FIFTH AMENDMENT

TO

LOAN AND SECURITY AGREEMENT


          This
Fifth Amendment to Loan and Security Agreement is entered into as of August 13,
2002 (the “Amendment”), by and between COMERICA BANK-CALIFORNIA (“Bank”) and
MAXWELL TECHNOLOGIES, INC., MAXWELL ELECTRONIC COMPONENTS GROUP, INC.,
I-BUS/PHOENIX, INC., PUREPULSE TECHNOLOGIES, INC., and MML ACQUISITION CORP.
(individually, a “Borrower” and collectively, the “Borrowers”).

RECITALS

          Borrowers
and Bank are parties to that certain Loan and Security Agreement dated as of
February 26, 2001, as amended from time to time, including but not limited
to by that certain Amendment to Loan and Security Agreement dated as of May 25,
2001, that certain Second Amendment to Loan and Security Agreement dated as of
June 18, 2001, that certain Third Amendment to Loan and Security Agreement
dated as of December 21, 2001, and that certain Fourth Amendment to Loan and
Security Agreement dated as of July 2, 2002 (collectively, the “Agreement”).  The parties desire to amend the Agreement in
accordance with the terms of this Amendment.

          NOW,
THEREFORE, the parties agree as follows:

	
   
	
  1.
	
  Borrowers may not request or receive any further
  Credit Extensions until October 16, 2002.

	
   
	
   
	
   

	
   
	
  2.
	
  Section 6.9 of the Agreement hereby is amended in
  its entirety as follows:

	
   
	
   
	
   

	
   
	
   
	
  “6.9          Minimum
  Cash.  Borrowers shall at all
  times maintain with Bank (or Comerica Securities, Inc. or Munder
  Capital) cash and cash equivalents in a minimum aggregate amount of Seven
  Million Dollars ($7,000,000).”

	
   
	
   
	
   

	
   
	
  3.
	
  Section 6.10 of the Agreement hereby is amended in
  its entirety as follows:

	
   
	
   
	
   

	
   
	
   
	
  “6.10        Tangible
  Net Worth.  Borrowers shall at all
  times through October 15, 2002 maintain a Tangible Net Worth of not less than
  Forty Two Million Dollars ($42,000,000). 
  At all times after October 15, 2002, Borrowers shall maintain a
  Tangible Net Worth of not less than Forty Eight Million Dollars
  ($48,000,000).”

	
   
	
   
	
   

	
   
	
  4.
	
  Exhibit D to the Agreement hereby is replaced with
  Exhibit D hereto.




           5.       Unless
otherwise defined, all initially capitalized terms in this Amendment shall be
as defined in the Agreement.  The
Agreement, as amended hereby, shall be and remain in full force and effect in
accordance with its respective terms and hereby is ratified and confirmed in
all respects.  Except as expressly set
forth herein, the execution, delivery, and performance of this Amendment shall
not operate as a waiver of, or as an amendment of, any right, power, or remedy
of Bank under the Agreement, as in effect prior to the date hereof.  Each Borrower ratifies and reaffirms the
continuing effectiveness of all promissory notes, guaranties, security
agreements, mortgages, deeds of trust, environmental agreements, and all other
instruments, documents and agreements entered into in connection with the
Agreement.

          6.        Each
Borrower represents and warrants that the representations and warranties
contained in the Agreement are true and correct as of the date of this
Amendment, and that no Event of Default has occurred and is continuing.


          7.        This
Amendment may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one instrument.








          8.        As
a condition to the effectiveness of this Amendment, Bank shall have received,
in form and substance satisfactory to Bank, the following:

          (a)       This
Amendment, duly executed by the Borrowers;

          (b)       An
amount equal to all Bank Expenses incurred to date; and

          (c)       Such
other documents, and completion of such other matters, as Bank may reasonably
deem necessary or appropriate.

          IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the first
date above written.

	
   
	
  MAXWELL
  TECHNOLOGIES, INC.

	
   
	
   
	
   

	
   
	
  By: /s/
  Donald M. Roberts

	
   
	
   
	
  



  	
   

	
   
	
   
	
   

	
   
	
  Title: Vice
  President

	
   
	
   
	
  



  	
   

	
   
	
   

	
   
	
  MAXWELL
  ELECTRONIC COMPONENTS GROUP, 
INC. 

	
   
	
   

	
   
	
  By: /s/
  Donald M. Roberts
	
   

	
   
	
   
	
  



  	
   

	
   
	
   
	
   
	
   

	
   
	
  Title: Vice
  President
	
   

	
   
	
   
	
  



  	
   

	
   
	
   
	
   

	
   
	
  I-Bus/PHOENIX,
  INC.
	
   

	
   
	
   
	
   

	
   
	
  By: /s/
  Donald M. Roberts
	
   

	
   
	
   
	
  



  	
   

	
   
	
   
	
   

	
   
	
  Title: Vice
  President
	
   

	
   
	
   
	
  



  	
   

	
   
	
   
	
   

	
   
	
  PUREPULSE
  TECHNOLOGIES, INC.

	
   
	
   
	
   

	
   
	
  By: /s/
  Donald M. Roberts
	
   

	
   
	
   
	
  



  	
   

	
   
	
   
	
   

	
   
	
  Title: Vice
  President
	
   

	
   
	
   
	
   

	
   
	
  MML
  ACQUISITION CORP.

	
   
	
   
	
   

	
   
	
  By: /s/
  Donald M. Roberts
	
   

	
   
	
   
	
  



  	
   

	
   
	
   
	
   

	
   
	
  Title: Vice
  President
	
   

	
   
	
   
	
  



  	
   

					















	
   
	
  COMERICA BANK-CALIFORNIA

	
   
	
   
	
   

	
   
	
  By: /s/ [illegible]

	
   
	
   
	
  



  	
   

	
   
	
   
	
   
	
   

	
   
	
  Title: Vice President
	
   












EXHIBIT D

COMPLIANCE CERTIFICATE

	
  TO:
	
  COMERICA BANK-CALIFORNIA

	
   
	
   

	
  FROM:
	
  MAXWELL TECHNOLOGIES, INC., MAXWELL ELECTRONIC
  COMPONENTS GROUP, INC., I-BUS/PHOENIX, INC., PUREPULSE TECHNOLOGIES,
  INC., MAXWELL TECHNOLOGIES SYSTEMS DIVISION, INC., MML ACQUISITION CORP.




          The
undersigned authorized officer of MAXWELL TECHNOLOGIES, INC. (“Parent”) on
behalf of Parent and MAXWELL ELECTRONIC COMPONENTS GROUP, INC., I-BUS/PHOENIX,
INC., PUREPULSE TECHNOLOGIES, INC., MAXWELL TECHNOLOGIES SYSTEMS DIVISION,
INC., MML ACQUISITION CORP. (collectively, “Borrowers”) hereby certifies that
in accordance with the terms and conditions of the Loan and Security Agreement
between Borrowers and Bank (the “Agreement”), (i) Borrower(s) are in complete
compliance for the period ending __________________ with all required covenants
except as noted below and (ii) all representations and warranties of Borrowers
stated in the Agreement are true and correct in all material respects as of the
date hereof.  Attached herewith are the
required documents supporting the above certification.   The Officer further certifies that these
are prepared in accordance with Generally Accepted Accounting Principles (GAAP)
and are consistently applied from one period to the next except as explained in
an accompanying letter or footnotes.

Please
indicate compliance status by circling Yes/No under “Complies” column.


	
  Reporting Covenant

  	
   
	
  Required

  	
   
	
  Complies

  
	
  



  	
   
	
  



  	
   
	
  



  
	
   
	
   
	
   
	
   
	
   

	
  Monthly financial
  statements

  	
   
	
  Monthly within 30 days
	
   
	
  Yes
	
  No

	
  Quarterly financial
  statements
	
   
	
  Quarterly within 45 days
	
   
	
  Yes
	
  No

	
  Annual (CPA Audited)
	
   
	
  FYE within 90 days
	
   
	
  Yes
	
  No

	
  10K & 10Q within 5 days
  of filing
	
   
	
   
	
   
	
  Yes
	
  No

	
  A/R & A/P Agings
	
   
	
  Quarterly beginning
  12/31/02 within 45 days
	
   
	
  Yes
	
  No

	
  A/R Audit
	
   
	
  Initial and Annual
	
   
	
  Yes
	
  No

	
  IP Report
	
   
	
  Within 30 days of 2/1 and
  8/1
	
   
	
  Yes
	
  No




	
  Financial Covenant

  	
   
	
  Required

  	
   
	
  Actual

  	
   
	
  Complies

  
	
  



  	
   
	
  



  	
   
	
  



  	
   
	
  



  
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
  Maintain on a Quarterly
  Basis:

  	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  Minimum Quick Ratio
  (beginning 12/31/02)
	
   
	
  1.35:1.00
	
   
	
  _____:1.00
	
   
	
  Yes
	
  No

	
   
	
  Fixed Charge Coverage Ratio
  (beginning 12/31/02)
	
   
	
  2.00:1.00
	
   
	
  _____:1.00
	
   
	
  Yes
	
  No

	
  Maintain at all Times:
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  Minimum Cash
	
   
	
  $7,000,000
	
   
	
  $________
	
   
	
  Yes
	
  No

	
   
	
  Minimum Tangible Net Worth
  (through 10/15/02)
	
   
	
  $42,000,000
	
   
	
  $________
	
   
	
  Yes
	
  No

	
   
	
  Minimum Tangible Net Worth
  (beginning 10/16/02)
	
   
	
  $48,000,000
	
   
	
  $________
	
   
	
  Yes
	
  No






	
  Comments Regarding Exceptions:  See
  Attached.

  	
   
	
   
	
   

	
   
	
   
	
  BANK USE ONLY

  	
   

	
   
	
   
	
   
	
   

	
   
	
   
	
  Received by: 

  	
   

	
   
	
   
	
   
	
  



  	
   

	
  Sincerely,
	
   
	
  AUTHORIZED
  SIGNER  
	
   

	
   
	
   
	
  Date: 
	
   

	
   
	
   
	
   
	
  



  	
   

	
   
	
   
	
   
	
   

	
   
	
   
	
  Verified: 
	
   

	
  



  	
   
	
   
	
  



  	
   

	
  SIGNATURE
	
   
	
  AUTHORIZED
  SIGNER  
	
   

	
   
	
   
	
   
	
   

	
   
	
   
	
  Date: 
	
   

	
  



  	
   
	
   
	
  



  	
   

	
  TITLE
	
   
	
   
	
   

	
   
	
   
	
  Compliance
  Status                    Yes                   No
	
   

	
  DATE