including any liability to the Committed A/R Revolving Line accrue interest on the outstanding principal balance at a per annum rate of one percentage point above the Prime RatePension Benefit Guaranty Corporation or its successors or any other governmental agency)." ” and inserting in lieu thereof the following: "Advances made under : (b) Borrower has paid all amounts currently due and payable to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the Committed A/R Revolving Line accrue interest on the outstanding principal balance at a per annum rate equal occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability (excluding pension, profit sharing and deferred compensation plan obligations recorded in accordance with GAAP) of Borrower in excess of Fifty Thousand Dollars ($50,000), including any liability to the aggregate of the Prime Rate, and one half of one percent (0.5%)Pension Benefit Guaranty Corporation or its successors or any other governmental agency." 3. ” 4 The Loan Agreement shall be amended by deleting the following definitions text appearing in as Section 13.1 6.6 thereof: ""Committed A/R Revolving Line" is an aggregate Credit Extension of up to a total of $3,000,000.00.:

Modifications to Loan Agreement. 1. The Loan Agreement shall be amended by deleting the following text appearing in Subletter (a) of Section 2.1.1 thereof, entitled "Letters of Credit". "“Revolving Advances” is hereby amended in its entirety to read as follows: Bank will issue or have issued Letters of Credit for Borrower's a make Advances not exceeding the Committed Revolving Line minus (i) the lesser amount of the Committed A/R Revolving Line or the Borrowing Base all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit), minus (ii) the outstanding principal Balance FX Reserve and minus (iii) minus the Cash Management Services Sublimit. Amounts borrowed under this Section may be repaid and reborrowed during the term of the Advances made under the Committed A/R Revolving Line, but this Agreement. Section 2.1 2 entitled “Letters of Credit Sublimit” is hereby amended in part to provide that the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any letter of Credit Reserve) Credit” may not at any time exceed Five Million Dollars ($250,000.00". and inserting in lieu thereof the following: "Bank will issue or have issued Letters of Credit for Borrower's account not exceeding (i) the lesser of the Committed A/R Revolving Line or the Borrowing Base minus (ii) the outstanding principal balance of the Advances made under the Committed A/R Revolving Line, but the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) may not exceed $3,500,000.00"5,000,000). 23. The Loan Agreement shall be amended by deleting the following text appearing FX Reserve amount set forth in Section 2.1.3 entitled “Foreign Exchange Sublimit” is hereby amended to mean $5,000,000. Section 2.1 4 entitled “Cash Management Services Sublimit” is hereby amended in part to provide that Borrower may use up to Five Million Dollars for Bank’s Cash Management Services. 5. Subletter (a) of Section 2.3 thereof, entitled "Revolving Line “Interest RatesRate, Payments": "” is hereby amended in part to provide that Advances made under the Committed A/R Revolving Line accrue interest on the outstanding principal balance at a per annum rate of one percentage point above the Prime Rate." and inserting in lieu thereof the following: "Advances made under the Committed A/R Revolving Line accrue interest on the outstanding principal balance at a per annum rate equal to the aggregate of the Prime Rate. 6. Section 6.2 entitled “Financial Statements, Reports, Certificates” is hereby amended in its entirety to read as follows: (a) Borrower will deliver to Bank: (i) within 5 days of filing, (x) copies of all statements, reports and one half notices made available to Borrower’s security holders or to any holders of one percent Subordinated Debt and all reports on Form 10-K and 10-Q filed with the Securities and Exchange Commission and (0.5%)." 3. The Loan Agreement shall be amended y) a Compliance Certificate signed by deleting a Responsible Officer in the following definitions appearing form of Exhibit D; (ii) a prompt report of any legal actions pending or threatened against Borrower that could result in Section 13.1 thereof: ""Committed A/R Revolving Line" is an aggregate Credit Extension of up damages or costs to a total Borrower of $3,000,000.001,000,000 or more; and (iii) budgets, sales projections, operating plans or other financial information Bank reasonably requests. (b) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Such audits will be conducted only at such times as an Event of Default has occurred and is continuing.

Modifications to Loan Agreement. 1. The Loan Agreement shall be amended by deleting the following text text, appearing in Section 2.1.1 2.1.1(c) thereof: “Borrower will deliver an Advance Request and Invoice Transmittal in the form attached hereto as Exhibit C signed by a Responsible Officer for each Credit Extension it requests, entitled "Letters of Credit". "Bank will issue accompanied by an accounts receivable aging, with respect to Advances based upon Aggregate Eligible Accounts, or have issued Letters of Credit for Borrower's a not exceeding by invoices (i) the lesser of the Committed A/R Revolving Line or the Borrowing Base minus (ii) the outstanding principal Balance of the Advances made under the Committed A/R Revolving Line, but the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any letter of Credit Reserve) may not exceed $250,000.00". other documentation related thereto as requested by Bank), with respect to Advances based upon Eligible Accounts.” and inserting in lieu thereof the following: "Bank “Borrower will issue deliver an Advance Request and Invoice Transmittal in the form attached hereto as Exhibit C signed by a Responsible Officer for each Credit Extension it requests, accompanied by an accounts receivable aging and accounts payable aging, with respect to Advances based upon Aggregate Eligible Accounts, or have issued Letters of Credit for Borrower's account not exceeding by invoices (i) the lesser of the Committed A/R Revolving Line or the Borrowing Base minus (ii) the outstanding principal balance of the Advances made under the Committed A/R Revolving Line, but the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) may not exceed $3,500,000.00"other documentation related thereto as requested by Bank), with respect to Advances based upon Eligible Accounts.” 2. The Loan Agreement shall be amended by deleting the following text text, appearing in Section 2.3 2.1.1(f) thereof: “If this Agreement is terminated (A) by Bank in accordance with clause (ii) in the foregoing sentence, entitled "Revolving Line Interest Ratesor (B) by Borrower for any reason, Payments": "Advances made under and at the Committed A/R Revolving Line accrue interest on time of such termination the outstanding principal balance at Exim Agreement has been terminated or matured, Borrower shall pay to Bank a per annum rate of one percentage point above termination fee in an amount equal to Fifteen Thousand Dollars ($15,000.00) (the Prime Rate“Early Termination Fee”)." ” and inserting in lieu thereof the following: "Advances made under “If this Agreement is terminated (A) by Bank in accordance with clause (ii) in the Committed A/R Revolving Line accrue interest on foregoing sentence, or (B) by Borrower for any reason, and at the outstanding principal balance at time of such termination the Exim Agreement has been terminated or matured, Borrower shall pay to Bank a per annum rate termination fee in an amount equal to Seven Thousand Five Hundred Dollars ($7,500.00) (the aggregate of the Prime Rate, and one half of one percent (0.5%“Early Termination Fee”)."” 3. The Loan Agreement shall be amended by deleting the following definitions text, appearing in Section 13.1 2.1.1(j) thereof: ""Committed A/R Revolving Line" is “In connection with such request, Borrower shall deliver to Bank an aggregate Credit Extension Advance Request and Invoice Transmittal in the form attached hereto as Exhibit C containing a current accounts receivable aging and Bank may, in its good faith business discretion, agree to finance same (in accordance with this Agreement, including, without limitation, Section 2.1.1 hereof) and the Aggregate Eligible Accounts financed shall thereafter be deemed to be a Financed Receivable for purposes of up this Agreement.” and inserting in lieu thereof the following: “In connection with such request, Borrower shall deliver to Bank an Advance Request and Invoice Transmittal in the form attached hereto as Exhibit C containing a total current accounts receivable aging and a current accounts payable aging and Bank may, in its good faith business discretion, agree to finance same (in accordance with this Agreement, including, without limitation, Section 2.1.1 hereof) and the Aggregate Eligible Accounts financed shall thereafter be deemed to be a Financed Receivable for purposes of $3,000,000.00this Agreement.” 4. The Loan Agreement shall be amended by deleting the following

Modifications to Loan Agreement. 11 Notwithstanding the terms of the Loan Agreement to the contrary, Borrower shall have until February 28, 2015 to deliver to Bank its annual audited financial statements and an unqualified opinion with respect to its fiscal year ended December 31, 2013. 2 Borrower and Bank acknowledge and agree that the Equity Event has previously occurred and, accordingly, per the terms of the Loan Agreement, Section 6.7(a) is currently applicable and Section 6.7(d) is no longer applicable. 3 The Loan Agreement shall be amended by deleting the following text text, appearing in Section 2.1.1 6.6 thereof: (a) Maintain its, entitled "Letters of Credit". "its Subsidiaries’ and PA’s operating, depository and securities accounts with Bank will issue or have issued Letters of Credit for Borrower's a not exceeding and Bank’s Affiliates; provided that (i) Borrower may maintain deposit account #000000858147937 with JPMorgan Chase for a period of sixty (60) days following the lesser Effective Date, at which point such account must be closed and all funds therein must be transferred to an account of the Committed A/R Revolving Line or the Borrowing Base minus Borrower with Bank and (ii) TelaDoc Texas may maintain its deposit account #000000877444208 with JPMorgan Chase for a period of seventy-five (75) days following the outstanding principal Balance Effective Date, at which point such account must be closed and all funds therein must be transferred to an account of the Advances made under the Committed A/R Revolving Line, but the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any letter of Credit Reserve) may not exceed $250,000.00". TelaDoc Texas with Bank.” and inserting in lieu thereof the following: ": (a) Maintain its, its Subsidiaries’ and PA’s operating, depository and securities accounts with Bank will issue or have issued Letters of Credit for Borrower's and Bank’s Affiliates; provided that Borrower may maintain deposit account not exceeding (i) the lesser of the Committed A/R Revolving Line or the Borrowing Base minus (ii) the outstanding principal balance of the Advances made under the Committed A/R Revolving Line, but the face #000000858147937 with JPMorgan Chase containing an aggregate amount of outstanding Letters of Credit funds not to exceed One Hundred Thousand Dollars (including drawn but unreimbursed Letters of Credit and $100,000.00) at any Letter of Credit Reserve) may not exceed $3,500,000.00"time. 2. ” 4 The Loan Agreement shall be amended by deleting the following text text, appearing in Section 2.3 6.6(b) thereof: “The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, entitled "Revolving Line Interest Rates, Payments": "Advances made under payroll taxes and other employee wage and benefit payments to or for the Committed A/R Revolving Line accrue interest on benefit of Borrower’s employees and identified to Bank by Borrower as such or (ii) the outstanding principal balance account at JPMorgan Chase referenced in (a) above for a per annum rate period of one percentage point above sixty (60) days following the Prime RateEffective Date." ” and inserting in lieu thereof the following: "Advances made under the Committed A/R Revolving Line accrue interest on the outstanding principal balance at a per annum rate equal to the aggregate “The provisions of the Prime Rateprevious sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and one half other employee wage and benefit payments to or for the benefit of one percent Borrower’s employees and identified to Bank by Borrower as such or (0.5%)ii) the account at JPMorgan Chase referenced in (a) above." 3. ” 5 The Loan Agreement shall be amended by deleting the following definitions definition, appearing in Section 13.1 thereof: ""Committed A/R Revolving Line" is an aggregate Credit Extension of up to a total of $3,000,000.00.:

Modifications to Loan Agreement. 1. The Loan Agreement paragraph beginning with the words "Funds shall be advanced under the Working Capital Line" is hereby amended to read as follows: Funds shall be advanced under the Working Capital Line according to a Borrowing Base formula, as determined by deleting the following text appearing in Section 2.1.1 thereofLender, entitled "Letters as defined as follows: The lesser of Credit". "Bank will issue or have issued Letters of Credit for Borrower's a not exceeding (a) $2,000,000.00 minus (i) the lesser of the Committed A/R Revolving Line or the Borrowing Base minus (ii) the outstanding principal Balance of the Advances made under the Committed A/R Revolving Line, but the face amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any letter of Credit ReserveCredit) may not exceed $250,000.00". and inserting in lieu thereof the following: "Bank will issue or have issued Letters of Credit for Borrower's account not exceeding (i) the lesser of the Committed A/R Revolving Line or the Borrowing Base minus (ii) the outstanding principal balance Foreign Exchange Reserve and (iii) minus the Merchant Services Sublimit, or (b) the sum of the Advances made under the Committed A/R Revolving Line, but (i) Seventy-five percent (75%) of eligible accounts receivable minus (ii) the face amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit Credit) and minus (iii) the Foreign Exchange Reserve). Eligible accounts receivable shall include, but not be limited to, those billed accounts outstanding less than 90 days from the date of invoice, including foreign accounts receivable (approved by Lender on a case-by-case basis), but shall exclude all government, contra, and intercompany accounts; and exclude accounts wherein 50% or more of the account is outstanding more than 90 days from the date of invoice. Any account which alone exceeds 30% of total accounts will be ineligible to the extend said account exceeds 30% of total accounts (higher concentrations may be approved by Lender, on a case-by-case basis). Also exclude any Letter of Credit Reserve) may not exceed $3,500,000.00"credit balances which are aged past 90 days. Also ineligible are any accounts which Lender in its sole judgment excludes for valid credit reasons. 2. The Loan Agreement Notwithstanding anything to the contrary contained in the paragraph beginning with the words "Borrowings under the Working Capital Line" upon Borrower's completion of a successful Initial Public Offering ("IPO"), the interest rate to be applied to the unpaid principal balance of the Note shall decrease to Lender's current Index then in effect. Such interest rate change shall be amended by deleting the following text appearing in Section 2.3 thereof, entitled "Revolving Line Interest Rates, Payments": "Advances made under the Committed A/R Revolving Line accrue interest on the outstanding principal balance at a per annum rate of one percentage point above the Prime Rate." and inserting in lieu thereof the following: "Advances made under the Committed A/R Revolving Line accrue interest on the outstanding principal balance at a per annum rate equal to the aggregate effective as of the Prime Rate, and one half first day of one percent (0.5%)the month following Lender's receipt of evidence indicating Borrower has met the above described criteria." 3. The Loan Agreement shall be amended by deleting the following definitions appearing in Section 13.1 thereof: paragraph entitled ""Committed A/R Revolving LineCash Management Services Sublimit" is hereby incorporated into the Loan Agreement: Borrower may utilize up to an aggregate Credit Extension amount not to exceed $1,000,000.00 for Cash Management Services provided by Lender, which services may include merchant services, PC-ACH, direct deposit of up payroll, corporate credit card, and other related check cashing services as defined in that certain Cash Management Services Agreement provided to Borrower in connection herewith (a total "Cash Management Service", or the "Cash Management Services"). All amounts actually paid by Lender in respect of $3,000,000.00a Cash Management Service or Cash Management Services shall, when paid, constitute an advance under the Working Capital Line.

Modifications to Loan Agreement. 11 Borrower hereby acknowledges and agrees that, on or before the date that is forty-five (45) days from the date of this Loan Modification Agreement, Borrower will deliver to Bank, each in form and substance satisfactory to Bank: (a) a certificate on the Xxxxx 25 form with respect to Borrower’s liability insurance policies, (b) a certificate on the Xxxxx 28 form with respect to Borrower’s property insurance policies, (c) an endorsement to Borrower’s general liability insurance policy that names Bank as an additional insured, (d) an endorsement to Borrower’s property insurance policy that names Bank as the sole lender’s loss payee, (e) endorsements to the general liability and property insurance policies stating that the insurer will give Bank at least twenty (20) days prior written notice (ten (10) days for non-payment of premium) before any such policy or policies shall be canceled and (f) a Freight Forwarder Agreement from Flexport Customs Canada Inc. Xxxxxxxx acknowledges and agrees that the failure of Borrower to satisfy the requirements set forth in the immediately preceding sentence on or before the date that is forty-five (45) days from the date of this Loan Modification Agreement shall result in an immediate Event of Default under the Loan Agreement for which there shall be no grace or cure period. 2 The Loan Agreement shall be amended by deleting the following text text, appearing in Section 2.1.1 2.5 thereof: “If, entitled "Letters at any time, the outstanding principal amount of Credit". "Bank will issue or have issued Letters of Credit for Borrower's a not exceeding (i) any Advances exceeds the lesser of either the Committed A/R Revolving Line or the Borrowing Base minus (ii) Base, Borrower shall immediately pay to Bank in cash the outstanding principal Balance of the Advances made under the Committed A/R Revolving Line, but the face amount of outstanding Letters of Credit such excess (including drawn but unreimbursed Letters of Credit and any letter of Credit Reserve) may not exceed $250,000.00". such excess, the “Overadvance”).” and inserting in lieu thereof the following: "Bank will issue or have issued Letters “If, at any time, the outstanding principal amount of Credit for Borrower's account not exceeding (i) any Advances exceeds the lesser of either (a) the Committed A/R Revolving Line minus the aggregate principal amount of all outstanding 2020 Term Loan Advances or (b) the Borrowing Base minus (ii) Base, Borrower shall immediately pay to Bank in cash the outstanding principal balance of the Advances made under the Committed A/R Revolving Line, but the face amount of outstanding Letters of Credit such excess (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) may not exceed $3,500,000.00"such excess, the “Overadvance”). 2. ” 3 The Loan Agreement shall be amended in Section 2.7 by deleting (i) re-lettering subsections (f) and (g) thereof as subsections (g) and (h) and (ii) inserting the following text appearing in Section 2.3 thereof, entitled "Revolving Line Interest Rates, Payments": "Advances made under the Committed A/R Revolving Line accrue interest on the outstanding principal balance at a per annum rate of one percentage point above the Prime Rate." and inserting in lieu thereof the following: "Advances made under the Committed A/R Revolving Line accrue interest on the outstanding principal balance at a per annum rate equal to the aggregate of the Prime Rate, and one half of one percent new subsection (0.5%)." 3. The Loan Agreement shall be amended by deleting the following definitions appearing in Section 13.1 thereof: ""Committed A/R Revolving Line" is an aggregate Credit Extension of up to a total of $3,000,000.00.f):

Modifications to Loan Agreement. 1. 1 The Loan Agreement shall be amended by deleting the following text text, appearing in Section 2.1.1 2.1.1 (a) thereof: “Subject to the terms and conditions of this Agreement and to deduction of Reserves, entitled "Letters Bank shall make Advances not exceeding the Availability Amount.” and inserting in lieu thereof the following: “Subject to the terms and conditions of Credit". "this Agreement and, during an Asset Based Period, to deduction of Reserves, Bank will shall make Advances not exceeding the Availability Amount.” (a) thereof: “As part of the Revolving Line, Bank shall issue or have issued Letters of Credit for Borrower's a not exceeding (i) the lesser of the Committed A/R Revolving Line or the Borrowing Base minus (ii) the outstanding principal Balance of the Advances made under the Committed A/R Revolving Line, but the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any letter of Credit Reserve) may not exceed $250,000.00". ’s account.” and inserting in lieu thereof the following: "“As part of the Revolving Line and, during an Asset Based Period, subject to deduction of Reserves, Bank will shall issue or have issued Letters of Credit for Borrower's account not exceeding (i) the lesser of the Committed A/R Revolving Line or the Borrowing Base minus (ii) the outstanding principal balance of the Advances made under the Committed A/R Revolving Line, but the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) may not exceed $3,500,000.00"’s account. 2. ” 3 The Loan Agreement shall be amended by deleting the following text text, appearing in Section 2.3 2.1.3 thereof: “As part of the Revolving Line, entitled "Revolving Line Interest RatesBorrower may enter into foreign exchange contracts with Bank under which Borrower commits to purchase from or sell to Bank a specific amount of Foreign Currency (each, Payments": "Advances made under a “FX Forward Contract”) on a specified date (the Committed A/R Revolving Line accrue interest on the outstanding principal balance at a per annum rate of one percentage point above the Prime Rate“Settlement Date”)." ” and inserting in lieu thereof the following: "Advances made under ; “As part of the Committed A/R Revolving Line accrue interest and, during an Asset Based Period, subject to deduction of Reserves, Borrower may enter into foreign exchange contracts with Bank under which Borrower commits to purchase from or sell to Bank a specific amount of Foreign Currency (each, a “FX Forward Contract”) on a specified date (the outstanding principal balance at a per annum rate equal to the aggregate of the Prime Rate, and one half of one percent (0.5%“Settlement Date”)." 3. ” 4 The Loan Agreement shall be amended by deleting the following definitions following, appearing in as Section 13.1 2.2 thereof: ""Committed A/R Revolving Line" is an aggregate Credit Extension of up to a total of $3,000,000.00.:

Modifications to Loan Agreement. 11 Notwithstanding the terms of the Loan Agreement to the contrary, Borrower shall have until February 28, 2015 to deliver to Bank its annual audited financial statements and an unqualified opinion with respect to its fiscal year ended December 31, 2013. 2 The Loan Agreement shall be amended by deleting the following text text, appearing in Section 2.1.1 6.6 thereof: (a) Maintain its, entitled "Letters of Credit". "its Subsidiaries’ and PA’s operating, depository and securities accounts with Bank will issue or have issued Letters of Credit for Borrower's a not exceeding and Bank’s Affiliates; provided that (i) Borrower may maintain deposit account #000000858147937 with JPMorgan Chase for a period of sixty (60) days following the lesser Effective Date, at which point such account must be closed and all funds therein must be transferred to an account of the Committed A/R Revolving Line or the Borrowing Base minus Borrower with Bank and (ii) TelaDoc Texas may maintain its deposit account #000000877444208 with JPMorgan Chase for a period of seventy-five (75) days following the outstanding principal Balance Effective Date, at which point such account must be closed and all funds therein must be transferred to an account of the Advances made under the Committed A/R Revolving Line, but the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any letter of Credit Reserve) may not exceed $250,000.00". TelaDoc Texas with Bank.” and inserting in lieu thereof the following: ": (a) Maintain its, its Subsidiaries’ and PA’s operating, depository and securities accounts with Bank will issue or have issued Letters of Credit for Borrower's and Bank’s Affiliates; provided that Borrower may maintain deposit account not exceeding (i) the lesser of the Committed A/R Revolving Line or the Borrowing Base minus (ii) the outstanding principal balance of the Advances made under the Committed A/R Revolving Line, but the face #000000858147937 with JPMorgan Chase containing an aggregate amount of outstanding Letters of Credit funds not to exceed One Hundred Thousand Dollars (including drawn but unreimbursed Letters of Credit and $100,000.00) at any Letter of Credit Reserve) may not exceed $3,500,000.00"time. 2. ” 3 The Loan Agreement shall be amended by deleting the following text text, appearing in Section 2.3 6.6(b) thereof: “The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, entitled "Revolving Line Interest Rates, Payments": "Advances made under payroll taxes and other employee wage and benefit payments to or for the Committed A/R Revolving Line accrue interest on benefit of Borrower’s employees and identified to Bank by Borrower as such or (ii) the outstanding principal balance account at JPMorgan Chase referenced in (a) above for a per annum rate period of one percentage point above sixty (60) days following the Prime RateEffective Date." ” and inserting in lieu thereof the following: "Advances made under the Committed A/R Revolving Line accrue interest on the outstanding principal balance at a per annum rate equal to the aggregate “The provisions of the Prime Rateprevious sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and one half other employee wage and benefit payments to or for the benefit of one percent Borrower’s employees and identified to Bank by Borrower as such or (0.5%)ii) the account at JPMorgan Chase referenced in (a) above." 3. The Loan Agreement shall be amended by deleting the following definitions appearing in Section 13.1 thereof: ""Committed A/R Revolving Line" is an aggregate Credit Extension of up to a total of $3,000,000.00.”

Modifications to Loan Agreement. 1. The Loan Agreement shall be amended by deleting the following text appearing in Section 2.1.1 thereof, entitled "Letters of Credit". "“Revolving Advances”: (a) Bank will issue or have issued Letters of Credit for Borrower's a shall make Advances not exceeding (i) the lesser of (A) the Committed A/R Revolving Line or (B) the Borrowing Base minus (ii) the outstanding principal Balance of the Advances made under the Committed A/R Revolving Line, but the face amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit Credit), minus (iii) the FX Reserve, and minus (iv) the aggregate outstanding Advances hereunder (including any letter of Credit Reserve) may not exceed $250,000.00". Cash Management Services).” and inserting in lieu thereof the following: ": (a) Bank will shall make Advances not exceeding (i) the Committed Revolving Line, minus (ii) the amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit), minus (iii) the FX Reserve, and minus (iv) the aggregate outstanding Advances hereunder (including any Cash Management Services).” 2. The Loan Agreement shall be amended by deleting the following text appearing in Section 2.1.11 thereof, entitled “Letters of Credit Sublimit”: (a) Bank shall issue or have issued Letters of Credit for Borrower's ’s account not exceeding (i) the lesser of the Committed A/R Revolving Line or the Borrowing Base minus (ii) the outstanding principal balance of any Advances (including any Cash Management Services), minus (iii) the Advances made under the Committed A/R Revolving Lineamount of all Letters of Credit (including drawn but unreimbursed Letters of Credit), but the plus an amount equal to any Letter of Credit Reserves. The face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) may not exceed $3,500,000.00"5,000,000.00. Each Letter of Credit shall have an expiry date no later than 180 days after the Revolving Maturity Date provided Borrower’s Letter of Credit reimbursement obligation shall be secured by cash on terms acceptable to Bank on and after (i) the Revolving Maturity Date if the Revolving Maturity Date is not extended by Bank, or (ii) the occurrence of an Event of Default hereunder.” and inserting in lieu thereof the following: 2(a) Bank shall issue or have issued Letters of Credit for Borrower’s account not exceeding (i) the Committed Revolving Line, minus (ii) the outstanding principal balance of any Advances (including any Cash Management Services), minus (iii) the amount of all Letters of Credit (including drawn but unreimbursed Letters of Credit), plus an amount equal to any Letter of Credit Reserves. The face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) may not exceed $5,000,000.00. Borrower’s Letter of Credit reimbursement obligation shall be secured by cash on terms acceptable to Bank on and after (i) the Revolving Line Maturity Date, or (ii) the termination of the Committed Revolving Line by Borrower, or (iii) the occurrence of an Event of Default hereunder.” 3. The Loan Agreement shall be amended by deleting the following text appearing in Section 2.3 2.1.12 thereof, entitled "Revolving Line Interest Rates, Payments"“Foreign Exchange Sublimit”: "Advances made “If there is availability under the Committed A/R Revolving Line accrue interest on and the outstanding principal balance at Borrowing Base, then Borrower may enter in foreign exchange forward contracts with the Bank under which Borrower commits to purchase from or sell to Bank a per annum rate set amount of foreign currency more than one percentage point above business day after the Prime Ratecontract date (the “FX Forward Contract”)." ” and inserting in lieu thereof the following: "Advances made “If there is availability under the Committed A/R Revolving Line, then Borrower may enter in foreign exchange forward contracts with the Bank under which Borrower commits to purchase from or sell to Bank a set amount of foreign currency more than one business day after the contract date (the “FX Forward Contract”). Borrower’s existing and contingent obligations with respect any such FX Forward Contracts shall be secured by cash on terms acceptable to Bank on and after (i) the Revolving Line accrue interest on Maturity Date, or (ii) the outstanding principal balance at a per annum rate equal to the aggregate termination of the Prime RateCommitted Revolving Line by Borrower, and one half or (iii) the occurrence of one percent (0.5%)an Event of Default hereunder."” 34. The Loan Agreement shall be amended by deleting the following definitions text appearing in Section 13.1 2.1.13 thereof, entitled “Cash Management Services Sublimit”: ""Committed A/R Revolving Line" is an aggregate Credit Extension of “Borrower may use up to a total $5,000,000.00 for the Bank’s Cash Management Services, which may include merchant services, direct deposit of payroll, business credit card, and check cashing services identified in the various cash management services agreements related to such Cash Management Services (the “Cash Management Services”).” and inserting in lieu thereof the following: “Borrower may use up to $3,000,000.005,000,000.00 for the Bank’s Cash Management Services, which may include merchant services, direct deposit of payroll, business credit card, and check cashing services identified in the various cash management services agreements related to such Cash Management Services (the “Cash Management Services”). Borrower’s existing and contingent obligations with respect any such Cash Management Services shall be secured by cash on terms acceptable to Bank on and after (i) the Revolving Line Maturity Date, or (ii) the termination of the Committed Revolving Line by Borrower, or (iii) the occurrence of an Event of Default hereunder.” 5. The Loan Agreement shall be amended by deleting Section 2.2 thereof, entitled “Overadvances”, in its entirety, and inserting in lieu thereof the following:

Modifications to Loan Agreement. 11 Borrower hereby acknowledges and agrees that, on or before the date that is thirty (30) days from the date of this Loan Modification Agreement, Borrower will deliver the following to Bank, each in form and substance satisfactory to Bank in Bank’s sole discretion: (a) an endorsement to Borrower’s general liability policy that names Bank as an additional insured; and (b) an endorsement or endorsements to Borrower’s general liability and property insurance policies stating that the insurer will give Bank at least thirty (30) days prior written notice before any such policy or policies shall be cancelled or materially altered. Borrower acknowledges and agrees that the failure of Borrower to satisfy any of the requirements set forth in the immediately preceding sentence on or before the date that is thirty (30) days from the date of this Loan Modification Agreement shall result in an immediate Event of Default under the Loan Agreement for which there shall be no grace or cure period. 2 The Loan Agreement shall be amended by deleting the following text text, appearing in Section 2.1.1 2.4 thereof: “If, entitled "Letters at any time, the outstanding principal amount of Credit". "Bank will issue or have issued Letters of Credit for Borrower's a not exceeding (i) any Advances exceeds the lesser of either the Committed A/R Revolving Line or the Borrowing Base minus (ii) Base, Borrower shall immediately pay to Bank in cash the outstanding principal Balance of the Advances made under the Committed A/R Revolving Line, but the face amount of outstanding Letters of Credit such excess (including drawn but unreimbursed Letters of Credit and any letter of Credit Reserve) may not exceed $250,000.00". such excess, the “Overadvance”).” and inserting in lieu thereof the following: "Bank will issue or have issued Letters “If, at any time, the sum of Credit for Borrower's account not exceeding (i) the lesser of the Committed A/R Revolving Line or the Borrowing Base minus (iia) the outstanding principal balance amount of the any Advances made under the Committed A/R Revolving Line(including any amounts used for Cash Management Services), but plus (b) the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), plus (c) may not exceed $3,500,000.00"the FX Reduction Amount, exceeds the lesser of either the Revolving Line or the Borrowing Base, Borrower shall immediately pay to Bank in cash the amount of such excess (such excess, the “Overadvance’’). 2. ” 3 The Loan Agreement shall be amended by deleting the following text following, appearing in as Section 2.3 2.5(a) thereof, entitled "Revolving Line Interest Rates, Payments": "Advances made under the Committed A/R Revolving Line accrue interest on the outstanding principal balance at a per annum rate of one percentage point above the Prime Rate." and inserting in lieu thereof the following: "Advances made under the Committed A/R Revolving Line accrue interest on the outstanding principal balance at a per annum rate equal to the aggregate of the Prime Rate, and one half of one percent (0.5%)." 3. The Loan Agreement shall be amended by deleting the following definitions appearing in Section 13.1 thereof: ""Committed A/R Revolving Line" is an aggregate Credit Extension of up to a total of $3,000,000.00.:

Modifications to Loan Agreement. 1. 1 The Loan Agreement shall be amended by deleting the following text text, appearing in Section 2.1.1 2.1.1(a)(ii) thereof: “Subject to the terms of this Exim Agreement and to the deduction of Reserves, entitled "Letters of Credit". "Bank will issue or have issued Letters of Credit for Borrower's a not exceeding (i) after the lesser occurrence of the Committed A/R Revolving Line or Sale Event, and provided that Borrower is Streamline Facility Eligible, Borrower may request that Bank finance Eligible Foreign Accounts on an aggregate basis (the Borrowing Base minus (ii) the outstanding principal Balance of the Advances made under the Committed A/R Revolving Line, but the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any letter of Credit Reserve) may not exceed $250,000.00". “Aggregate Eligible Foreign Accounts”).” and inserting in lieu thereof the following: "“Subject to the terms of this Exim Agreement and to the deduction of Reserves, and provided that Borrower is Streamline Facility Eligible, Borrower may request that Bank will issue or have issued Letters finance Eligible Foreign Accounts on an aggregate basis (the “Aggregate Eligible Foreign Accounts”).” 2 The Loan Agreement shall be amended by deleting the following text, appearing in Section 2.1.1(b)(i) thereof: “In addition and notwithstanding the foregoing, (A) prior to the occurrence of Credit for Borrower's account the Sale Event, the aggregate amount of Advances outstanding hereunder together with all Advances (as defined in the Domestic Agreement) outstanding under the Domestic Agreement may not exceeding exceed Five Million Dollars ($5,000,000.00) at any time, and (B) the aggregate amount of Advances outstanding hereunder at any time may not exceed Five Million Dollars ($5,000,000.00).” and inserting in lieu thereof the following: “In addition and notwithstanding the foregoing, (i) the lesser aggregate amount of Advances outstanding hereunder and Credit Extensions (as defined in the Committed A/R Revolving Line or Domestic Agreement) outstanding under the Borrowing Base minus Domestic Agreement may not exceed Eight Million Dollars at any time, and (ii) the aggregate amount of Advances outstanding principal balance hereunder at any time may not exceed (A) Five Million Dollars ($5,000,000.00), minus (B) upon the occurrence of the Advances made under LC Formula Event (until Bank receives subsequent notice from Borrower), the Committed A/R Revolving Line, but the face Dollar Equivalent amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) may not exceed $3,500,000.00"issued pursuant to Section 2.1.3 of the Domestic Agreement. 2. ” 3 The Loan Agreement shall be amended by deleting the following text text, appearing in Section 2.3 2.2.2 thereof: “In the event that the aggregate amount of Finance Charges earned by Bank in any Reconciliation Period during which Borrower is not Streamline Facility Eligible under this Exim Agreement and the Domestic Agreement is less than the Minimum Finance Charge, entitled "Revolving Line Interest Rates, Payments": "Advances made Borrower shall pay to Bank an additional Finance Charge equal to (i) the Minimum Finance Charge minus (ii) the aggregate amount of all Finance Charges earned by Bank under this Exim Agreement and the Committed A/R Revolving Line accrue interest on the outstanding principal balance at a per annum rate of one percentage point above the Prime RateDomestic Agreement in such Reconciliation Period." ” and inserting in lieu thereof the following: "Advances made “In the event that the aggregate amount of Finance Charges earned by Bank in any Reconciliation Period under this Exim Agreement and the Committed A/R Revolving Line accrue interest on Domestic Agreement is less than the outstanding principal balance at a per annum rate Minimum Finance Charge, Borrower shall pay to Bank an additional Finance Charge equal to (i) the Minimum Finance Charge minus (ii) the aggregate amount of all Finance Charges earned by Bank under this Exim Agreement and the Prime Rate, and one half of one percent (0.5%)Domestic Agreement in such Reconciliation Period." 3. ” 4 The Loan Agreement shall be amended by deleting the following definitions text, appearing in Section 2.2.3 thereof: “With respect to Financed Receivables based upon Eligible Foreign Accounts and Exim Inventory Placeholder Invoices, when Borrower is not Streamline Facility Eligible, Borrower will pay to Bank a collateral handling fee equal to 0.30% per month of the Financed Receivable Balance for each such Financed Receivable outstanding based upon a 360 day year (the “Collateral Handling Fee”).” and inserting in lieu thereof the following: “With respect to Financed Receivables based upon Eligible Foreign Accounts, Borrower will pay to Bank a collateral handling fee equal to 0.20% per month of the Financed Receivable Balance for each such Financed Receivable outstanding based upon a 360 day year (the “Collateral Handling Fee”).” 5 The Loan Agreement shall be amended by deleting the following definitions, appearing in Section 13.1 thereof: ""Committed A/R Revolving Line" is an aggregate Credit Extension of up to a total of $3,000,000.00.:

Modifications to Loan Agreement. 1. The Section 2.1 of the Loan Agreement shall be is hereby amended by deleting the following text appearing clause (a) of subsection 2.1.1 thereof in Section 2.1.1 thereof, entitled "Letters of Credit". "its entirety and by substituting therefor a new clause (a) to read as follows: (a) Bank will issue or have issued Letters of Credit for Borrower's a make Advances not exceeding (i) the lesser of (A) the Committed A/R Revolving Line or (B) the Borrowing Base Base, minus (ii) the outstanding principal Balance of the Advances made under the Committed A/R Revolving Line, but the face amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit Credit), minus all amounts for services then utilized under the Cash Management Services Sublimit and any letter minus the FX Reserve. Amounts borrowed under this Section may be repaid and reborrowed during the term of Credit Reserve) may not exceed $250,000.00"this Agreement. All advances shall be evidenced by the Revolving Promissory Note to be executed and inserting delivered by Borrower to Bank on the Closing Date and shall be repaid in lieu thereof accordance with the following: "Bank will issue or have issued Letters of Credit for Borrower's account not exceeding (i) the lesser terms of the Committed A/R Revolving Line or the Borrowing Base minus (ii) the outstanding principal balance of the Advances made under the Committed A/R Revolving Line, but the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) may not exceed $3,500,000.00"Promissory Note. 2. The Section 2.1 of the Loan Agreement shall be is hereby amended by deleting subsection 2.1.2 thereof in its entirety and by substituting therefor a new subsection 2.1.2 to read as follows: Borrower may use up to One Million Dollars ($1,000,000) less the following text appearing outstanding amount of the FX Reserve (the "Cash Management Services Sublimit"), for Bank's Cash Management Services, which may include merchant services, direct deposit of payroll, business credit card, and check cashing services identified in Section 2.3 thereof, entitled various cash management services agreements related to such services (the "Revolving Line Interest Rates, PaymentsCash Management Services": "Advances made ). Such aggregate amounts utilized under the Cash Management Services Sublimit will at all times reduce the amount otherwise available to be borrowed under the Committed A/R Revolving Line accrue interest Line. Any amounts Bank pays on the outstanding principal balance at a per annum rate behalf of one percentage point above the Prime Rate." and inserting in lieu thereof the following: "Borrower or any amounts that are not paid by Borrower for any Cash Management Services will be treated as Advances made under the Committed A/R Revolving Line and will accrue interest on at the outstanding principal balance at a per annum rate equal to the aggregate of the Prime Rate, and one half of one percent (0.5%)for Advances." 3. The Section 2.1 of the Loan Agreement shall be is hereby further amended by deleting adding at the following definitions appearing in Section 13.1 thereof: ""Committed A/R Revolving Line" is an aggregate Credit Extension of up end thereof a new subsection 2.1.4 to a total of $3,000,000.00.read as follows:

Modifications to Loan Agreement. 1. 1 The Loan Agreement shall be amended by deleting the following text following, appearing in as Section 2.1.1 2.2.6 (a) thereof, entitled "Letters in its entirety: (a) Borrower shall direct each Account Debtor (and each depository institution where proceeds of Credit"Accounts are on deposit) to remit payments with respect to the Accounts to a lockbox account established with Bank or to wire transfer payments to a cash Collateral Account that Bank controls (collectively, the “Lockbox”). "Bank It will issue be considered an immediate Event of Default if the Lockbox is not set-up and operational on or have issued Letters of Credit for Borrower's a not exceeding (i) the lesser of the Committed A/R Revolving Line or the Borrowing Base minus (ii) the outstanding principal Balance of the Advances made under the Committed A/R Revolving Linebefore January 15, but the face amount of outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any letter of Credit Reserve) may not exceed $250,000.00". 2011.” and inserting in lieu thereof the following: (a) Upon the earlier of: "Bank will issue or have issued Letters of Credit for Borrower's account not exceeding (i) the lesser of the Committed A/R Revolving Line initial Advance, or the Borrowing Base minus (ii) September 30, 2011, Borrower shall direct each Account Debtor (and each depository institution where proceeds of Accounts are on deposit) to remit payments with respect to the outstanding principal balance Accounts to a lockbox account established with Bank or to wire transfer payments to a cash Collateral Account that Bank controls (collectively, the “Lockbox”). It will be considered an immediate Event of Default if the Advances made under Lockbox is not set-up and operational upon the Committed A/R Revolving Lineearlier of (i) the initial Advance, but the face amount of outstanding Letters of Credit or (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserveii) may not exceed $3,500,000.00"September 30, 2011. 2. ” 2 The Loan Agreement shall be amended by deleting the following text following, appearing in as Section 2.3 2.2.6 (e) thereof, entitled "Revolving Line Interest Ratesin its entirety: (e) Notwithstanding anything herein to the contrary, Payments"Bank shall waive any and all fees and/or expenses related to the LockBox incurred or arising prior to the earlier of: "Advances made under (i) the Committed A/R Revolving Line accrue interest on the outstanding principal balance at a per annum rate of one percentage point above the Prime Rateinitial Advance, or (ii) January 31, 2011." ” and inserting in lieu thereof the following: "Advances made under the Committed A/R Revolving Line accrue interest on the outstanding principal balance at a per annum rate equal : (e) Notwithstanding anything herein to the aggregate of contrary, Bank shall waive any and all fees and/or expenses related to the Prime RateLockbox incurred or arising prior to the earlier of: (i) the initial Advance, and one half of one percent or (0.5%)ii) September 30, 2011." 3. ” 3 The Loan Agreement shall be amended by deleting the following definitions following, appearing as Section 2.2.8 thereof, in Section 13.1 thereof: ""Committed A/R Revolving Line" is an aggregate Credit Extension of up to a total of $3,000,000.00.its entirety: