**Exhibit 10.16(iv)**

**FIRSTAMENDMENT AND WAIVER TOLOAN AND SECURITY AGREEMENT**

THIS FIRST AMENDMENT AND WAIVER TO LOAN AND SECURITYAGREEMENT (this “Amendment”) is entered into this 26th day of March, 2007, byand between SILICON VALLEY BANK (“Bank”), MEDECISION, INC., a Pennsylvaniacorporation (“MEDecision”), and MEDECISION INVESTMENTS, INC., a Delawarecorporation (“MEDecision Investments”; and together with MEDecision, jointly,severally and collectively, “Borrower”) whose address is 601 Lee Road, Wayne, Pennsylvania19087.

**RECITALS**

**A.           **Bankand Borrower have entered into that certain Loan and Security Agreement datedas of September 28, 2006 (as the same may from time to time be further amended,modified, supplemented or restated, the “Loan Agreement”).

**B.           **Bankhas extended credit to Borrower for the purposes permitted in the LoanAgreement.

**C.           **Borrowerhas also requested that Bank amend the Loan Agreement to (i) waive the ExistingDefault (as defined below), (ii) increase the amount available to be borrowedunder the Equipment Line, (iii) extend the Equipment Maturity Date, (iv)replace the Liquidity and Net Income covenants with the Adjusted Quick Ratioand Tangible Net Worth covenants, and (v) make certain other revisions to theLoan Agreement as more fully set forth herein.

**D.           **AlthoughBank is under no obligation to do so, Bank is willing to waive the ExistingDefault on the terms and conditions set forth in this Agreement, so long asBorrower complies with the terms, covenants and conditions set forth in thisAgreement in a timely manner.

**E.            **Bankhas agreed to so amend certain provisions of the Loan Agreement, but only tothe extent, in accordance with the terms, subject to the conditions and inreliance upon the representations and warranties set forth below.

**AGREEMENT**

**NOW**, **THEREFORE**,in consideration of the foregoing recitals and other good and valuableconsideration, the receipt and adequacy of which is hereby acknowledged, andintending to be legally bound, the parties hereto agree as follows:

# **1.**             **Definitions. **Capitalizedterms used but not defined in this Amendment shall have the meanings given tothem in the Loan Agreement.

# **2.**             **Waiver ofDefault. **Borrower herebyacknowledges and agrees that it has failed to comply with the Net Incomefinancial covenant set forth in Section 6.8(b) of the Loan Agreement, for thequarter ending December 31, 2006 (the “Existing Default”).  Borrower further acknowledges and agrees thatunless the foregoing Existing Default were waived by Bank, such ExistingDefault would constitute an Event of Default under the Loan Documents.

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# Bank hereby waivesthe Existing Default. Bank’s agreement to waive the Existing Default shall inno way obligate Bank to make any modifications to the Loan Agreement or towaive Borrower’s compliance with any other terms of the Loan Documents, andshall not limit or impair Bank’s right to demand strict performance of allother terms and covenants as of any date.

# **3.**             **Amendmentsto Loan Agreement.**

## **3.1.**         **Section 2.1.4 EquipmentAdvances. **Section 2.1.4(a) isamended in its entirety and replaced with the following:

**2.1.4       Equipment Advances.**

#### a.             Subject to the terms and conditionsof this Agreement, during the Draw Period, Bank shall make advances (each, an **“Equipment Advance”**and, collectively, **“EquipmentAdvances”)**not exceeding the Equipment Line. Equipment Advances mayonly be used to finance Eligible Equipment purchased within ninety (90) days(determined based upon the applicable invoice date of such Eligible Equipment)before the date of each Equipment Advance; *provided,however,*that the initial Equipment Advance shall be made on orwithin thirty (30) days of March 13, 2007, and such initial Equipment Advanceshall be used to finance equipment purchased after September 30, 2006. NoEquipment Advance may exceed the total invoice for Eligible Equipment,excluding taxes, shipping, warranty charges, freight discounts and installationexpenses relating to such Eligible Equipment. After repayment, no EquipmentAdvance may be reborrowed.

## **3.2.**         **Financial Statements;Reports, Certificates. **Section6 2(a) is amended in its entirety and replaced with the following:

**6.2          Financial Statements; Reports, Certificates.**

#### a.             Borrowershall provide Bank with the following:

##### (i)            within thirty (30) days after theend of each month, a duly completed Borrowing Base Certificate signed by aResponsible Officer, with aged listings of accounts receivable and accountspayable (by invoice date); provided, however, Borrower’s monthly accountsreceivable agings and accounts payable, aged by invoice date, for the monthending January 31, 2007, shall be delivered to Bank no later than March 15,2007;

##### (ii)           as soon as available, and in anyevent within thirty (30) days after the end of each month, monthly unauditedfinancial statements; provided, however, Borrower’s monthly unaudited financialstatements for the month ending January 31, 2007, shall be delivered to Bank nolater than March 15, 2007;

##### (iii)          within thirty (30) days after the endof each month, a monthly Compliance Certificate signed by a ResponsibleOfficer, certifying that as of the end of such month, Borrower was in fullcompliance with all of the 

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##### terms andconditions of this Agreement, and setting forth calculations showing compliancewith the financial covenants set forth in this Agreement and such otherinformation as Bank shall reasonably request, including, without limitation, astatement that at the end of such month there were no held checks; provided,however, Borrower’s monthly Compliance Certificate signed by a Responsible Officerfor the month ending January 31, 2007, shall be delivered to Bank no later thanMarch 15, 2007;

##### (iv)          thirty (30) days prior to the end ofeach fiscal year of Borrower, annual internal operating plans (including incomestatements, balance sheets and cash flow statements, by month) for the upcomingfiscal year of Borrower, and prior to the end of each fiscal year of Borrower,annual financial projections for the following fiscal year (on a quarterlybasis) as approved by Borrower’s board of directors, together with any relatedbusiness forecasts used in the preparation of such annual financialprojections; and

##### (v)           as soon as available, and in anyevent within one hundred twenty (120) days following the end of Borrower’sfiscal year, annual financial statements certified by, and with an unqualifiedopinion of, independent certified public accountants acceptable to Bank.

## **3.3.**         **Section 6.3 (AccountsReceivable). **Section 6.3(a)is amended in its entirety and replaced with the following:

**6.3          Accounts Receivable**

#### a.             Schedules and Documents Relatingto Accounts. If requested by Bank, Borrower shall furnish Bank with copies(or, at Bank’s request, originals) of all contracts, orders, invoices, andother similar documents, and all shipping instructions, delivery receipts,bills of lading, and other evidence of delivery, for any goods the sale ordisposition of which gave rise to such Accounts. In addition, Borrower shalldeliver to Bank, on its request, the originals of all instruments, chattelpaper, security agreements, guarantees and other documents and propertyevidencing or securing any Accounts, in the same form as received, with allnecessary endorsements, and copies of all credit memos.

## **3.4.**         **Section 6.7 (Access toCollateral; Books and Records). **Section6.7 is amended in its entirety and replaced with the following:

**6.7          Access to Collateral; Books andRecords.**At reasonable times, on one (1) Business Day’snotice *(provided*no notice isrequired if an Event of Default has occurred and is continuing), Bank, or itsagents, shall have the right to inspect the Collateral and the right to auditand copy Borrower’s Books. Borrower hereby acknowledges that provided that noEvent of Default has occurred and is continuing, no more than one (1) auditshall be conducted in any twelve month period. The foregoing inspections andaudits shall be at Borrower’s expense, and the charge therefor shall be SevenHundred Fifty Dollars ($750) per person per day (or such higher amount as shall

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represent Bank’sthen-current standard charge for the same), plus reasonable out-of-pocketexpenses. In the event Borrower and Bank schedule an audit more than ten (10)days in advance, and Borrower cancels or seeks to reschedules the audit withless than ten (10) days written notice to Bank, then (without limiting any ofBank’s rights or remedies), Borrower shall pay Bank a fee of One ThousandDollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensateBank for the anticipated costs and expenses of the cancellation or rescheduling.

