positive net income earned in each fiscal quarter ending on or after June 30, 2010.For the purposes of this covenant, for the fiscal quarter ending March 31, 2010, ifthere is a decrease in the Accumulated Foreign Exchange Currency TranslationAdjustments in the Borrower’s Accumulated Other Comprehensive Income (as such termsare used in the Borrower’s 10K or 10Q, as applicable), the amount of such decreasein Accumulated Foreign Exchange Currency Translation Adjustments shall be added tothe Borrower’s stated net worth in the calculation of Effective Tangible Net Worth.     3. *Representations and Warranties*. The Borrower hereby represents and warrants to the Bank asfollows:     (a) No Event of Default or event that, with the giving of notice or the passage oftime, or both, would be an Event of Default has occurred and is continuing (or would resultfrom the amendment of the Existing Credit Agreement contemplated hereby).     (b) The execution, delivery and performance by the Borrower of this Amendment has beenduly authorized by all necessary corporate and other action and do not and will not requireany registration with, consent or approval of, or notice to or action by, any Person inorder to be effective and enforceable.     (c) On and as of the date of this Amendment, all representations and warranties of theBorrower contained in the Existing Credit Agreement and in each other Loan Document are trueand correct in all material respects (except to the extent such representations andwarranties expressly refer to an earlier date, in which case they are true and correct as ofsuch earlier date).     4. *Conditions of Effectiveness*.     (a) The Amendment shall become effective as of the date first set forth above (the “*AmendmentEffective Date*”) upon the satisfaction of all of the following conditions:     (i) The Borrower shall have delivered to the Bank an original of this Amendment dulyexecuted by the Borrower;     (ii) each of the representations and warranties of the Borrower in Section 3 of thisAmendment shall be true, correct and accurate as of the date of this Amendment; and     (iii) unless waived by the Bank in the Bank’s sole discretion, the Bank shall havereceived in immediately available funds all fees, costs and expenses (including, withoutlimitation, the reasonable fees, costs and expenses of counsel to the Bank) incurred by theBank connection with the transactions contemplated by the Loan Documents and reimbursable tothe Bank or directly payable by the Borrower pursuant to the terms of the Existing CreditAgreement.     (b) Except as expressly amended pursuant hereto, the Existing Credit Agreement and each of theother Loan Documents shall remain unchanged and in full force and effect and are hereby ratifiedand confirmed in all respects, and the Collateral described in the Loan Documents shall continue tosecure the Obligations.
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     5. *General Provisions*.     (a) This Amendment shall be binding upon and inure to the benefit of the parties to the CreditAgreement and their respective successors and assigns.     (b) This Amendment may be executed in any number of counterparts, each of which shall bedeemed an original, but all such counterparts together shall constitute but one and the sameinstrument. Each of the parties hereto understands and agrees that this document (and any otherdocument required herein) may be delivered by the other party thereto either in the form of anexecuted original or an executed original sent by facsimile or electronic transmission to befollowed promptly by mailing of a hard copy original, and that receipt by the Bank of anelectronically or telecopier facsimile document purportedly bearing the signature of the Borrowerand shall bind the Borrower with the same force and effect as the delivery of a hard copy original.     (c) This Amendment contains the entire and exclusive agreement of the parties to the CreditAgreement with reference to the matters discussed herein. This Amendment supersedes all priordrafts and communications with respect hereto. This Amendment may not be amended except inaccordance with the provisions of the Credit Agreement.     (d) Section 8 of the Existing Credit Agreement is incorporated herein by this reference andmade applicable as if set forth herein in full.[Signature page follows.]
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     In Witness Whereof, the parties hereto have as of the date first written above dulyexecuted this First Amendment to Credit Agreement.         Bank:           Bank of the West           By: