EXHIBIT 10.3

EXECUTION COPY

LOAN AGREEMENT
ADVANCED ENERGY INDUSTRIES, INC.

THIS LOAN AGREEMENT (this "Agreement") dated as of June 18, 2001, between
SILICON VALLEY BANK, a California-chartered bank with its principal place of
business at 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, XX 00000 and with a loan production
office located at 0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000, as Payment
Agent ("SVB"), United Overseas Bank Limited, a Singapore banking corporation
("UOB") acting through its Los Angeles Agency located at 000 Xxxxxxxx Xxxxxxxxx,
Xxxxxx Xxxxx, Xxx Xxxxxxx, XX 00000-0000 ("UOB-LA") and its Tokyo Branch located
at Shin Xxxxxxx Xxxx., 0-0-0, Xxxxxxxxxx, Xxxxxxx-xx, Xxxxx 000, Xxxxx ("UOB -
Tokyo"; SVB, and UOB are each referred to individually as a "Bank" and
collectively, as the "Banks") and ADVANCED ENERGY INDUSTRIES, INC., a Delaware
corporation having its principal place of business at 0000 Xxxxx Xxxxx Xxxxx,
Xxxx Xxxxxxx, XX 00000 ("Borrower"), provides the terms on which Banks will lend
to Borrower and Borrower will repay Banks. The parties agree as follows:

1. ACCOUNTING AND OTHER TERMS

Accounting terms not defined in this Agreement will be construed following
GAAP. Calculations and determinations must be made following GAAP. The term
"financial statements" includes the notes and schedules. The terms "including"
and "includes" always mean "including (or includes) without limitation" in this
or any Loan Document. Capitalized terms in this Agreement shall have the
meanings set forth in Section 12. This Agreement shall be construed to impart
upon the Banks severally, and not jointly, a duty to act reasonably at all
times.

2. LOAN AND TERMS OF PAYMENT

2.1. CREDIT EXTENSIONS. Borrower will pay Banks the unpaid principal
amount of all Credit Extensions and interest on the unpaid principal amount of
the Credit Extensions.

2.1.1 REVOLVING ADVANCES.

(a) Each Bank will severally make Advances in accordance with this
Section 2.1.1 such that the aggregate amount of Advances outstanding at any time
shall not exceed the lesser of (A) (i) $20,000,000 by SVB and (ii) $10,000,000
by UOB or (B) (i) the Committed Revolving Line or the Borrowing Base, if
applicable, minus (ii) the amount of all outstanding Letters of Credit
(including drawn but unreimbursed Letters of Credit), minus (iii) the Foreign
Exchange Reserve, minus (iv) the aggregate principal amount of all outstanding
Optional Currency Rate Loans, and minus (v) outstanding Cash Management Services
Fees. Each Advance shall be made entirely by SVB up to and including the
aggregate amount set forth in the preceding sentence and thereafter by UOB up
to and including the aggregate amount set forth in the preceding sentence.
Amounts borrowed under this Section may be repaid and reborrowed during the term
of this Agreement. Notwithstanding the foregoing, the Borrowing Base shall not
be applied at any time that the aggregate amount of Credit Extensions
outstanding, or that would be outstanding immediately following a requested
Advance, are equal to or less than $10,000,000.

(b) To obtain an Advance, Borrower must notify Payment Agent by
facsimile or telephone by 3:00 p.m. Pacific time on the Business Day the Advance
is to be made. Borrower must promptly confirm the notification by delivering to
Payment Agent the Payment/Advance Form attached as Exhibit B. Payment Agent will
credit Advances to Borrower's deposit account.

2.1.2 LETTERS OF CREDIT. The Banks will issue or have issued Letters
of Credit for Borrower's account not exceeding (i) the lesser of the Committed
Revolving Line or the Borrowing Base minus (ii) the outstanding principal
balance of the Advances, 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 $5,000,000. Each Letter of Credit will expire no later
than 180 days after the Revolving Maturity Date provided Borrower's Letter of

Credit reimbursement obligation is secured by cash on terms acceptable to the
Banks at any time after the Revolving Maturity Date if the term of this
Agreement is not extended by the Banks.

2.1.3 FOREIGN EXCHANGE SUBLIMIT. If there is availability under the
Committed Revolving Line and the Borrowing Base (if applicable), then Borrower
may enter in foreign exchange forward contracts with SVB under which Borrower
commits to purchase from or sell to SVB a set amount of foreign currency more
than one business day after the contract date (the "FX Forward Contract"). The
Payment Agent will subtract 20% of each outstanding FX Forward Contract from the
foreign exchange sublimit which is a maximum of $10,000,000 (the "FX Sublimit").
The total FX Forward Contracts at any one time may not exceed 5 times the amount
of the FX Sublimit. SVB may terminate the FX Forward Contracts if an Event of
Default occurs.

2.1.4 OPTIONAL CURRENCY RATE LOANS.

(a) If there is availability under the Committed Revolving Line and
the Borrowing Base (if applicable), then UOB-Tokyo will make Optional Currency
Rate Loans in accordance with the LIBOR Supplement to Agreement, attached to
this Agreement as Exhibit A. The Payment Agent will subtract 100% of the U.S.
Dollar equivalent of such Optional Currency Rate Loans from the Optional
Currency Rate Loans Sublimit, which is $10,000,000.

(b) Borrower irrevocably appoints Advanced Energy Japan K.K., a
Japanese corporation all of the outstanding capital stock of which is owned
directly by Borrower ("AEI-Japan") to obtain one or more Optional Currency Rate
Loans from UOB-Tokyo directly in its own name or in the name of Borrower. Any
request by AEI-Japan for an Optional Currency Rate Loan may be submitted
directly to UOB-Tokyo in accordance with its customary procedures and this
Agreement. Each such Optional Currency Rate Loan shall be a binding obligation
of Borrower as though Borrower were a signatory thereto.

2.1.5 CASH MANAGEMENT SERVICES. Borrower may use SVB's Cash
Management Services, which may include merchant services, direct deposit of
payroll, business credit card, and check cashing services identified in any cash
management services agreements (the "Cash Management Services"). All amounts SVB
pays for any Cash Management Services will be treated as an Advance under the
Committed Revolving Line.

2.1.6 CREDIT EXTENSION REQUESTS. Each Bank may make Credit
Extensions in accordance with this Agreement based on instructions from a
Responsible Officer or his or her designee or without instructions if the Credit
Extensions are necessary to meet Obligations which have become due. Each Bank
may rely on any telephone notice given by a person whom Bank believes is a
Responsible Officer or designee. Borrower will indemnify each Bank for any loss
either Bank suffers due to that reliance.

2.1.7. REVOLVING MATURITY DATE. The Committed Revolving Line
terminates on the Revolving Maturity Date, when all Advances and Optional
Currency Rate Loans are immediately payable.

2.2. OVERADVANCES. If Borrower's Obligations under Section 2.1 exceed the
lesser of either (i) the Committed Revolving Line or (ii) the Borrowing Base, if
applicable, Borrower must immediately pay in cash to the Payment Agent the
excess; provided, however that to the extent the aggregate amount of outstanding
Optional Currency Rate Loans exceeds the Optional Currency Rate Loans Sublimit
(the "Optional Currency Rate Loans Excess"), such Optional Currency Rate Loans
Excess may be paid directly to UOB-Tokyo.

2.3. INTEREST RATE; PAYMENTS. Advances and Optional Currency Rate Loans
accrue interest in accordance with the LIBOR Supplement to Agreement attached
hereto as Exhibit A and incorporated herein. The unpaid principal amount of all
Advances and Optional Currency

Rate loans outstanding on the Revolving Maturity Date shall be immediately
payable on the Revolving Maturity Date. All payments of principal, interest,
fees or other amounts payable by Borrower under this Agreement shall be paid to
SVB, except that payments of principal, interest, fees or other amounts related
solely to any Optional Currency Rate Loans may be paid to UOB-Tokyo.

2.4. FEES. Borrower will pay to SVB:

(a) FACILITY FEE. A fully earned, non-refundable facility fee of
$15,000 due on the Closing Date;

(b) BANK EXPENSES. All Bank Expenses (including reasonable
attorneys' fees and expenses incurred through and after the Closing Date when
due; and

(c) NON-USAGE FEE. No later than the 30th calendar day following
each annual anniversary of the Closing Date, Borrower shall pay to SVB a
non-usage fee equal to One Fourth of One Percent (0.25%) of the difference
between the Committed Revolving Line and the average daily outstanding balance
during the prior year.

2.5 PERCENTAGE SHARE. Except for Optional Rate Currency Loans, which
shall be the sole responsibility of UOB-Tokyo, and except as otherwise provided
in this Agreement, the rights, interests and obligations of each Bank under this
Agreement at any time shall be shared in the ratio of (a) the maximum amount the
Bank has committed to advance as set forth on the signature page signed by the
Bank to (b) the Committed Revolving Line. Any reference in this Agreement to an
allocation between or sharing by the Banks of any right, interest or duty
"ratably", "proportionately," "pro rata" or in similar terms shall refer to this
ratio. No Bank is obligated to advance any funds in lieu of or for the account
of any other Bank if the latter Bank fails to make such Advance.

3. CONDITIONS OF LOANS

3.1. CONDITIONS PRECEDENT TO INITIAL CREDIT EXTENSION. Each Bank's
obligation to make the initial Credit Extension is subject to the following
conditions precedent:

(a) receipt of the agreements, documents and fees they require;

(b) due diligence inquiry conducted by the Banks to their reasonable
satisfaction and which does not result in the discovery of any facts or
circumstances which would negatively affect, in the Banks' sole discretion,
collectibility of any Credit Extensions; and;

3.2. CONDITIONS PRECEDENT TO ALL CREDIT EXTENSIONS. Each Bank's
obligations to make each Credit Extension, including the initial Credit
Extension, is subject to the following:

(a) timely receipt by the Payment Agent of any Payment/Advance Form;
and

(b) the representations and warranties in Section 4 must be
materially true on the date of the Payment/Advance Form and on the effective
date of each Credit Extension and no Event of Default may have occurred and be
continuing, or result from the Credit Extension. Each Credit Extension is
Borrower's representation and warranty on that date that the representations and
warranties in Section 4 remain true.

4. REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants as follows:

4.1. DUE ORGANIZATION AND AUTHORIZATION. Borrower and each Subsidiary is
duly existing and in good standing in its state of formation and qualified and
licensed to do business in, and in good standing in, any state in which the
conduct of its business or its ownership of property requires that it be
qualified.

The execution, delivery and performance of the Loan Documents have been
duly authorized, and do not conflict with Borrower's formations documents, nor
constitute an event of default under any material agreement by which Borrower is
bound. Borrower is not in default under any agreement to which or by which it is
bound in which the default could cause a Material Adverse Change.

4.2. LITIGATION. Except as shown in the Schedule, there are no actions or
proceedings pending or, to Borrower's knowledge, threatened by or against
Borrower or any Subsidiary in which an adverse decision could cause a Material
Adverse Change.

4.3. NO MATERIAL ADVERSE CHANGE IN FINANCIAL STATEMENTS. All consolidated
financial statements for Borrower and any Subsidiary delivered to Bank fairly
present in all material respects Borrower's consolidated financial condition and
Borrower's consolidated results of operations. There has not been any material
deterioration in Borrower's consolidated financial condition since the date of
the most recent financial statements submitted to Bank.

4.4. SOLVENCY. Borrower is able to pay its debts (including trade debts)
as they mature.

4.5. REGULATORY COMPLIANCE. Borrower is not an "investment company" or a
company "controlled" by an "investment company" under the Investment Company
Act. Borrower is not engaged as one of its important activities in extending
credit for margin stock (under Regulations T and U of the Federal Reserve Board
of Governors). Borrower has complied with the Federal Fair Labor Standards Act.
Borrower has not violated any laws, ordinances or rules, the violation of which
could cause a Material Adverse Change. None of Borrower's or any Subsidiary's
properties or assets has been used by Borrower or any Subsidiary or, to the best
of Borrower's knowledge, by previous Persons, in disposing, producing, storing,
treating, or transporting any hazardous substance other than legally. Borrower
and each Subsidiary has timely filed all required tax returns and paid, or made
adequate provision to pay, all material taxes. Borrower and each Subsidiary has
obtained all consents, approvals and authorizations of, made all declarations or
filings with, and given all notices to, all government authorities that are
necessary to continue its business as currently conducted.

4.6. SUBSIDIARIES. Borrower does not own any stock, partnership interest
or other equity securities except for Permitted Investments.

4.7. FULL DISCLOSURE. No representation, warranty or other statement of
Borrower in any certificate or written statement given to Bank contains any
untrue statement of a material fact or omits to state a material fact necessary
to make the statements contained in the certificates or statements not
misleading.

5. AFFIRMATIVE COVENANTS

Borrower will do all of the following:

5.1. GOVERNMENT COMPLIANCE. Borrower will maintain its and all
Subsidiaries' corporate existence and good standing in its jurisdiction of
incorporation and maintain qualification in each jurisdiction in which the
failure to so qualify could have a material adverse effect on Borrower's
business or operations. Borrower will comply, and have each Subsidiary comply,
with all laws, ordinances and regulations to which it is subject, noncompliance
with which could have a material adverse effect on Borrower's business or
operations or cause a Material Adverse Change.

5.2. FINANCIAL STATEMENTS, REPORTS, CERTIFICATES.

(a) Borrower will deliver to the Payment Agent: (i) within 5 days of
filing with the Securities and Exchange Commission, but no later than 90 days
after the end of Borrower's fiscal year, an annual report on Form 10-K together
with an unqualified opinion on the financial statements (ii) within 5 days of
filing, but no later than 45 days after the end of each of Borrower's first
three quarters of each fiscal year, copies of all reports on Form 10-Q filed
with the Securities and Exchange Commission, (iii) within 5 days of filing,
copies of all statements, reports and notices made available to Borrower's
security holders or to any holders of Subordinated Debt and all reports on Form
8-K, filed with the Securities and Exchange Commission; (iv) a prompt report of
any legal actions pending or threatened against Borrower or any Subsidiary that
could result in damages or costs to Borrower or any Subsidiary of $500,000 or
more; (v) prompt notice of any material change in the composition of the
Intellectual Property or knowledge of an event that materially adversely affects
the value of the Intellectual Property; and (vi) budgets, sales projections,
operating plans or other financial information Payment Agent requests.

(b) Within 30 days after the last day of each month if during such
month the aggregate amount of all Credit Extensions outstanding at any time
during such month exceed $10,000,000, Borrower will deliver to Payment Agent a
Borrowing Base Certificate signed by a Responsible Officer in the form of
Exhibit C, with aged listings of accounts receivable and accounts payable.

(c) Borrower will deliver to the Payment Agent with the quarterly
reports on Form 10-Q, as required by Section 5.2(a), a Compliance Certificate
signed by a Responsible Officer in the form of Exhibit D.

(d) At any time that the aggregate amount of outstanding Credit
Extensions, exclusive of interest thereon, exceed $10,000,000, the Payment Agent
has the right to audit Borrower's Accounts at Borrower's expense, but the audits
will be conducted no more often than once every 12 months unless an Event of
Default has occurred and is continuing.

5.3. INVENTORY; RETURNS. Borrower will keep all Inventory in good and
marketable condition, free from material defects. Returns and allowances between
Borrower and its account debtors will follow Borrower's customary practices as
they exist at the Closing Date. Borrower must promptly notify the Payment Agent
of all returns, recoveries, disputes and claims that involve more than 10% of
Borrower's gross sales for any month.

5.4. TAXES. Borrower will make, and cause each Subsidiary to make,
timely payment of all material federal, state, and local taxes or assessments
and will deliver to the Banks, on demand, appropriate certificates attesting to
the payment.

5.5. INSURANCE. Borrower will keep its business insured for risks and in
amounts, as Bank requests. Insurance policies will be in a form, with companies,
and in amounts that are satisfactory to the Banks. All property policies will
have a lender's loss payable endorsement showing Banks as loss payee, and all
liability policies will show the Banks as additional insureds and provide that
the insurer must give the Banks at least 20 days notice before canceling its
policy. At the Banks' request, Borrower will deliver certified copies of
policies and

evidence of all premium payments. Proceeds payable under any policy will, at the
Banks' option, be payable to the Banks on account of the Obligations.

5.6. PRIMARY ACCOUNTS; REQUEST TO DEBIT ACCOUNTS. Borrower will maintain
its primary depository and operating accounts with SVB. Borrower will regularly
deposit funds received from its business activities at SVB. Borrower authorizes
SVB to debit any of Borrower's accounts with Bank including Account Number
351030170, for interest and principal payments on the loan and any other
Borrower obligations to either Bank when due. SVB will notify Borrower of all
debits that SVB makes against Borrower's accounts. The debits to Borrower's
account are not a setoff.

5.7. FINANCIAL COVENANTS.

Borrower will maintain as of the last day of each of Borrower's fiscal
quarters unless otherwise noted:

(a) QUICK RATIO. A ratio of Quick Assets to Current Liabilities of
at least 2.00 to 1.0.

(b) DEBT/NET WORTH RATIO. A ratio of Total Liabilities less
Subordinated Debt and less the outstanding principal amount of the 5.25%
Convertible Notes to Tangible Net Worth plus Subordinated Debt of not more than
0.65 to 1.0.

(c) TANGIBLE NET WORTH. A Tangible Net Worth plus Subordinated Debt
plus the outstanding principal amount of the 5.25% Convertible Notes of at least
the sum of $120,000,000 plus 50% of the net profit for such quarter.

(d) PROFITABILITY. On a consolidated basis, Borrower shall have a
minimum net Profit of at least One Dollar ($1) for each fiscal quarter; except
that Borrower shall have Losses not to exceed $6,510,000 and $6,540,000 for each
of the second and third fiscal quarters, respectively, of the fiscal year
ending December 31, 2001.

5.8. FURTHER ASSURANCES. Borrower will execute any further instruments and
take further action as the Banks request to effect the purposes of this
Agreement.

6. NEGATIVE COVENANTS

Borrower will not do any of the following without the Banks' written
consent, which will not be unreasonably withheld:

6.1. DISPOSITIONS. Convey, sell, lease, transfer or otherwise dispose of
(collectively a "Transfer"), or permit any of its Subsidiaries to Transfer, all
or any part of its business or property, other than a Transfer (i) of Inventory
in the ordinary course of business; (ii) of non-exclusive licenses and similar
arrangements for the use of the property of Borrower or its Subsidiaries in the
ordinary course of business; or (iii) of worn-out or obsolete Equipment or (iv)
other Transfers which constitute liquidation of Investments permitted in Section
6.6(i).

