EXHIBIT 10.4**SEVENTH AMENDMENT TO

LOAN AND SECURITY AGREEMENT

THIS SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT(this "Seventh Amendment") is dated as of October 6, 2000 and is entered intobetween **Scientific Technologies Incorporated Which Will Do Business inCalifornia as Oregon Scientific Technologies**, an Oregon corporation (the"Borrower"), and **Bank of the West**, a California banking corporation (the"Bank").

	**RECITALS:
A.	 Borrower and Bank have entered into thatcertain Loan and Security Agreement dated November 29, 1994, that certain FirstAmendment to Loan and Security Agreement dated as of May 31, 1995, that certainSecond Amendment to Loan and Security Agreement dated as of May 31, 1996, thatcertain Third Amendment to Loan and Security Agreement dated as of May 31, 1997,that certain Fourth Amendment to Loan and Security Agreement dated as of June 9,1998 and that certain Fifth Amendment to Loan and Security Agreement dated as ofJune 30, 1999, and that certain sixth amendment dated as of June 30, 2000(collectively, the "Loan Agreement") and that certain Equipment Purchase LineNote dated December 6, 1994 (the "Equipment Purchase Line Note");

B.	 Borrower and Bank intend to further amend the LoanAgreement and/or the Equipment Purchase Line Note as provided by this SeventhAmendment.
**AMENDMENT:

NOW, THEREFORE, Borrower and Bank hereby agree as follows:
**1.	Definitions. This Seventh Amendment shallmodify and, to the extent inconsistent with, amend the Loan Agreement. Anycapitalized term not specifically defined herein shall have the meaning assignedto it in the loan Agreement.
**2.	F/X Facility. Section 14 of the LoanAgreement relating to the provision of a foreign exchange facility is herebydeleted in its entirety and shall be of no further force or effect. Any balancesoutstanding under the F/X Facility formerly provided by Section 14 of the LoanAgreement shall be treated as balances and advances under the F/X Subfacilitydescribed in Section 3 of this Seventh Amendment.
**3.	F/X Subfacility. Add a new Section 15 tothe Loan Agreement, which Section 15 shall read in its entirety asfollows:
**15.1 	Revolving FX Subfacility. At therequest of Borrower, made during Bank's normal business hours from time to timeduring the term of this Agreement, and so long as no Event of Default hasoccurred, Bank will create foreign exchange contracts for Borrower's account(the FX Subfacility"), provided, however, that in no event shall Bank beobligated to enter into any Foreign Exchange Contracts whenever either (I) thetotal of Borrower's Obligations in respect of all FX Advances (as hereinafterdefined) under all Foreign Exchange Contracts outstanding under this Section15.1, when added to the outstanding balance of all loans and advances underArticle 2 of this Agreement, exceeds at any time the sum of Five Million Dollars($5,000,000), or (ii) the total of Borrower's Obligations in respect of all FXAdvances under all Foreign Exchange Contracts outstanding under the Subfacilityunder this Section 15 any time exceed One Million and no/100 Dollars($1,000,000), (the "Maximum Exposure"), or (iii) the total amount of all ForeignExchange Contracts outstanding under the Subfacility under this Section 15 anytime exceed Ten Million and no/100 Dollars ($10,000,000)m (the "Maximum ContractCommitment").
**15.2	Terms and Conditions. Except to the extent described by any separate agreementbetween Borrower and Bank (a "Foreign Exchange Contract"), the terms andconditions governing any Foreign Exchange Contract entered into under this FXSubfacility shall be governed by this Agreement and the Bank's standard terms ofsuch issuance fees, negotiation fees, and other fees at the times and in theamounts that Bank may from time to time impose in connection with the provisionof foreign exchange services. Borrower agrees to execute and deliver to Banksuch documents, as Bank deems necessary in connection with the FX subfacility.Subject to the limitations prescribed by this Agreement, any Foreign ExchangeContract shall obligate the Bank to exchange domestic currency for foreigncurrency (or vice versa) and shall obligate Borrower to purchase such exchangedcurrency at a price, in the currency and on a date agreed upon by Borrower andBank. Bank shall have the right, but not the obligation, to charge any amountowing by Borrower to Bank under any Foreign Exchange Contract against anyaccounts maintained by Borrower with Bank.

Bank is hereby authorized to enter into any Foreign ExchangeContract provided for in this Agreement based upon telephonic or otherinstructions received from anyone purporting to be an authorized representativeof Borrower or, at the discretion of Bank, if said contracts are necessary tosatisfy any Obligation of Borrower to Bank. Bank shall have no duty to makeinquiry or verify the authority of any such party and Borrower shall hold Bankharmless from any damages, claims, or liability by reason of Bank's honor of, orfailure to honor, any such instructions.

The date upon which Borrower and Bank shall exchange theircurrency shall be referred to as the "Settlement Date." The date upon whichBorrower agrees on (I) the price to be paid, (ii) the currency to be exchangedby the respective parties, and (iii) the date which shall constitute theSettlement Date shall be referred to as the "Contract Date." In no event shallthe Settlement Date under any foreign exchange contract exceed eighteen (18months) from the Contract Date. Following the Contract Date, Bank shall have theright, but not the obligation, to forward a confirmation statement to Borrowerconfirming the terms of such Foreign Exchange Contract. If Borrower fails toobject to the information contained in the confirmation within the shorter of(I) the period stated therein, or (ii) ten (10) days after the date of suchnotification, then the information contained in such confirmation shall bebinding on Borrower.

On the Contract Date, ten percent of the amount of suchForeign Exchange Contract (in United States Dollars) (each, a "FX Advance")shall be deemed part of the Credit and shall reduce Borrower's availabilityunder Section 2.1 of this Agreement in a like amount. If, at any time and forany reason, the aggregate amount on all F/X Advances outstanding at any timeexceeds the Maximum Exposure prescribed by this Section 15 (an "FX Overadvance"), Borrower shall immediately pay back to Bank, in cash, the amount ofsuch FX Over advance. If, at any time and for any reason, the aggregate amountof any Foreign Exchange Contracts outstanding at any time exceeds the MaximumContract Commitment prescribed by this Section 15, Borrower shall immediatelysettle and resolve such contract. If Borrower fails to satisfy and discharge

its obligations under such Foreign Exchange Contract on theSettlement Date, Bank shall have the right (but not the obligation) to treat theamount of such unpaid and unsatisfied obligation as part of the Credit.Notwithstanding the reduction in the Credit authorized by this Section 15.2,Borrower's duty to satisfy and discharge its obligations under any ForeignExchange Contract shall constitute part of the Obligations and shall be securedby the Collateral. If Borrower fails to discharge and satisfy its obligationsunder a Foreign Exchange Contract on the Settlement Date, such failure shallconstitute an Event of Default under this Agreement.
**4.	Conditions Precedent. Bank's duties toextend and renew the Obligations and to make Advances in accordance with thisSeventh Amendment shall be subject to (I) there being no outstanding and uncureddefaults under the Loan Agreement, the Equipment Purchase Line Note or any otherobligation owing by Borrower to Bank; (ii) the satisfaction of each of theconditions precedent set forth in Article 6 of the Loan Agreement, each of whichis incorporated herein by this reference; and (iii) the execution and deliveryof this Seventh Amendment and such other documents as Bank may request. 
**5.	Ratification of Warranties andRepresentations. Except as amended by this Seventh Amendment, Borrowerhereby ratifies, reaffirms, and remakes as of the date hereof each and everyrepresentation and warranty contained in the Loan Agreement, the EquipmentPurchase Line Note, or in any document executed and delivered in connectiontherewith.
**6.	Continued Force and Effect. Except asamended by this Seventh Amendment, all of the Terms and conditions of the LoanAgreement (and each and every document or instrument executed and delivered inconnection therewith) is and shall remain in full force and effect.

 

IN WITNESS WHEREOF, Borrower has executed and delivered thisSeventh Amendment to Bank on the date first above written at Walnut Creek,California.

"BORROWER"
**SCIENTIFIC TECHNOLOGIES INCORPORATED WHICH WILL DOBUSINESS IN CALIFORNIA AS OREGON SCIENTIFIC TECHNOLOGIES, an Oregoncorporation

By: /s/Joseph J. Lazzara 
Its: President and Chief Executive Officer 
IN WITNESS WHEREOF, Bank hereby accepts this Seventh Amendment to beeffective as of the date first above written in Walnut Creek, California.

"BANK"
**BANK OF THE WEST,

a California banking corporation

By: /s/Henry Alvarez 
Its: Assistant Vice President**************************