exhibit_10.htm


     

     

    Exhibit
      10.8

     

    First
      Modification to Loan and Security Agreement

     

    This
      First
      Modification
      to Loan and
Security
      Agreement (this “Modification”) is entered into by and
      between ALPHA
INNOTECH CORPORATION
      (“Borrower”) and
BFI Business Finance
      (“Lender”) as of this 26TH
      day of October,
      2007, at
San Jose, California.

     

    


    RECITALS

    
 

    A.           Lender
      and Borrower have  previously entered into or are concurrently
      herewith entering into a

     

    Loan and
      Security Agreement
      (the “Agreement”) dated March
9,
      2004.

    


    B.           Lender
      and Borrower may  have  previously executed  one
      or more Modifications
      to  Loan and

     

    Security
      Agreement (the "Previous
      Modification(s)").

    


    C.           Borrower
      has requested, and Lender has agreed, to modify the Agreement as set forth
      below.

    


     

    AGREEMENT

    


     

    For
      good
      and valuable consideration, the parties agree as set forth below:

    


    1.           Incorporation by Reference.  The
      Agreement and the Previous Modification(s), if any, as modified hereby and
      the
      Recitals are incorporated herein by this reference.

    2.           Effective Date.  The
      terms of this Modification shall be in full force and effect as of
October 26, 2007.

    3.           Modification 
      to 
      Agreement.    The  Agreement  is  hereby  modified  to  amend  and  restate  the
      section(s) referenced below:

    


    
      	
               

            	
              a.

            	
              Section 1.
                 Lender shall from time to time in Lender’s
                sole discretion advance sums to Borrower up
                to  eighty percent (80%)
                 of the Net Face Amount of  Prime
                Accounts (as defined  below in Paragraph 6) and such other sums
                as Lender may determine (each, an “Advance” and
                collectively,

            


    

    “Advances”),
      but in no event shall the aggregate indebtedness (under this Agreement or under
      all Obligations) to Lender at any one time exceed without Lender’s prior written
      approval, the sum of
One Million
 Five Hundred Thousand
       and 00/100 Dollars
       ($1,500,000.00)
      (the  “Maximum Amount”).  In the event that the balance
      owing  under this Agreement exceeds the  Maximum Amount, or
      in the event that said balance exceeds the percentage set forth above of the
      Value of Prime Accounts as determined by Lender, Borrower  understands
      and  agrees that Lender shall make no further Advances to the Borrower
      unless and until Borrower pays Lender the amount of such excess (each an
“Overadvance”), and Borrower hereby promises to pay the Overadvance to Lender
      upon Lender’s demand.

    


    b.      Section 43.   Lender
      agrees that Accounts of
      a  foreign  account  debtor or its affiliates
      (each, a

    "Foreign
      Account")  may be  deemed to be Prime Accounts provided: (i)
      such Foreign Account otherwise is a Prime Account; (ii) Borrower  has
      obtained credit insurance for each Foreign Account on terms, in amounts
      and  from insurers satisfactory to Lender; and  (iii) such
      Foreign Accounts do  not constitute more than fifty
      (50.00%)  of  all otherwise  Prime Accounts (but
      the portion of such Foreign Accounts not in excess of such percentage may be
      deemed to be Prime Accounts).

    


    


    


    CAmod (rev. 09.19.2003)                                                               Page 1
      of 2                                                            Initial
      Here F


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    4.         Condition Precedent. It shall be a Condition Precedent to the effectiveness of this Modification
      that Lender shall have received a fully executed Officer
      Certificate from Ron Bissinger.

    


    5.           Fee. At the time of execution of the Modification, Borrower agrees to pay a one-time fee in the
      amount of Five
Thousand
      and 00/100
      Dollars
($5,000.00).

    


    6.           Legal Effect.
       Except as specifically set forth in this Modification, all of the terms and conditions
      of the Agreement remain in
      full force and effect.

    


    7.           Integration.   This  is an  integrated  Modification and  supersedes all prior negotiations andagreements regarding the
      subject matter hereof.   All amendments hereto must be in writing and signed by the
      parties.

    


    IN WITNESS WHEREOF,
      the parties have executed this First
Modification to Loan and Security Agreement
      as of the date first set forth above.

    


    


    


    


    BFI Business
      Finance                                                                           ALPHA
      INNOTECH CORPORATION

    


    


    


    


    


    By:     David
      Drogos                                                                           By:     Ron
      Bissinger

     

    Its:  President                                                                           Its:  Chief
      Executive Officer

    


    


     

    


    


    


    


    


    
 

    CAmod (rev. 09.19.2003)                                                               Page 2
      of 2