6.2. CHANGES IN BUSINESS, OWNERSHIP, MANAGEMENT OR BUSINESS LOCATIONS.
Engage in or permit any of its Subsidiaries to engage in any business other than
the businesses currently engaged in by Borrower or have a change in its
ownership (other than the sale of Borrower's equity securities in a public
offering) of greater than 25% or management. Borrower will not, without at least
30 days prior written notice to Banks, relocate its principal executive office
or add any new offices or business locations.

6.3. MERGERS OR ACQUISITIONS. Merge or consolidate, or permit any of its
Subsidiaries to merge or consolidate, with any other Person, or acquire, or
permit any of its

Subsidiaries to acquire, all or substantially all of the capital stock or
property of another Person except a Permitted Acquisition where no Event of
Default has occurred and is continuing or would exist after giving effect to
such Permitted Acquisition. The Banks shall respond to Borrower's request for
consent to any transaction contemplated by this Section 6.3 other than a
Permitted Acquisition within 10 days of the receipt of a written request for
such consent, which request shall be accompanied by such materials as are
reasonably requested by the Banks for the purpose of making a decision regarding
such consent. A Subsidiary may merge or consolidate into another Subsidiary or
into Borrower.

6.4. INDEBTEDNESS. Create, incur, assume, or be liable for any
Indebtedness, or permit any Subsidiary to do so, other than Permitted
Indebtedness.

6.5. ENCUMBRANCE. Create, incur, or allow any Lien on any of its
property, or assign or convey any right to receive income, including the sale of
any Accounts, or permit any of its Subsidiaries to do so, except for Permitted
Liens.

6.6. INVESTMENTS; DISTRIBUTIONS. (i) Directly or indirectly acquire or own
any Person, or make any Investment in any Person, other than Permitted
Investments, or permit any of its Subsidiaries to do so; (ii) pay any dividends
or make any distribution or payment or redeem, retire or purchase any capital
stock; or (iii) make any loans or other extension of credit, other than trade
accounts created in the ordinary course of business and in customary amounts
consistent with Borrower's past practices, or permit any of its Subsidiaries to
do so.

6.7. TRANSACTIONS WITH AFFILIATES. Directly or indirectly enter or permit
any material transaction with any Affiliate, except transactions that are in the
ordinary course of Borrower's business, on terms no less favorable to Borrower
than would be obtained in an arm's length transaction with a non-affiliated
Person.

6.8. SUBORDINATED DEBT. Make or permit any payment on any Subordinated
Debt, except under the terms of the Subordinated Debt, or amend any provision in
any document relating to the Subordinated Debt, without Bank's prior written
consent.

6.9 COMPLIANCE. Undertake as one of its important activities extending
credit to purchase or carry margin stock, or use the proceeds of any Advance for
that purpose; fail to meet the minimum funding requirements of ERISA, permit a
Reportable Event or Prohibited Transaction, as defined in ERISA, to occur; fail
to comply with the Federal Fair Labor Standards Act or violate any other law or
regulation, if the violation could have a material adverse effect on Borrower's
business or operations or cause a Material Adverse Change, or permit any of its
Subsidiaries to do so.

7. EVENTS OF DEFAULT

Any one of the following is an Event of Default:

7.1. PAYMENT DEFAULT. Borrower fails to pay any of the Obligations within
5 days after their due date. During the additional period the failure to cure
the default is not an Event of Default (but no Credit Extensions will be made
during the cure period);

7.2. COVENANT DEFAULT. Borrower does not perform any obligation in Section
5 or violates any covenant in Article 6 or does not perform or observe any other
material term, condition or covenant in this Agreement, any Loan Documents, or
in any agreement between Borrower and Bank and as to any default under a term,
condition or covenant that can be cured, has not cured the default within 20
days after it occurs, or if the default cannot be cured within 20 days or cannot
be cured after Borrower's attempts in the 20 day period, and the default may be
cured within a reasonable time, then Borrower has an additional time, (of not
more than 30 days) to attempt to cure the default. During the additional period
the failure to

cure the default is not an Event of Default (but no Credit Extensions will be
made during the cure period);

7.3. MATERIAL ADVERSE CHANGE. (i) Bank determines, based upon information
available to it and in its reasonable judgment, that there is a reasonable
likelihood that Borrower will fail to comply with one or more of the financial
covenants in Section 5 during the next succeeding financial reporting period;
(ii) a material adverse change in the business, operations, or condition
(financial or otherwise) of the Borrower occurs; or (iii) a material impairment
of the prospect of repayment of any portion of the Obligations occurs;

7.4. ATTACHMENT. (i) Any material portion of Borrower's assets is
attached, seized, levied on, or comes into possession of a trustee or receiver
and the attachment, seizure or levy is not removed in 30 days; (ii) Borrower is
enjoined, restrained, or prevented by court order from conducting a material
part of its business; (iii) a judgment or other claim becomes a Lien on a
material portion of Borrower's assets; or (iv) a notice of lien, levy, or
assessment is filed against any of Borrower's assets by any government agency
and not paid within 30 days after Borrower receives notice. These are not Events
of Default if stayed or if a bond is posted pending contest by Borrower (but no
Credit Extensions will be made during the cure period);

7.5. INSOLVENCY. (i) Borrower becomes insolvent; (ii) Borrower begins an
Insolvency Proceeding; or (iii) an Insolvency Proceeding is begun against
Borrower and not dismissed or stayed within 30 days (but no Credit Extensions
will be made before any Insolvency Proceeding is dismissed);

7.6. OTHER AGREEMENTS. If there is a default in any agreement between
Borrower and a third party that gives the third party the right to accelerate
any Indebtedness exceeding $500,000 or that could cause a Material Adverse
Change;

7.7. JUDGMENTS. If a money judgment(s) in the aggregate of at least
$500,000 is rendered against Borrower and is unsatisfied and unstayed for 30
days (but no Credit Extensions will be made before the judgment is stayed or
satisfied); or

7.8. MISREPRESENTATIONS. If Borrower or any Person acting for Borrower
makes any material misrepresentation or material misstatement now or later in
any warranty or representation in this Agreement or in any communication
delivered to either Bank or to induce either Bank to enter this Agreement or any
Loan Document.

8. BANK'S RIGHTS AND REMEDIES

8.1. RIGHTS AND REMEDIES. When an Event of Default occurs and continues
the Banks may, without notice or demand, do any or all of the following:

(a) Declare all Obligations immediately due and payable (but if an
Event of Default described in Section 7.5 occurs all Obligations are immediately
due and payable without any action by Bank);

(b) Stop advancing money or extending credit for Borrower's benefit
under this Agreement or under any other agreement between Borrower and Banks;

(c) Settle or adjust disputes and claims directly with account
debtors for amounts, on terms and in any order that the Banks consider
advisable; and

(d) Apply to the Obligations any (i) balances and deposits of
Borrower it holds, or (ii) any amount held by any Bank owing to or for the
credit or the account of Borrower.

8.2. POWER OF ATTORNEY. When an Event of Default occurs and continues,
Borrower irrevocably appoints Payment Agent as its lawful attorney to: (i)
endorse Borrower's name on any checks or other forms of payment or security;
(ii) sign Borrower's name on any invoice or xxxx of lading for any Account or
drafts against account debtors, (iii) make, settle, and adjust all claims under
Borrower's insurance policies; and (iv) settle and adjust disputes and claims
about the Accounts directly with account debtors, for amounts and on terms Bank
determines reasonable. Payment Agent may exercise the power of attorney to sign
Borrower's name on any documents necessary to perfect or continue the perfection
of any security interest regardless of whether an Event of Default has occurred.
Payment Agent's appointment as Borrower's attorney in fact, and all of Payment
Agent's rights and powers, coupled with an interest, are irrevocable until all
Obligations have been fully repaid and performed and the Banks' obligations to
provide Credit Extensions terminates.

8.3. ACCOUNTS COLLECTION. When an Event of Default occurs and continues,
Payment Agent may notify any Person owing Borrower money of Banks' security
interest in the funds and verify the amount of the Account. Borrower must
collect all payments in trust for the Banks and, if requested by either Bank,
immediately deliver the payments to such Bank in the form received from the
account debtor, with proper endorsements for deposit.

8.4. BANK EXPENSES. If Borrower fails to pay any amount or furnish any
required proof of payment to third persons either Bank may make all or part of
the payment or obtain insurance policies required in Section 5.5, and take any
action under the policies such Bank deems prudent. Any amounts paid by either
Bank are Bank Expenses and immediately due and payable, bearing interest at the
then applicable rate. No payments by either Bank are deemed an agreement to
make similar payments in the future or such Bank's waiver of any Event of
Default.

8.5. REMEDIES CUMULATIVE. Each Bank's rights and remedies under this
Agreement, the Loan Documents, and all other agreements are cumulative. Each
Bank has all rights and remedies provided by law, or in equity. Either Bank's
exercise of one right or remedy is not an election, and either Bank's waiver of
any Event of Default is not a continuing waiver. Either Bank's delay is not a
waiver, election, or acquiescence. No waiver is effective unless signed by Bank
and then is only effective for the specific instance and purpose for which it
was given.

8.6. DEMAND WAIVER. Borrower waives demand, notice of default or dishonor,
notice of payment and nonpayment, notice of any default, nonpayment at maturity,
release, compromise, settlement, extension, or renewal of accounts, documents,
instruments, chattel paper, and guaranties held by either Bank on which Borrower
is liable.

9. NOTICES

All notices or demands by any party to this Agreement or any other related
agreement must be in writing and be personally delivered or sent by an overnight
delivery service, by certified mail, postage prepaid, return receipt requested,
or by telefacsimile at the addresses listed at the beginning of this Agreement.
A Party may change its notice address by giving the other Party written notice.

10. CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER

Colorado law governs the Loan Documents without regard to principles of
conflicts of law. Borrower and Banks each submit to the exclusive jurisdiction
of the State and Federal courts in Boulder County, Colorado.

BORROWER, SVB AND UOB BORROWER, SVB AND UOB EACH WAIVE THEIR RIGHT TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS
AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION,

----------
Borrower's
Initial

INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A
MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY
HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

11. GENERAL PROVISIONS

11.1. SUCCESSORS AND ASSIGNS. This Agreement binds and is for the benefit
of the successors and permitted assigns of each party. Borrower may not assign
this Agreement or any rights or Obligations under it without each Bank's prior
written consent which may be granted or withheld in such Bank's discretion. Each
Bank has the right, without the consent of or notice to Borrower, to sell,
transfer, negotiate, or grant participation in all or any part of, or any
interest in, such Bank's obligations, rights and benefits under this Agreement,
the Loan Documents or any related agreement.

11.2. INDEMNIFICATION. Borrower will indemnify, defend and hold harmless
each Bank and its officers, employees and agents against: (a) all obligations,
demands, claims, and liabilities asserted by any other party in connection with
the transactions contemplated by the Loan Documents; and (b) all losses or Bank
Expenses incurred, or paid by such Bank from, following, or consequential to
transactions between Bank and Borrower (including reasonable attorneys' fees and
expenses), except for losses caused by such Bank's gross negligence or willful
misconduct.

11.3. TIME OF ESSENCE. Time is of the essence for the performance of all
Obligations in this Agreement.

11.4. SEVERABILITY OF PROVISION. Each provision of this Agreement is
severable from every other provision in determining the enforceability of any
provision.

11.5. AMENDMENTS IN WRITING, INTEGRATION. All amendments to this Agreement
must be in writing signed by both Banks and Borrower. This Agreement and the
Loan Documents represent the entire agreement about this subject matter, and
supersedes prior or contemporaneous negotiations or agreements. All prior or
contemporaneous agreements, understandings, representations, warranties, and
negotiations between the parties about the subject matter of this Agreement and
the Loan Documents merge into this Agreement and the Loan Documents.

11.6. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by different parties on separate counterparts, each of which,
when executed and delivered, are an original, and all taken together, are one
Agreement.

11.7. SURVIVAL. All covenants, representations and warranties made in this
Agreement continue in full force while any Obligations remain outstanding. The
obligations of Borrower in Section 11.2 to indemnify each Bank will survive
until all statutes of limitations for actions that may be brought against such
Bank have run.

11.8. CONFIDENTIALITY. In handling any confidential information, each Bank
will exercise the same degree of care that it exercises for its own proprietary
information, but disclosure of information may be made: (i) to such Bank's
subsidiaries or affiliates in connection with their present or prospective
business relations with Borrower; (ii) to prospective transferees or purchasers
of any interest in the Loans; (iii) as required by law, regulation, subpoena, or
other order, (iv) as required in connection with such Bank's examination or
audit; and (v) as such Bank considers appropriate in exercising remedies under
this Agreement. Confidential information does not include information that
either: (a) is in the public domain or in such Bank's possession when disclosed
to such Bank, or becomes part of the public domain after disclosure to such
Bank; or (b) is disclosed to such Bank by a third party, if such Bank does not
know that the third party is prohibited from disclosing the information.

11.9. ATTORNEYS' FEES, COSTS AND EXPENSES. In any action or proceeding
between Borrower and either or both Banks arising out of the Loan Documents, the
prevailing party will be entitled to recover its reasonable attorneys' fees and
other costs and expenses incurred, in addition to any other relief to which it
may be entitled, whether or not a lawsuit is filed.

12. DEFINITIONS

12.1. DEFINITIONS.

"5.25% CONVERTIBLE NOTES" are those certain outstanding 5.25% convertible
notes payable due November 15, 2006.

"ACCOUNTS" are all existing and later arising accounts, contract rights,
and other obligations owed Borrower in connection with its sale or lease of
goods (including licensing software and other technology) or provision of
services, all credit insurance, guaranties, other security and all merchandise
returned or reclaimed by Borrower and Borrower's Books relating to any of the
foregoing.

"ADVANCE" or "ADVANCES" is a loan advance (or advances) made in U.S.
Dollars under the Committed Revolving Line.

"AFFILIATE" of a Person is a Person that owns or controls directly or
indirectly the Person, any Person that controls or is controlled by or is under
common control with the Person, and each of that Person's senior executive
officers, directors, partners and, for any Person that is a limited liability
company, that Person's managers and members.

"BANK EXPENSES" are all audit fees and expenses and reasonable costs or
expenses (including reasonable attorneys' fees and expenses) for preparing,
negotiating, administering, defending and enforcing the Loan Documents
(including appeals or Insolvency Proceedings).

"BORROWER'S BOOKS" are all Borrower's books and records including ledgers,
records regarding Borrower's assets or liabilities, the business operations or
financial condition and all computer programs or discs or any equipment
containing the information.

"BORROWING BASE" is (i) 80% of Eligible Accounts plus (ii) the lesser of
20% of the value of Borrower's Eligible Inventory (valued at the lower of cost
or wholesale fair market value) or $5,000,000, as determined by Bank from
Borrower's most recent Borrowing Base Certificate.

"BUSINESS DAY" is any day that is not a Saturday, Sunday or a day on which
the Payment Agent is closed.

"CASH ACQUISITION" is any acquisition by the Borrower of the assets or
capital stock of another entity, the consideration for which consists solely of
cash and/or marketable securities.

"CASH MANAGEMENT SERVICES" are defined in Section 2.1.4.

"CASH MANAGEMENT SERVICES FEES" are all amounts paid by SVB for any Cash
Management Services.

"CLOSING DATE" is the date of this Agreement.

"COMMITTED REVOLVING LINE" is a Credit Extension of up to $30,000,000.

"CONTINGENT OBLIGATION" is, for any Person, any direct or indirect
liability, contingent or not, of that Person for (i) any indebtedness, lease,
dividend, letter of credit or other obligation of another such as an obligation
directly or indirectly guaranteed, endorsed, co-made,

discounted or sold with recourse by that Person, or for which that Person is
directly or indirectly liable; (ii) any obligations for undrawn letters of
credit for the account of that Person; and (iii) all obligations from any
interest rate, currency or commodity swap agreement, interest rate cap or collar
agreement, or other agreement or arrangement designated to protect a Person
against fluctuation in interest rates, currency exchange rates or commodity
prices; but "Contingent Obligation" does not include endorsements in the
ordinary course of business. The amount of a Contingent Obligation is the stated
or determined amount of the primary obligation for which the Contingent
Obligation is made or, if not determinable, the maximum reasonably anticipated
liability for it determined by the Person in good faith; but the amount may not
exceed the maximum of the obligations under the guarantee or other support
arrangement.

"CREDIT EXTENSION" is each Advance, Optional Currency Rate Loan, Letter of
Credit, FX Forward Contract or any other extension of credit by either Bank for
Borrower's benefit.

"CURRENT ASSETS" are amounts that under GAAP should be included on that
date as current assets on Borrower's consolidated balance sheet.

"CURRENT LIABILITIES" are the aggregate amount of Borrower's Total
Liabilities which mature within one (1) year.

"DEBT SERVICE COVERAGE" is earnings after tax less Capitalized Product
Development Costs plus interest and non cash plus or minus, as appropriate, any
decrease or increase in Capitalized Product Development Costs for the specified
period divided by Current Maturities Long Term Debt and capitalized leases, plus
interest.

"ELIGIBLE ACCOUNTS" are Accounts in the ordinary course of Borrower's
business that are bona fide, existing obligations, and the service or property
has been performed or delivered to the account debtor or its agent for immediate
shipment to and unconditional acceptance by the account debtor; and Borrower
has no notice of any actual or imminent Insolvency Proceeding of any account
debtor whose accounts are an Eligible Account; but Bank may change eligibility
standards by giving Borrower 30 days prior written notice. Unless Bank agrees
otherwise in writing, Eligible Accounts will not include:

(a) Accounts that the account debtor has not paid within 90 days of
invoice date;

(b) Accounts for an account debtor, 50% or more of whose Accounts
have not been paid within 90 days of invoice date;

(d) Accounts for an account debtor, including Affiliates, whose
total obligations to Borrower exceed 25% of all Accounts, unless Bank approves
in writing;

(e) Accounts for which the account debtor does not have its
principal place of business in the United States;

(f) Accounts for which the account debtor is a federal, state or
local government entity or any department, agency, or instrumentality;

(g) Accounts for which Borrower owes the account debtor, but only up
to the amount owed (sometimes called "contra" accounts, accounts payable,
customer deposits or credit accounts);

(h) Accounts for demonstration or promotional equipment, or in which
goods are consigned, sales guaranteed, sale or return, sale on approval, xxxx
and hold, or other terms if account debtor's payment may be conditional;

(i) Accounts for which the account debtor is Borrower's Affiliate,
officer, employee, or agent;

(j) Accounts in which the account debtor disputes liability or makes
any claim and Bank believes there may be a basis for dispute (but only up to the
disputed or claimed amount), or if the Account Debtor is subject to an
Insolvency Proceeding, or becomes insolvent, or goes out of business; or

(k) Accounts for which Bank reasonably determines collection to be
doubtful.

"ELIGIBLE INVENTORY" is Borrower's Inventory, including raw materials,
located at its principal place of business (or any location permitted under
Section 6.2) that is in all material respects of good and marketable quality,
free from material defects, but does not include used, returned, obsolete,
consigned, work in progress, demonstrative or custom inventory, supplies,
packing or shipping materials.

"EQUIPMENT" is all present and future machinery, equipment, tenant
improvements, furniture, fixtures, vehicles, tools, parts and attachments in
which Borrower has any interest.

"ERISA" is the Employment Retirement Income Security Act of 1974, and its
regulations.

"FX FORWARD CONTRACT" is defined in Section 2.1.3.

"FX RESERVE" is defined in Section 2.1.3.

"GAAP" is generally accepted accounting principles.

"INDEBTEDNESS" is (a) indebtedness for borrowed money or the deferred
price of property or services, such as reimbursement and other obligations for
surety bonds and letters of credit, (b) obligations evidenced by notes, bonds,
debentures or similar instruments, (c) capital lease obligations and (d)
Contingent Obligations.

"INSOLVENCY PROCEEDING" is any proceeding by or against any Person under
the United States Bankruptcy Code, or any other bankruptcy or insolvency law,
including assignments for the benefit of creditors, compositions, extensions
generally with its creditors, or proceedings seeking reorganization,
arrangement, or other relief.

"INTELLECTUAL PROPERTY" is:

(a) Copyrights, Trademarks, Patents, and Mask Works including
amendments, renewals, extensions, and all licenses or other rights to use and
all license fees and royalties from the use;

(b) Any trade secrets and any Intellectual Property Rights in
computer software and computer software products now or later existing, created,
acquired or held;

(d) Any claims for damages (past, present or future) for
infringement of any of the rights above, with the right, but not the
obligation, to xxx and collect damages for use or infringement of the
intellectual property rights above;

All proceeds and products of the foregoing, including all insurance,
indemnity or warranty payments.

"INVENTORY" is present and future inventory in which Borrower has any
interest, including merchandise, raw materials, parts, supplies, packing and
shipping materials, work in process and finished products intended for sale or
lease or to be furnished under a contract of service, of every kind and
description now or later owned by or in the custody or possession, actual or
constructive, of Borrower, including inventory temporarily out of its custody or
possession or in transit and including returns on any accounts or other proceeds
(including insurance proceeds) from the sale or disposition of any of the
foregoing and any documents of title.

"INVESTMENT" is any beneficial ownership of (including stock, partnership
interest or other securities) any Person, or any loan, advance or capital
contribution to any Person.

"LIEN" is a mortgage, lien, deed of trust, charge, pledge, security
interest or other encumbrance.

"LOAN DOCUMENTS" are, collectively, this Agreement, any note, or notes or
guaranties executed by Borrower, and any other present or future agreement
between Borrower and/or for the benefit of the Banks in connection with this
Agreement, all as amended, extended or restated; provided, however that certain
Master Agency Agreement, entered into on or about the date of this Agreement,
shall govern certain rights and responsibilities among the Banks.

"LOSSES" are losses before depreciation, amortization and other one-time
non-cash charges.

"MATERIAL ADVERSE CHANGE" is defined in Section 7.3.

"MATURITY DATE" is the Revolving Maturity Date.

"OBLIGATIONS" are debts, principal, interest, Bank Expenses and other
amounts Borrower owes either Bank now or later, including letters of credit and
FX Forward Contracts and including interest accruing after Insolvency
Proceedings begin and debts, liabilities, or obligations of Borrower assigned to
Bank.

"OPTIONAL CURRENCY RATE LOAN" is defined in the LIBOR Supplement to
Agreement, attached to this Agreement as Exhibit A and incorporated herein.

"PERMITTED ACQUISITION" is (i) any Cash Acquisition in which the aggregate
consideration paid, directly or indirectly, by the Borrower does not exceed the
lesser of 15% of Borrower's Tangible Net Worth or 50% of Borrower's aggregate
cash and marketable securities immediately prior to such Cash Acquisition, or
(ii) any Stock Acquisition that does not result in a change in ownership of more
than 25% of the aggregate voting control of the Borrower outstanding immediately
prior to such Stock Acquisition and the consideration paid, directly or
indirectly, will not in the aggregate exceed 30% of Borrower's Tangible Net
Worth, or (iii) any transaction consisting in part of a Stock Acquisition and in
part of a Cash Acquisition, provided that each such portion does not exceed a
pro rata portion of the applicable threshold set forth in the preceding clauses
(i) and (ii) as is equal to the percentage of the aggregate consideration paid
in such transaction.

"PERCENTAGE SHARE" is defined in Section 2.5.

"PERMITTED INDEBTEDNESS" is:

(a) Borrower's indebtedness to the Banks under this Agreement or the
Loan Documents;

(b) Indebtedness existing on the Closing Date and shown on the
Schedule;

(d) Indebtedness to trade creditors and with respect to surety bonds
and similar obligations incurred in the ordinary course of business; and

(e) Indebtedness secured by Permitted Liens;

"PERMITTED INVESTMENTS" are:

(a) Investments shown on the Schedule and existing on the Closing
Date; and

(b) marketable direct obligations issued or unconditionally
guaranteed by the United States or its agency or any State maturing within 1
year from its acquisition, (ii) commercial paper maturing no more than 1 year
after its creation and having the highest rating from either Standard & Poor's
Corporation or Xxxxx'x Investors Service, Inc., and (iii) either Bank's
certificates of deposit issued maturing no more than 1 year after issue;

(d) Investments of Subsidiaries in or to other Subsidiaries or
Borrower and Investments by Borrower in Subsidiaries not to exceed $30,000,000,
of which no more than $10,000,000 shall be invested in XX Xxxxxxxx and Tower
Energy, taken together, and no more than $20,000,000 shall be invested in all
other Subsidiaries other than XX Xxxxxxxx and Tower Energy, or their respective
successors-in interest in the aggregate in any fiscal year;

"PERMITTED LIENS" are:

(a) Liens existing on the Closing Date and shown on the Schedule or
arising under this Agreement or other Loan Documents;

(b) Liens for taxes, fees, assessments or other government charges
or levies, either not delinquent or being contested in good faith and for which
Borrower maintains adequate reserves on its Books, if they have no priority over
any of either Bank's security interests, if any;

(c) Purchase money Liens (i) on Equipment acquired or held by
Borrower or its Subsidiaries incurred for financing the acquisition of the
Equipment, or (ii) existing on equipment when acquired, if the Lien is confined
to the property and improvements and the proceeds of the equipment;

(d) Leases or subleases and licenses or sublicenses granted in the
ordinary course of Borrower's business, if the leases, subleases, licenses and
sublicenses permit granting either Bank a security interest; and

(e) Liens incurred in the extension, renewal or refinancing of the
indebtedness secured by Liens described in (a) through (c), but any extension,
renewal or

replacement Lien must be limited to the property encumbered by the existing Lien
and the principal amount of the indebtedness may not increase.

"PERSON" is any individual, sole proprietorship, partnership, limited
liability company, joint venture, company, trust, unincorporated organization,
association, corporation, institution, public benefit corporation, firm, joint
stock company, estate, entity or government agency.

"PROFIT" is earnings before depreciation, amortization and any other
one-time non-cash charges.

"QUICK ASSETS" is, on any date, the Borrower's consolidated, unrestricted
cash, cash equivalents, net billed accounts receivable and investments with
maturities of less than 12 months determined according to GAAP.

"RESPONSIBLE OFFICER" is each of the Chief Executive Officer, the
President, the Chief Financial Officer and the Controller of Borrower.

"REVOLVING MATURITY DATE" is June 18, 2003.

"SCHEDULE" is any attached schedule of exceptions.

"STOCK ACQUISITION" is any acquisition by the Borrower of the assets or
capital stock of another entity, the consideration for which consists solely of
capital stock of the Borrower.

"SUBORDINATED DEBT" is debt incurred by Borrower subordinated to
Borrower's debt to Bank (and identified as subordinated by Borrower and Bank.

"SUBSIDIARY" is for any Person, joint venture, or any other business
entity of which more than 50% of the voting stock or other equity interests is
owned or controlled, directly or indirectly, by the Person or one or more
Affiliates of the Person.

"TANGIBLE NET WORTH" is, on any date, the consolidated total assets of
Borrower and its Subsidiaries minus, (i) any amounts attributable to (a)
goodwill, (b) intangible items such as unamortized debt discount and expense,
Patents, trade and service marks and names, Copyrights and research and
development expenses except prepaid expenses, and (c) reserves not already
deducted from assets, and (ii) Total Liabilities plus Subordinated Debt.

"TOTAL LIABILITIES" is on any day, obligations that should, under GAAP, be
classified as liabilities on Borrower's consolidated balance sheet, including
all Indebtedness, and current portion Subordinated Debt allowed to be paid, but
excluding all other Subordinated Debt.

[Signatures on following page]

BORROWER:

ADVANCED ENERGY INDUSTRIES, INC.

By:
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Title:
---------------------------

BANKS:

SILICON VALLEY BANK

By:
------------------------------
Title:
---------------------------
Maximum Committed Amount: $20,000,000 (66.67%)

UNITED OVERSEAS BANK LIMITED,
acting through its Tokyo Branch

By:
------------------------------
Name:
------------------------
Title:
------------------------

------------------------------

------------------------------
ABA No.
-----------------------
Attn:
-------------------------
Phone:
------------------------
Fax:
--------------------------
Maximum Committed Amount: $10,000,000 (33.3%), jointly and severally with
UOB-LA.

