LOAN AND SECURITY MODIFICATION AGREEMENT

Exhibit 10.3

LOAN AND SECURITY MODIFICATION AGREEMENT

This Loan and Security Modification Agreement is entered into as of May 5, 2009, by and between CHIPX, INCORPORATED (the “Borrower”) and Bridge Bank, National Association (“Bank”).

1. DESCRIPTION OF EXISTING INDEBTEDNESS: Among other indebtedness which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to, among other documents, a Loan and Security Agreement, dated December 9, 2008 by and between Borrower to Bank, as may be amended from time to time (the “Loan and Security Agreement”). Capitalized terms used without definition herein shall have the meanings assigned to them in the Loan and Security Agreement.

Hereinafter, all indebtedness owing by Borrower to Bank shall be referred to as the “Indebtedness” and the Loan and Security Agreement and any and all other documents executed by Borrower in favor of Bank shall be referred to as the “Existing Documents.”

2. DESCRIPTION OF CHANGE IN TERMS.

A. Modification(s) to Loan and Security Agreement:

1). The following defined term in Section 1.1 entitled “Definitions” is hereby amended as follows:

“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.

2). Section 6.8 entitled “Maximum Loss/Profitability” is hereby amended as follows:

6.8 Maximum Loss/Profitability. Borrower may suffer a quarterly loss of no more than ($100,000) for the fourth quarter of FY 2008; no more than ($650,000) for the first quarter of FY 2009; no more than ($700,000) for the second quarter of FY 2009; and no more than ($150,000) for the third quarter of FY 2009; thereafter Borrower shall maintain a profit of at least $1.00 for each fiscal quarter.

3). Section 6.9 entitled “Asset Coverage Ratio” is hereby amended as follows:

6.9 Asset Coverage Ratio. Borrower shall maintain at all times a ratio of Cash at Bank plus Eligible Accounts aged less than 90 days from the invoice date, to Indebtedness to Bank of at least 1.45 to 1.00, to be measured at the end of each month.

3. ACCEPTANCE OF REVISED 2009 OPERATING BUDGET. Bank hereby acknowledges acceptance of Borrower’s revised 2009 Board-approved operating budget, in a form and substance acceptable to Bank.

4. CONSISTENT CHANGES. The Existing Documents are each hereby amended wherever necessary to reflect the changes described above.

5. PAYMENT OF AMENDMENT FEE. Borrower shall pay Bank a fee in the amount of $5,000 (“Amendment Fee”) plus all out-of-pocket expenses.

6. NO DEFENSES OF BORROWER/GENERAL RELEASE. Borrower agrees that, as of this date, it has no defenses against the obligations to pay any amounts under the Indebtedness. Each of Borrower and Guarantor (each, a “Releasing Party”) acknowledges that Bank would not enter into this Loan and Security Modification Agreement without Releasing Party’s assurance that it has no claims against Bank or any of

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Bank’s officers, directors, employees or agents. Except for the obligations arising hereafter under this Loan and Security Modification Agreement, each Releasing Party releases Bank, and each of Bank’s and entity’s officers, directors and employees from any known or unknown claims that Releasing Party now has against Bank of any nature, including any claims that Releasing Party, its successors, counsel, and advisors may in the future discover they would have now had if they had known facts not now known to them, whether founded in contract, in tort or pursuant to any other theory of liability, including but not limited to any claims arising out of or related to the Agreement or the transactions contemplated thereby. Releasing Party waives the provisions of California Civil Code section 1542, which states:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

The provisions, waivers and releases set forth in this section are binding upon each Releasing Party and its shareholders, agents, employees, assigns and successors in interest. The provisions, waivers and releases of this section shall inure to the benefit of Bank and its agents, employees, officers, directors, assigns and successors in interest. The provisions of this section shall survive payment in full of the Obligations, full performance of all the terms of this Loan and Security Modification Agreement and the Agreement, and/or Bank’s actions to exercise any remedy available under the Agreement or otherwise.

7. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the existing Indebtedness, Bank is relying upon Borrower’s representations, warranties, and agreements, as set forth in the Existing Documents. Except as expressly modified pursuant to this Loan and Security Modification Agreement, the terms of the Existing Documents remain unchanged and in full force and effect. Bank’s agreement to modifications to the existing Indebtedness pursuant to this Loan and Security Modification Agreement in no way shall obligate Bank to make any future modifications to the Indebtedness. Nothing in this Loan and Security Modification Agreement shall constitute a satisfaction of the Indebtedness. It is the intention of Bank and Borrower to retain as liable parties all makers and endorsers of Existing Documents, unless the party is expressly released by Bank in writing. No maker, endorser, or guarantor will be released by virtue of this Loan and Security Modification Agreement. The terms of this paragraph apply not only to this Loan and Security Modification Agreement, but also to any subsequent Loan and Security modification agreements.

8. CONDITIONS. The effectiveness of this Loan and Security Modification Agreement is conditioned upon payment of the Amendment Fee.

9. COUNTERSIGNTURE. This Loan and Security Modification Agreement shall become effective only when executed by Bank, Borrower, and Guarantor.

BORROWER:						BANK:
CHIPX, INCORPORATED						BRIDGE BANK, NATIONAL ASSOCIATION
By:		/s/ XX Xxxxxxxxx				By:		/s/ Xxxxxxxxxxx Xxxx
Name:		XX Xxxxxxxxx				Name:		Xxxxxxxxxxx Xxxx
Title:		CFO				Title:		VP

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Guarantor consents to the modifications to the Indebtedness pursuant to this Loan and Security Modification Agreement, hereby ratifies the provisions of the Guaranty and confirms that all provisions of that document are in full force and effect.

CHIPX (Israel) LTD
By:		/s/ X.X. Xxxxxxxxx		Date:		5/12/09
Name:		X.X. Xxxxxxxxx
Title:		Board Member
CHIPX, UK LIMITED
By:		/s/ X.X. Xxxxxxxxx		Date:		5/12/09
Name:		X.X. Xxxxxxxxx
Title:		Board Member

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