## **3.5.**         **Section 6.8 (FinancialCovenants). **Section 6.8 isamended in its entirety and replaced with the following:

**6.8          Financial Covenants.**

Borrower shallmaintain on a consolidated basis with respect to Borrower and its Subsidiaries:

#### (a)           Adjusted Quick Ratio.  A ratio of Quick Assets to CurrentLiabilities minus fifty percent (50.0%) of Deferred Revenue, of at least thefollowing amounts at the following times:

| Months Ending:                                |   |          | Adjusted Quick Ratio: |
|-----------------------------------------------|--------|---------------|-----------------------|
| February 28,  2007 through September 31, 2007 |   | 1.50 to 1.00; |
| October 31, 2007  and at all times thereafter |   | 1.75 to 1.00. |

 

#### (b)           Tangible Net Worth.  A Tangible Net Worth of at least thefollowing amounts at the following times:

| Quarter Ending:          |   |             | Tangible Net Worth: |
|--------------------------|--------|------------------|---------------------|
| March 31, 2007           |   | $9,000,000;      |
| June 30, 2007            |   | $9,000,000;      |
| September 30,  2007      |   | $9,000,000;      |
| December 31,  2007       |   | $12,000,000; and |
| At all times  thereafter |   | $12,000,000.     |

 

## **3.6.**         **Section13 (Definitions).**

#### (a)           The following terms and theirrespective definitions set forth in Section 13.1 are amended in their entiretyand replaced with the following:

**“DrawPeriod”**is the period of time from the Effective Date throughthe earliest to occur of (a) June 30, 2007, (b) an Event of Default, or (c) theexistence of any Default.

**“EquipmentLine”**is an Equipment Advance or Equipment Advances in anaggregate amount of up to One Million Seven Hundred Fifty Thousand Dollars($1,750,000) outstanding at any time.

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**“EquipmentMaturity Date”**is, for each Equipment Advance, the earliestof (a) a date thirty (30) months after the calendar quarter subsequent to suchEquipment Advance, but no later than December 1, 2009 as to the final EquipmentAdvance, or (b) the occurrence of an Event of Default.

**“TangibleNet Worth”**is, on any date, the consolidated total assets ofBorrower and its Subsidiaries minus (a) any amounts attributable to (i)goodwill, (ii) intangible items including unamortized debt discount andexpense, capitalized software, deferred tax assets, patents, trade and servicemarks and names, copyrights and research and development expenses exceptprepaid expenses, (iii) notes, accounts receivable and other obligations owingto Borrower from its officers or other Affiliates, and (iv) reserves notalready deducted from assets, minus (b) Total Liabilities.

#### (b)           The following terms and theirrespective definitions are hereby inserted in Section 13.1 as follows:

**“CurrentLiabilities”**are all obligations and liabilities of Borrowerto Bank due within one (1) year, plus, without duplication, the aggregateamount of Borrower’s Total Liabilities that mature within one (1) year.

**“QuickAssets”**is, on any date, Borrower’s unrestricted cash andCash Equivalents maintained with Bank, Accounts, and investments with Bank withmaturities of fewer than twelve (12) months determined according to GAAP.

**“ResponsibleOfficer”**is any of the Chief Executive Officer, President,Chief Financial Officer and Controller of Borrower.

#### (c)           The following term and its respectivedefinition set forth in Section 13.1 is hereby deleted in its entirety:

**“CommittedAvailability”**means, as the date of determination, an amountequal to the sum of the Revolving Line plus the Equipment Line minus alloutstanding Credit Extensions.

## **3.7.**         **ComplianceCertificate. **The ComplianceCertificate to the Loan Agreement is replaced in its entirety with Exhibit Dattached hereto.

# **4.**             **Limitationof Amendments.**

## **4.1.**         Theamendments set forth in **Section****3**, above, are effective for the purposesset forth herein and shall be limited precisely as written and shall not bedeemed to (a) be a consent to any amendment, waiver or modification of anyother term or condition of any Loan Document, or (b) otherwise prejudice anyright or remedy which Bank may now have or may have in the future under or inconnection with any Loan Document.

## **4.2.**         This Amendment shall be construed inconnection with and as part of the Loan Documents and all terms, conditions,representations, warranties, covenants and 

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agreements set forth in the Loan Documents, except asherein amended, are hereby ratified and confirmed and shall remain in fullforce and effect.

# **5.**             **Representations andWarranties. **To induce Bank toenter into this Amendment, Borrower hereby represents and warrants to Bank asfollows:

## **5.1.**         Immediately after giving effect to thisAmendment (a) the representations and warranties contained in the LoanDocuments are true, accurate and complete in all material respects as of thedate hereof (except to the extent such representations and warranties relate toan earlier date, in which case they are true and correct as of such date), and(b) no Event of Default has occurred and is continuing;

## **5.2.**         Borrower has the power and authority toexecute and deliver this Amendment and to perform its obligations under theLoan Agreement, as amended by this Amendment;

## **5.3.**         The organizational documents ofBorrower delivered to Bank on the Effective Date remain true, accurate andcomplete and have not been amended, supplemented or restated and are andcontinue to be in full force and effect;

## **5.4.**         The execution and delivery by Borrowerof this Amendment and the performance by Borrower of its obligations under theLoan Agreement, as amended by this Amendment, have been duly authorized;

## **5.5.**         The execution and delivery by Borrowerof this Amendment and the performance by Borrower of its obligations under theLoan Agreement, as amended by this Amendment, do not and will not contravene(a) any law or regulation binding on or affecting Borrower, (b) any contractualrestriction with a Person binding on Borrower, (c) any order, judgment ordecree of any court or other governmental or public body or authority,  or subdivision thereof, binding on Borrower,or (d) the organizational documents of Borrower;

## **5.6.**         The execution and delivery by Borrowerof this Amendment and the performance by Borrower of its obligations under theLoan Agreement, as amended by this Amendment, do not require any order,consent, approval, license, authorization or validation of, or filing,recording or registration with, or exemption by any governmental or public bodyor authority, or subdivision thereof, binding on Borrower, except as alreadyhas been obtained or made; and

## **5.7.**         This Amendment has been duly executedand delivered by Borrower and is the binding obligation of Borrower,enforceable against Borrower in accordance with its terms, except  as such  enforceability  may be  limited by  bankruptcy, insolvency,  reorganization,liquidation, moratorium or other similar laws of general application andequitable principles relating to or affecting creditors’ rights.

# **6.**             **Counterparts. **This Amendment may be executed inany number of counterparts and all of such counterparts taken together shall bedeemed to constitute one and the same instrument.

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#  

# **7.**             **Effectiveness.**ThisAmendment shall be deemed effective upon (a) the due execution and delivery toBank of this Amendment by each party hereto, (b) Borrower’s payment of anon-refundable waiver fee in an amount equal to Two Thousand Five HundredDollars ($2,500), (c) Borrower’s payment of a non-refundable amendment fee inan amount equal to Five Thousand Dollars ($5,000), and (d) payment of Bank’slegal fees and expenses in connection with the negotiation and preparation ofthis Amendment.

[Signature page follows.]

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**IN WITNESSWHEREOF,**the parties hereto have caused this Amendment to beduly executed and delivered as of the date first written above.

 
| **BANK**                         |                       |   |
|----------------------------------|----------------------------|--------|
| ** **                       |                       |   |
| SILICON VALLEY  BANK             |                       |   |
|                             |                       |   |
|                             |                       |   |
| By:                              | /s/ RICHARD WHITE          |   |   |   |   |
| Name: Richard  White             |                       |   |
| Title:  Relationship Manager     |                       |   |
|                             |                       |   |
|                             |                       |   |
|                             |                       |   |
| **BORROWER**                     |                       |   |
| ** **                       |                       |   |
| MEDECISION, INC.                 |                       |   |
|                             |                       |   |
|                             |                       |   |
| By:                              | /s/ CARL E. SMITH          |   |   |   |
| Name: Carl E.  Smith             |                       |   |
| Title: Executive  Vice President |                       |   |
| and Chief  Financial Officer     |                       |   |
|                             |                       |   |
|                             |                       |   |
|                             |                       |   |
| MEDECISION  INVESTMENTS, INC.    |                       |   |
|                             |                       |   |
|                             |                       |   |
| By:                              | /s/ HAROLD F. KALBACH, JR. |   |   |   |
| Name: Harold F.  Kalbach, Jr.    |                       |   |
| Title: Treasurer                 |                       |   |
|                                  |                            |        |  |  |  |  |  |  |

 

[Signature Page to FirstAmendment and Waiver to Loan and Security Agreement]

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**EXHIBITD**

**COMPLIANCECERTIFICATE**

 
| TO:   |   | SILICON VALLEY BANK |   | Date:  |
|-------|--------|---------------------|--------|--------|
| FROM: |   | MEDECISION, INC.    |   |   |

 

The undersigned authorized officer of MEDecision, Inc.(“Borrower”) certifies that under the terms and conditions of the Amended andRestated Loan and Security Agreement between Borrower and Bank (the “Agreement”),(1) Borrower is in complete compliance for the period ending                               with all required covenants except as noted below, (2) there are no Events ofDefault, (3) all representations and warranties in the Agreement are true andcorrect in all material respects on this date except as noted below; *provided, however,*that such materialityqualifier shall not be applicable to any representations and warranties thatalready are qualified or modified by materiality in the text thereof; and *provided, further*that thoserepresentations and warranties expressly referring to a specific date shall betrue, accurate and complete in all material respects as of such date, (4)Borrower, and each of its Subsidiaries, has timely filed all required taxreturns and reports, and Borrower has timely paid all foreign, federal, stateand local taxes, assessments, deposits and contributions owed by Borrowerexcept as otherwise permitted pursuant to the terms of Section 6.8 of theAgreement, and (5) no Liens have been levied or claims made against Borrower orany of its Subsidiaries relating to unpaid employee payroll or benefits ofwhich Borrower has not previously provided written notification to Bank.Attached are the required documents supporting the certification. Theundersigned certifies that these are prepared in accordance with GAAPconsistently applied from one period to the next except as explained in anaccompanying letter or footnotes. The undersigned acknowledges that noborrowings may be requested at any time or date of determination that Borroweris not in compliance with any of the terms of the Agreement, and thatcompliance is determined not just at the date this certificate is delivered.Capitalized terms used but not otherwise defined herein shall have the meaningsgiven them in the Agreement.

**Please indicate compliance status by circlingYes/No under “Complies” column.**
|                                                                                                                                                                                   | **Reporting Covenant** | ** **                            | ** ** | ** **  | **Required** | ** ** | ** ** | ** ** | **Complies** | ** ** |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------|---------------------------------------|------------|-------------|--------------|------------|------------|------------|--------------|------------|
|                                                                                                                                                                              |                   |                                  |       |        |
| Monthly financial  statements with Compliance Certificate                                                                                                                         |                   | Monthly within 30 days*               |       | Yes o  No o |
| Annual financial  statement (CPA Audited) + CC                                                                                                                                    |                   | FYE within 120 days                   |       | Yes o  No o |
| Field Audits                                                                                                                                                                      |                   | 1x a year                             |       | Yes o  No o |
| 10-Q                                                                                                                                                                              |                   | Within 45 days after  filing with SEC |       | Yes o  No o |
| 10-K and 8-K                                                                                                                                                                      |                   | Within 90 days after  filing with SEC |       | Yes o  No o |
| Borrowing Base  Certificate A/R & A/P Agings                                                                                                                                  |                   | Monthly within 30  days**             |       | Yes o  No o |
| Board Projections  (Annual internal operating plans)                                                                                                                              |                   | Annually, 30 days prior  to FYE       |       | Yes o  No o |
| Board Projections  (Annual financial projections)                                                                                                                                 |                   | Annually, 15 days prior  to FYE       |       | Yes o  No o |
| *Receipt of 1/31/07  reporting due to Bank no later than 3/15/07.  **Receipt of 1/31/07 reporting (with respect to A/R & A/P Agings) due to  Bank no later than 3/15/07.      |
| The following  Intellectual Property was registered after the Effective Date (if no  registrations, state “None”)          |

 

Exhibit D

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| Financial Covenant                             | ** ** | **Required** | ** ** | **Actual** | ** ** | **Complies** |
|------------------------------------------------|------------|--------------|------------|------------|------------|--------------|
|                                           |       |         |       |       |       |         |
| Minimum Tangible Net Worth (Tested Quarterly): |       |         |       |       |       |         |
| March 31 2007                                  |       | $9,000,000   |       | $          |       | Yes o  No o  |
| June 30, 2007                                  |       | $9,000,000   |       | $          |       | Yes o  No o  |
| September 30,  2007                            |       | $9,000,000   |       | $          |       | Yes o  No o  |
| December 31,  2007                             |       | $12,000,000  |       | $          |       | Yes o  No o  |
| At all times  thereafter                       |       | $12,000,000  |       | $          |       | Yes o  No o  |
|                                           |       |         |       |       |       |         |
| Adjusted Quick Ratio (Tested Monthly):         |       |         |       |       |       |         |
| February 28,  2007 through September 30, 2007  |       | 1.50:1.00    |       | ____:1.00  |       | Yes o  No o  |
| October 31, 2007  and at all times thereafter  |       | 1.75:1.00    |       | ____:1.00  |       | Yes o  No o  |

 

The following financial covenant analyses andinformation set forth in Schedule 1 attached hereto are true and accurate as ofthe date of this Certificate.

The following are the exceptions with respect to thecertification above:  (If no exceptionsexist, state “No exceptions to note.”)
| MEDECISION, INC. | ** ** | **BANK USE ONLY******                     |
|------------------|------------|-------------------------------------------|
|             | ** ** | ** **                                |
|             | ** ** | Received by:                              | ** ** | ** ** |
| By:              |       | ** **                                | AUTHORIZED SIGNER | ** ** |
| Name:            |       | ** **                                |
| Title:           |       | ** **                                | Date: | ** ** | ** ** |
|             | ** ** |
|             | ** ** | Verified:                                 | ** ** | ** ** |
|             |       | AUTHORIZED SIGNER                         | ** ** |
|             | ** ** |
|             | ** ** | Date:                                     | ** ** | ** ** |
|             | ** ** |
|             | ** ** | Compliance Status: Yes o  No  o |

 

Exhibit D

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**Schedule 1 to Compliance Certificate**

**Financial Covenants of Borrower**

Dated:                                 

I.              **Adjusted Quick Ratio**(Section 6.8(a))

Required:

| February 28, 2007 through September 30, 2007 |   | 1.50:1.00 |
|----------------------------------------------|--------|-----------|
| October 31, 2007 and at all times thereafter |   | 1.75:1.00 |

 

Actual:

| A. |   | Aggregate value of the  unrestricted cash and cash equivalents of Borrower and its Subsidiaries                                                                                                                                                 |   | $      |   |   |
|----|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|
| B. |   | Aggregate value of  accounts receivable of Borrower and its Subsidiaries                                                                                                                                                                        |   | $      |   |   |
| C. |   | Aggregate value of the  Investments with maturities of fewer than 12 months of Borrower and it  Subsidiaries                                                                                                                                    |   | $      |   |   |
| D. |   | Quick Assets (the sum  of lines A through C)                                                                                                                                                                                                    |   | $      |   |   |
| E. |   | Aggregate value of Obligations  to Bank                                                                                                                                                                                                         |   | $      |   |   |
| F. |   | Aggregate value of  liabilities that should, under GAAP, be classified as liabilities on  Borrower’s consolidated balance sheet, including all Indebtedness, and not  otherwise reflected in line E above that matures within one (1) year |   | $      |   |   |
| G. |   | Current Liabilities  (the sum of lines E and F)                                                                                                                                                                                                 |   | $      |   |   |
| H. |   | 50% of deferred  revenues                                                                                                                                                                                                                       |   | $      |   |   |
| I. |   | Line G minus line H                                                                                                                                                                                                                             |   | $      |   |   |
| J. |   | Adjusted Quick Ratio (line D divided by line I)                                                                                                                                                                                                 |   |   |   |

 

Is line E equal to or greater than            : 1:00?
| o  No, not in compliance |   | o  Yes, in compliance |
|--------------------------|--------|-----------------------|

 

 

Schedule 1 to Exhibit D

 

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II.            **Tangible Net Worth**(Section 6.8(b))

Required:

| March 31, 2007           |   | $9,000,000  |
|--------------------------|--------|-------------|
| June 30, 2007            |   | $9,000,000  |
| September 30,  2007      |   | $9,000,000  |
| December 31,  2007       |   | $12,000,000 |
| At all times  thereafter |   | $12,000,000 |

 

Actual:

| A. |   | Aggregate value of  total assets of Borrower and its Subsidiaries                                                                                                                                                                                                                            |   | $ |   |   |
|----|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---|--------|--------|
| B. |   | Aggregate value of  goodwill of Borrower and its Subsidiaries                                                                                                                                                                                                                                |   | $ |   |   |
| C. |   | Aggregate value of  intangible assets of Borrower and its Subsidiaries (including unamortized  debt discount and expense, capitalized software, deferred tax assets,  patents, trade and service marks and names, copyrights and research and  development expenses except prepaid expenses) |   | $ |   |   |
| D. |   | Aggregate value of all  notes, accounts receivable and other obligations owing to Borrower from its  officers or other Affiliates                                                                                                                                                            |   | $ |   |   |
| E. |   | Aggregate value of any  reserves not already deducted from assets                                                                                                                                                                                                                            |   | $ |   |   |
| F. |   | Tangible Net Worth (line A minus line B minus line C minus line D  minus line E)                                                                                                                                                                                                             |   | $ |   |   |

 

Is line F equal to or greater than required amount?
| o  No, not in compliance |   | o  Yes, in compliance |
|--------------------------|--------|-----------------------|

 

Schedule 1 to Exhibit D

 

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