UNITED OVERSEAS BANK LIMITED,
acting through its Los Angeles Agency

By:
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Name:
------------------------
Title:
------------------------

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EXHIBIT A

LIBOR SUPPLEMENT TO AGREEMENT

This LIBOR Supplement to Agreement (the "Supplement") is a supplement to the
Loan Agreement (the "Loan Agreement") dated as of June 18 between Silicon Valley
Bank ("Payment Agent" and a Bank), United Overseas Bank Limited ("UOB"), a
Singapore banking corporation ("UOB" and together with SVB, the "Banks") acting
through its Los Angeles Agency located at 000 Xxxxxxxx Xxxxxxxxx, Xxxxxx Xxxxx,
Xxx Xxxxxxx, XX 00000-0000 ("UOB-LA"), and its Tokyo Branch located at Shin
Xxxxxxx Xxxx., 0-0-0, Xxxxxxxxxx, Xxxxxxx-xx, Xxxxx 000, Xxxxx ("UOB-Tokyo") and
Advanced Energy Industries, Inc., a Delaware corporation ("Borrower"), and forms
a part of and is incorporated into the Loan Agreement.

1. Definitions.

"Business Day" means a day of the year (a) that is not a Saturday, Sunday
or other day on which banks in the State of California or the City of London are
authorized or required to close and (b) on which dealings are carried on in the
interbank market in which SVB customarily participates.

"Interest Period" means for each LIBOR Rate Loan, a period of
approximately one, two or three months as the Borrower may elect, provided that
the last day of an Interest Period for a LIBOR Rate Loan shall be determined in
accordance with the practices of the LIBOR interbank market as from time to time
in effect, provided, further, in all cases such period shall expire not later
than the applicable Maturity Date.

"Interest Rate" shall mean as to: (a) Prime Rate Loans, a rate of 1% per
annum below the Prime Rate; (b) LIBOR Rate Loans, a rate of 1.75% per annum in
excess of the LIBOR Rate (based on the LIBOR Rate applicable for the Interest
Period selected by the Borrower); and (c) Optional Currency Rate Loans, a rate
of 1.25% in excess of the Optional Currency Rate.

"LIBOR Base Rate" means, for any Interest Period for a LIBOR Rate Loan,
the rate of interest per annum determined by Bank to be the per annum rate of
interest as which deposits in United States Dollars are offered to Bank in the
London interbank market in which Bank customarily participates at 11:00 a.m.
(local time in such interbank market) two (2) Business Days before the first day
of such Interest Period for a period approximately equal to such Interest Period
and in an amount approximately equal to the amount of such Loan.

"LIBOR Rate" shall mean, for any Interest Period for a LIBOR Rate Loan, a
rate per annum (rounded upwards, if necessary, to the nearest l/16 of 1%) equal
to (i) the LIBOR Base Rate for such Interest Period divided by (ii) 1 minus the
Reserve Requirement for such Interest Period.

"LIBOR Rate Loans" means any Loans made or a portion thereof on which
interest is payable based on the LIBOR Rate in accordance with the terms hereof.

"Optional Currency" means the lawful currency of Japan.

"Optional Currency Rate" means the variable rate of interest per annum,
most recently announced by UOB-Tokyo, as the Japanese Short Term Prime Rate.

"Optional Currency Rate Loans" means any Loans made or a portion thereof
on which interest is payable based on the Optional Currency Rate in accordance
with the terms hereof.

Exhibit A-1

"Prime Rate" means the variable rate of interest per annum, most recently
announced by Bank as its "prime rate," whether or not such announced rate is the
lowest rate available from Bank. The interest rate applicable to the Prime Rate
Loans shall change on each date there is a change in the Prime Rate.

"Prime Rate Loans" means any Loans made or a portion thereof on which
interest is payable based on the Prime Rate in accordance with the terms hereof.

"Regulatory Change" means, with respect to Bank, any change on or after
the date of this Loan Agreement in United States federal, state or foreign laws
or regulations, including Regulation D, or the adoption or making on or after
such date of any interpretations, directives or requests applying to a class of
lenders including Bank of or under any United States federal or state, or any
foreign, laws or regulations (whether or not having the force of law) by any
court or governmental or monetary authority charged with the interpretation or
administration thereof.

"Reserve Requirement" means, for any Interest Period, the average maximum
rate at which reserves (including any marginal, supplemental or emergency
reserves) are required to be maintained during such Interest Period under
Regulation D against "Eurocurrency liabilities" (as such term is used in
Regulation D) by member banks of the Federal Reserve System. Without limiting
the effect of the foregoing, the Reserve Requirement shall reflect any other
reserves required to be maintained by Bank by reason of any Regulatory Change
against (i) any category of liabilities which includes deposits by reference to
which the LIBOR Rate is to be determined as provided in the definition of "LIBOR
Base Rate" or (ii) any category of extensions of credit or other assets which
include Loans.

2. Requests for Loans: Confirmation of Initial Loans. Each LIBOR Rate
Loan shall be made upon the irrevocable written request of Borrower received by
the Payment Agent not later than 11:00 a.m. (Santa Clara, California time) on
the Business Day three (3) Business Days prior to the date such Loan is to be
made. Each such notice shall specify the date such Loan is to be made, which day
shall be a Business Day; the amount of such Loan, the interest Period for such
Loan, and comply with such other requirements as Bank determines are reasonable
or desirable in connection therewith.

Each written request for a LIBOR Rate Loan shall be in the form of a LIBOR
Rate Loan Borrowing Certificate as set forth on Exhibit A, which shall be duly
executed by the Borrower.

Each Prime Rate Loan shall be made upon the irrevocable written request of
Borrower received by the Payment Agent not later than 11:00 a.m. (Santa Clara,
California time) on the Business Day one (1) Business Day prior to the date such
Loan is to be made. Each such notice shall specify the date such Loan is to be
made, which day shall be a Business Day and the amount of such Loan, and comply
with such other requirements as Bank determines are reasonable or desirable in
connection therewith.

Each Optional Currency Rate Loan shall be made upon the irrevocable
written request of Borrower received by UOB-Tokyo in accordance with its
customary procedures. Each such notice shall specify the date such Loan is to be
made, which day shall be a Business Day and the amount of such Loan, and comply
with such other requirements as Bank determines are reasonable or desirable in
connection therewith.

3. Conversion/Continuation of LIBOR Rate Loans.

(a) Borrower may from time to time submit in writing a request that Prime
Rate Loans be converted to LIBOR Rate Loans or that any existing LIBOR Rate
Loans continue for an additional Interest Period. Such request shall specify the
amount of the Prime Rate Loans

Exhibit A-2

which will constitute LIBOR Rate Loans (subject to the limits set forth below)
and the Interest Period to be applicable to such LIBOR Rate Loans. Each written
request for a conversion to a LIBOR Rate Loan or a continuation of a LIBOR Rate
Loan shall be substantially in the form of a LIBOR Rate Conversion/Continuation
Certificate as set forth on Exhibit B, which shall be duly executed by the
Borrower. Subject to the terms and conditions contained herein, three (3)
Business Days after Bank's receipt of such a request from Borrower, such Prime
Rate Loans shall be converted to LIBOR Rate Loans or such LIBOR Rate Loans shall
continue, as the case may be provided that:

(i) no Event of Default or event which with notice or passage of time or
both would constitute an Event of Default exists;

(ii) no party hereto shall have sent any notice of termination of this
Supplement or of the Loan Agreement.

(iii) Borrower shall have complied with such customary procedures as
Payment Agent has established from time to time for Borrower's requests for
LIBOR Rate Loans;

(iv) the amount of a LIBOR Rate Loan shall be $500,000 or such greater
amount which is an integral multiple of $50,000; and

(v) SVB shall have determined that the Interest Period or LIBOR Rate is
available to SVB which can be readily determined as of the date of the request
for such LIBOR Rate Loan.

Any request by Borrower to convert Prime Rate Loans to LIBOR Rate Loans or
continue any existing LIBOR Rate Loans shall be irrevocable. Notwithstanding
anything to the contrary contained herein, SVB shall not be required to purchase
United States Dollar deposits in the London interbank market or other applicable
LIBOR Rate market to fund any LIBOR Rate Loans, but the provisions hereof shall
be deemed to apply as if Bank had purchased such deposits to fund the LIBOR Rate
Loans.

(b) Any LIBOR Rate Loans shall automatically convert to Prime Rate Loans
upon the last day of the applicable interest Period, unless SVB has received and
approved a complete and proper request to continue such LIBOR Rate Loan at least
three (3) Business Days prior to such last day in accordance with the terms
hereof. Any LIBOR Rate Loans shall, at SVB's option, convert to Prime Rate Loans
in the event that (i) an Event of Default, or event which with the notice or
passage of time or both would constitute an Event of Default, shall exist, (ii)
this Supplement or the Loan Agreement shall terminate, or (iii) the aggregate
principal amount of the Prime Rate Loans which have previously been converted to
LIBOR Rate Loans, or the aggregate principal amount of existing LIBOR Rate Loans
continued, as the case may be, at the beginning of an Interest Period shall at
any time during such Interest Period exceeds the lesser of (i) the Committed
Revolving Line or the (ii) the Borrowing Base, if applicable. Borrower agrees to
pay to SVB, upon demand by SVB (or SVB may, at its option, charge Borrower's
loan account) any amounts required to compensate SVB for any loss (including
loss of anticipated profits), cost or expense incurred by such person, as a
result of the conversion of LIBOR Rate Loans to Prime Rate Loans pursuant to any
of the foregoing.

(c) On all Prime Rate Loans and LIBOR Rate Loans, Interest shall be
payable by Borrower to Payment Agent monthly in arrears not later than the first
(1st) day of each calendar month at the applicable Interest Rate.

(d) On all Optional Currency Rate Loans, Interest shall be payable by
Borrower to UOB-Tokyo monthly in arrears not later than the first (1st) day of
each calendar month at the applicable Interest Rate.

Exhibit A-3

4. Additional Requirements/Provisions Regarding LIBOR Rate Loans; Etc.

(a) If for any reason (including voluntary or mandatory prepayment or
acceleration), the Payment Agent receives all or part of the principal amount of
a LIBOR Rate Loan prior to the last day of the Interest Period for such Loan,
Borrower shall immediately notify Borrower's account officer at the Payment
Agent and, on demand by the Payment Agent, pay the Payment Agent the amount (if
any) by which (i) the additional interest which would have been payable on the
amount so received had it not been received until the last day of such Interest
Period exceeds (ii) the interest which would have been recoverable by the Bank
by placing the amount so received on deposit in the certificate of deposit
markets or the offshore currency interbank markets or United States Treasury
investment products, as the case may be, for a period starting on the date on
which it was so received and ending on the last day of such Interest Period at
the interest rate determined by the Payment Agent in its reasonable discretion.
The Payment Agent's determination as to such amount shall be conclusive absent
manifest error.

(b) Borrower shall pay to the Payment Agent, upon demand by the Payment
Agent, from time to time such amounts as the Payment Agent may determine to be
necessary to compensate it for any costs incurred by the Payment Agent that the
Payment Agent determines are attributable to its making or maintaining of any
amount receivable by the Payment Agent hereunder in respect of any Loans
relating thereto (such increases in costs and reductions in amounts receivable
being herein called "Additional Costs"), in each case resulting from any
Regulatory Change which:

(i) changes the basis of taxation of any amounts payable to the Payment
Agent under this Supplement in respect of any Loans (other than changes which
affect taxes measured by or imposed on the overall net income of the Payment
Agent by the jurisdiction in which such the Payment Agent has its principal
office); or

(ii) imposes or modifies any reserve, special deposit or similar
requirements relating to any extensions of credit or other assets of, or any
deposits with or other liabilities of the Bank (including any Loans or any
deposits referred to in the definition of "LIBOR Base Rate"); or

(iii) imposes any other condition affecting this Supplement (or any of
such extensions of credit or liabilities).

The Payment Agent will notify Borrower of any event occurring after the date of
the Loan Agreement which will entitle the Payment Agent to compensation pursuant
to this section as promptly as practicable after it obtains knowledge thereof
and determines to request such compensation. Bank will furnish Borrower with a
statement setting forth the basis and amount of each request by Payment Agent
for compensation under this Section 4. Determinations and allocations by Payment
Agent for purposes of this Section 4 of the effect of any Regulatory Change on
its costs of maintaining its obligations to make Loans or of making or
maintaining Loans or on amounts receivable by it in respect of Loans, and of the
additional amounts required to compensate the Payment Agent in respect of any
Additional Costs, shall be conclusive absent manifest error.

(c) Borrower shall pay to Payment Agent, upon the request of Payment
Agent, such amount or amounts as shall be sufficient (in the sole good faith
opinion of such Payment Agent) to compensate it for any loss, costs or expense
incurred by it as a result of any failure by Borrower to borrow a Loan on the
date for such borrowing specified in the relevant notice of borrowing hereunder.

(d) If Payment Agent shall determine that the adoption or implementation
of any applicable law, rule, regulation or treaty regarding capital adequacy, or
any change therein, or

Exhibit A-4

any change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by Payment Agent (or its applicable
lending office) with any respect or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on capital of Payment Agent or any person or entity controlling Payment Agent (a
"Parent") as a consequence of its obligations hereunder to a level below that
which Payment Agent (or its Parent) could have achieved but for such adoption,
change or compliance (taking into consideration its policies with respect to
capital adequacy) by an amount deemed by Payment Agent to be material, then from
time to time, within 15 days after demand by Payment Agent, Borrower shall pay
to Payment Agent such additional amount or amounts as will compensate Payment
Agent for such reduction. A statement of Payment Agent claiming compensation
under this Section and setting forth the additional amount or amounts to be paid
to it hereunder shall be conclusive absent manifest error.

(e) If at any time Payment Agent, in its sole and absolute discretion,
determines that: (i) the amount of the LIBOR Rate Loans for periods equal to the
corresponding Interest Periods are not available to Payment Agent in the
offshore currency interbank markets, or (ii) the LIBOR Rate does not accurately
reflect the cost to Bank Payment Agent of lending the LIBOR Rate Loan, then
Payment Agent shall promptly give notice thereof to Borrower, and upon the
giving of such notice Payment Agent's obligation to make the LIBOR Rate Loans
shall terminate, unless Payment Agent and the Borrower agree in writing to a
different interest rate Loans shall terminate, unless Payment Agent and the
Borrower agree in writing to a different interest rate applicable to LIBOR Rate
Loans. If it shall become unlawful for Payment Agent to continue to fund or
maintain any Loans, or to perform its obligations hereunder, upon demand by Bank
Payment Agent, Borrower shall prepay the Loans in full with accrued interest
thereon and all other amounts payable by Borrower hereunder (including, without
limitation, any amount payable in connection with such prepayment pursuant to
Section 4(a)).

Exhibit A-5

EXHIBIT A to LIBOR SUPPLEMENT TO AGREEMENT

LIBOR RATE LOAN BORROWING CERTIFICATE

The undersigned hereby certifies as follows:

I, _________________________, am the duly elected and acting
_________________ of Advanced Energy Industries, Inc. ("Borrower").

This certificate is delivered pursuant to Section 2 of that certain LIBOR
Supplement to Agreement together with the Loan Agreement by and between Borrower
and Silicon Valley Bank and United Overseas Bank Limited (the "Loan Agreement").
The terms used in this Borrowing Certificate which are defined in the Loan
Agreement have the same meaning herein as ascribed to them therein.

Borrower hereby requests on ______________, 20___ a LIBOR Rate Loan (the
"Loan") as follows:

(a) The date on which the Loan is to be made is ___________, 20___.

(b) The amount of the Loan is to be __________________ ($______), for an
Interest Period of ____ month(s).

All representations and warranties of Borrower stated in the Loan
Agreement are true, correct and complete in all material respects as of the date
of this request for a loan; provided, however, that those representations and
warranties expressly referring to another date shall be true, correct and
complete in all material respects as of such date.

IN WITNESS WHEREOF, this Borrowing Base Certificate is executed by the
undersigned as of this ____________ day of ____________, 20___.

---------------------------------
By:
------------------------------
Title:
---------------------------

For Internal Bank Use Only
-------------------------------------------------------------------------------------------------
LIBOR Pricing Date LIBOR Rate LIBOR Rate Variance Maturity Date
-------------------------------------------------------------------------------------------------

%
-------------------------------------------------------------------------------------------------

Exhibit A-6

EXHIBIT B TO LIBOR SUPPLEMENT TO AGREEMENT

The undersigned hereby certifies as follows:

I, _________________________, am the duly elected and acting
_________________ of Advanced Energy Industries, Inc. ("Borrower").

Borrower hereby requests on ______________, 20___ a LIBOR Rate Loan (the
"Loan") as follows:

(a) ______ (i) A rate conversion of an existing Prime Rate Loan from a
Prime Rate Loan to a LIBOR Rate Loan; or

______ (ii) A continuation of an existing LIBOR Rate Loan as a LIBOR
Rate Loan;

[CHECK (I) OR (II) ABOVE]

(b) The date on which the Loan is to be made is _____________, 20___.

IN WITNESS WHEREOF, this LIBOR Rate Conversion/Continuation Certificate is
executed by the undersigned as of this ____________ day of ____________, 20___.

---------------------------------
By:
------------------------------
Title:
---------------------------

%
-------------------------------------------------------------------------------------------------

Exhibit A-7

EXHIBIT B

LOAN PAYMENT/ADVANCE TELEPHONE REQUEST FORM

DEADLINE FOR SAME DAY PROCESSING IS 3:00 P.M., P.S.T.

TO: CENTRAL CLIENT SERVICE DIVISION DATE:__________________________

FAX#: (000) 000-0000 TIME:__________________________

--------------------------------------------------------------------------------

FROM:___________________________________________________________________________
CLIENT NAME (BORROWER)

REQUESTED BY:___________________________________________________________________
AUTHORIZED SIGNER'S NAME

AUTHORIZED SIGNATURE:___________________________________________________________

PHONE NUMBER:___________________________________________________________________

FROM ACCOUNT #__________________________ TO ACCOUNT #___________________________

REQUESTED TRANSACTION TYPE REQUEST DOLLAR AMOUNT

PRINCIPAL INCREASE (ADVANCE) $______________________________________
PRINCIPAL PAYMENT (ONLY) $______________________________________
INTEREST PAYMENT (ONLY) $______________________________________
PRINCIPAL AND INTEREST (PAYMENT) $______________________________________

OTHER INSTRUCTIONS:_____________________________________________________________

--------------------------------------------------------------------------------

All Borrower's representations and warranties in the Loan Agreement are true,
correct and complete in all material respects on the date of the telephone
request for and Advance confirmed by this Borrowing Certificate; but those
representations and warranties expressly referring to another date shall be
true, correct and complete in all material respects as of that date.

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
BANK USE ONLY

TELEPHONE REQUEST:

The following person is authorized to request the loan payment transfer/loan
advance on the advance designated account and is known to me.

___________________________________ ___________________________________
Authorized Requester Phone #

___________________________________ ___________________________________
Received By (Bank) Phone #

___________________________________
Authorized Signature (Bank)
--------------------------------------------------------------------------------

Exhibit B-1

EXHIBIT C

BORROWING BASE CERTIFICATE

==========================================================================================================================
Borrower: Advanced Energy Industries, Inc. Payment Agent: Silicon Valley Bank

Commitment Amount:$30,000,000
==========================================================================================================================

ACCOUNTS RECEIVABLE
1. Accounts Receivable Book Value as of ___________ $_____________
2. Additions (please explain on reverse) $_____________
3. TOTAL ACCOUNTS RECEIVABLE $_____________

ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
4. Amounts over 90 days due $_____________
5. Balance of 50% over 90 day accounts $_____________
6. Credit balances over 90 days $_____________
7. Concentration Limits $_____________
8. Foreign Accounts $_____________
9. Governmental Accounts $_____________
10. Contra Accounts $_____________
11. Promotion or Demo Accounts $_____________
12. Intercompany/Employee Accounts $_____________
13. Disputed/Insolvent Accounts $_____________
14. Doubtful Accounts $_____________
15. Other (please explain on reverse) $_____________
16. TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS $_____________
17. Eligible Accounts (#3 minus #16) $_____________
18. LOAN VALUE OF ACCOUNTS (80% of #17) $_____________

INVENTORY
19. Inventory Value as of ___________ $_____________
20. LOAN VALUE OF INVENTORY (lesser of (i) $5,000,000 or (ii) 20% of #19) $_____________

BALANCES
21. Maximum Loan Amount $_____________
22. Total Funds Available [Lesser of #21 or (#18 plus #20)] $_____________
23. Present balance owing on Line of Credit $_____________
24. Outstanding Letters of Credit $_____________
25. Outstanding Cash Management Services Fees $_____________
26. Outstanding Cash Management Services Fees $_____________
27. Outstanding under Optional Currency Rate Sublimit $_____________
28. Outstanding under FX Sublimit $_____________
29. TOTAL OUTSTANDING BORROWINGS (total of #23 through #28) $_____________
23. RESERVE POSITION (#22 minus #29) $_____________

Exhibit C-1

The undersigned represents and warrants that this is true, complete and correct,
and that the information in this Borrowing Base Certificate complies with the
representations and warranties in the Loan Agreement between the undersigned and
Silicon Valley Bank and United Overseas Bank Limited.

COMMENTS:

By:_________________________
Authorized Signer

Exhibit C-2

EXHIBIT D

COMPLIANCE CERTIFICATE

TO: SILICON VALLEY BANK

FROM: ADVANCED ENERGY INDUSTRIES, INC.

The undersigned authorized officer of Advanced Energy Industries, Inc.
certifies that under the terms and conditions of the Loan Agreement between
Borrower and the Banks (the "Agreement"), (i) Borrower is in complete compliance
for the period ending _______________ with all required covenants except as
noted below and (ii) all representations and warranties in the Agreement are
true and correct in all material respects on this date. Attached are the
required documents supporting the certification. The Officer certifies that
these are prepared in accordance with Generally Accepted Accounting Principles
(GAAP) consistently applied from one period to the next except as explained in
an accompanying letter or footnotes. The Officer acknowledges that no borrowings
may be requested at any time or date of determination that Borrower is not in
compliance with any of the terms of the Agreement, and that compliance is
determined not just at the date this certificate is delivered.

PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES"
COLUMN.

REPORTING COVENANT REQUIRED COMPLIES

Annual (CPA Audited) FYE within 90 days Yes No
10-Q, 10-K and 8-K Within 5 days after filing with SEC Yes No
A/R & A/P Agings Monthly within 30 days Yes No
A/R Audit Initial and Semi-Annual* Yes No

FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES

Maintain on a Quarterly Basis:
Minimum Quick Ratio 2:00:1.0 _____:1.0 Yes No
Minimum Tangible Net Worth $120,000,000 plus $________ Yes No
50% of quarterly profit
Maximum Debt/Tangible Net Worth 0.65:1.0 _____:1.0 Yes No
Profitability: $1.00 with quarterly $________ Yes No
allowance for Losses
of $0.20/share for Q2
of 2001 ($6,510,000) and
Q3 of 2001 ($6,540,000).

*A/R Audit only required with respect to any reporting period during which the
aggregate Advances exceed $10,000,000.

COMMENTS REGARDING EXCEPTIONS: See Attached.

Sincerely, __________________________________
BANK USE ONLY
__________________________________
SIGNATURE Received by:______________________
AUTHORIZED SIGNER
__________________________________
TITLE Date:_____________________________

__________________________________ Verified:_________________________
DATE AUTHORIZED SIGNER

Date:_____________________________

Compliance Status: Yes No
__________________________________

Exhibit D-1

OFFICER'S CERTIFICATE
FOR HOLLAND & XXXX LLP LETTER
DATED JUNE 18, 2001
(ADVANCED ENERGY INDUSTRIES, INC.)

The undersigned is the duly elected or appointed Secretary of Advanced
Energy Industries, Inc., a Delaware corporation ("Company"). The undersigned
hereby certifies, individually and on behalf of the Company, to Holland & Xxxx
LLP the following matters:

1. Certificate. This Certificate is given in connection with the
Loan Agreement by and between the Company and Silicon Valley Bank and United
Overseas Bank, dated June 18, 2001 (the "Loan Agreement").

2. Office. I am the duly elected or appointed, qualified, and
presently acting Secretary of the Company and, as such, have access to the
records of the Company and am familiar with the matters herein contained and
certified.

3. Certificate of Incorporation. A true, correct and complete copy
of the Company's Restated Certificate of Incorporation, as amended to date, is
attached hereto as Exhibit A, (collectively, the "Certificate of
Incorporation"). Since May 19, 1999, no amendment to the Restated Certificate of
Incorporation of the Company (i) has been filed in the office of the Secretary
of State of the State of Delaware or (ii) authorized by the stockholders or by
the Board of Directors of the Company.

4. Bylaws. A true, correct and complete copy of the Company's bylaws
as in effect on the date hereof is attached hereto as Exhibit B, and consist of
Bylaws which were adopted by the Board of Directors of the Corporation as of
_______________________. Since ______________________, no amendment to the
bylaws has been adopted by the Board of Directors of the Company or the holders
of the Common Stock of the Company.

The undersigned has executed this Certificate as of the 18th day of June
18, 2001, and acknowledges that Holland & Xxxx LLP may rely on the accuracy and
completeness of this Certificate until notice to the contrary is furnished to
Holland & Xxxx LLP by the undersigned.

By:_________________________________
Name:
Title:

EXHIBIT A

CERTIFICATE OF INCORPORATION

[see attached]

EXHIBIT B

BYLAWS

[see attached]

EXHIBIT C

RESOLUTIONS

[see attached]

CORPORATE BORROWING RESOLUTION

BORROWER: ADVANCED ENERGY INDUSTRIES, INC. SILICON VALLEY BANK
0000 XXXXXX XXXXX
XXXXX XXXXX, XX 00000

I, the Secretary or Assistant Secretary of Advanced Energy Industries, Inc.
("BORROWER"), certify that Borrower is a corporation existing under the laws of
the State of Delaware.

I certify that at a meeting of Borrower's Directors (or by other authorized
corporate action) duly held the following resolutions were adopted.

It is resolved that any one of the following officers of Borrower, whose name,
title and signature is below:

NAME TITLE SIGNATURE
---- ----- ---------

_______________________ _______________________ _______________________
_______________________ _______________________ _______________________
_______________________ _______________________ _______________________

may act for Borrower and:

BORROW MONEY. Borrow money from Silicon Valley Bank and United Overseas
Bank (each, a "Bank" and collectively, the "Banks").

EXECUTE LOAN DOCUMENTS. Execute any loan documents the Banks require.

NEGOTIATE ITEMS. Negotiate or discount all drafts, trade acceptances,
promissory notes, or other indebtedness in which Borrower has an interest
and receive cash or otherwise use the proceeds.

LETTERS OF CREDIT. Apply for letters of credit from the Banks.

FOREIGN EXCHANGE CONTRACTS. Execute spot or forward foreign exchange
contracts.

FURTHER ACTS. Designate other individuals to request advances, pay fees
and costs and execute other documents or agreements (including documents
or agreement that waive Borrower's right to a jury trial) they think
necessary to effectuate these Resolutions.

Further resolved that all acts authorized by these Resolutions and performed
before they were adopted are ratified. These Resolutions remain in effect and
each Bank may rely on them until such Bank receives written notice of their
revocation.

I certify that the persons listed above are Borrower's officers with the titles
and signatures shown following their names and that these resolutions have not
been modified are currently effective.

X
___________________________________________ _______________________________
*Secretary or Assistant Secretary Date

X
___________________________________________ _______________________________
Date

If the certifying officer is designated as a signer in these resolutions then
another corporate officer must also sign.

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Table of Contents

EXHIBIT 10.3

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