**EXHIBIT 10.1**
**ACCOUNTS RECEIVABLE PURCHASE MODIFICATION AGREEMENT**
     This Accounts Receivable Purchase Modification Agreement is entered intoas of March 17, 2004, by and between Superconductor Technologies Inc. (the“Seller”) and Silicon Valley Bank (“Buyer”).
1. DESCRIPTION OF EXISTING INDEBTEDNESS: Among other indebtedness which may beowing by Seller to Buyer, Seller is indebted to Buyer pursuant to, among otherdocuments, an Accounts Receivable Purchase Agreement, dated March 28, 2003 byand between Seller and Buyer, as may be amended from time to time (the“Accounts Receivable Purchase Agreement”). Capitalized terms used withoutdefinition herein shall have the meanings assigned to them in the AccountsReceivable Purchase Agreement.
Hereinafter, all indebtedness owing by Seller to Buyer shall be referred to asthe “Indebtedness”.
2. DESCRIPTION OF COLLATERAL. The Collateral as described in the AccountsReceivable Purchase Agreement and the Intellectual Property Security Agreement,dated March 28, 2003 (“IP Agreement”), secures repayment of the Indebtedness.
Hereinafter, the above-described security documents and guaranties, togetherwith all other documents securing repayment of the Indebtedness shall bereferred to as the “Security Documents”. Hereinafter, the Security Documents,together with all other documents evidencing or securing the Indebtedness shallbe referred to as the “Existing Documents”.
3. DESCRIPTION OF CHANGE IN TERMS.
 A. Modification(s) to Accounts Receivable Purchase Agreement:
 1. The first sentence in Section 17 entitled “Termand Termination” is hereby amended to read as follows:    The term of this Agreement shall be through March 16, 2005unless terminated in writing by Buyer or Seller.
 B. Modification(s) to IP Agreement:
 1. Item “(g)” under Section 3 entitled “Covenantsand Warranties” is hereby amended to read as follows:    Grantor shall not register any Copyrights or Mask Works withthe United States Copyright Office unless it: (i) has givenat least fifteen (15) days’ prior notice to Bank of itsintent to register such Copyrights or Mask Works and hasprovided Bank with a copy of the application it intends tofile with the United States Copyright Office (excludingexhibits thereto); (ii) executes a security agreement or suchother documents as Bank may reasonably request in order tomaintain the perfection and priority of Bank’s securityinterest in the Copyrights proposed to be registered with theUnited States Copyright Office; and (iii) records suchsecurity documents with the United States Copyright Officecontemporaneously with filing the Copyright application(s)with the United States Copyright Office. Grantor shallpromptly provide to Bank a copy of the Copyrightapplication(s) filed with the United States Copyright Office,together with evidence of the recording of the securitydocuments necessary for Bank to maintain the perfection andpriority of its security interest in such Copyrights or MaskWorks. Grantor shall provide written notice to Bank of anyapplication filed by Grantor in the United States PatentTrademark Office for a patent or to register a trademark orservice mark within 30 days of any such filing;
 

 

4. CONSISTENT CHANGES. The Existing Documents are each hereby amended wherevernecessary to reflect the changes described above.
5. NO DEFENSES OF SELLER. Seller agrees that, as of this date, it has nodefenses against the obligations to pay any amounts under the Indebtedness.
6. CONTINUING VALIDITY. Seller understands and agrees that in modifying theexisting Indebtedness, Buyer is relying upon Seller’s representations,warranties, and agreements, as set forth in the Existing Documents. Except asexpressly modified pursuant to this Accounts Receivable Purchase ModificationAgreement, the terms of the Existing Documents remain unchanged and in fullforce and effect. Buyer’s agreement to modifications to the existingIndebtedness pursuant to this Accounts Receivable Purchase ModificationAgreement in no way shall obligate Buyer to make any future modifications tothe Indebtedness. Nothing in this Accounts Receivable Purchase ModificationAgreement shall constitute a satisfaction of the Indebtedness. It is theintention of Buyer and Seller to retain as liable parties all makers andendorsers of Existing Documents, unless the party is expressly released byBuyer in writing. No maker, endorser, or guarantor will be released by virtueof this Accounts Receivable Purchase Modification Agreement. The terms of thisparagraph apply not only to this Accounts Receivable Purchase ModificationAgreement, but also to any subsequent Accounts Receivable Purchase modificationagreements.
7. COUNTERSIGNATURE. This Accounts Receivable Purchase Modification Agreementshall become effective only when executed by Seller and Buyer.   **SELLER:** **BUYER:**   SUPERCONDUCTOR TECHNOLOGIES, INC. SILICON VALLEY BANK   By:  By: Name:  Name: Title:  Title: