Ampersand Guarantors, shall own approximately sixty percent (60%) of the outstanding commonshares of Avatech (on a fully diluted basis) (all of the foregoing, collectively, the“Transaction”).     D. Borrowers have requested and Agent and Lenders have agreed to (i) consent to theexecution of the Letter of Intent, (ii) consent to the Transaction, and (iii) modify certain termsand provisions of the Loan Agreement, in each case on the terms and subject to the conditionscontained in this Amendment.     **NOW, THEREFORE**, in consideration of the mutual promises contained herein, and for other goodand valuable consideration, the receipt and sufficiency of which are hereby acknowledged, theparties hereto hereby agree as follows:     **Section 1.****Consent to Amendment in Connection with Transaction**.          (a) In reliance upon the documentation and information provided to Agent in connectionwith the Transaction and the Letter of Intent, including without limitation, the final form ofLetter of Intent and the transaction documents attached hereto as Exhibit A (the“Transaction Documents”) in form and substance satisfactory to Agent, and notwithstandinganything to the contrary contained in the Loan Agreement, upon satisfaction of the conditions setforth herein, Agent and Lenders hereby (i) consent to the execution of the Letter of Intent and theTransaction Documents, and the consummation of the Transaction in accordance with the TransactionDocuments; and (ii) upon consummation of the Transactions, consent to the change in the Borrowers’fiscal year end from October 31 to June 30.          (b) In connection with, and at the time of the consummation of, the Transaction, Agenthereby agrees to modify the Loan Agreement to accurately reflect the resulting ownership structureof Borrowers upon closing of the Transaction; provided, however, that the agreements,instruments, certificates and other documents necessary to be executed in connection with, and toconsummate, the Transaction, shall be in form and substance satisfactory to Agent in its solediscretion.          (c) This consent shall not be deemed a consent to the breach by Borrowers of othercovenants or agreements contained in any Loan Documents with respect to any other transaction ormatter. Borrowers agree that the consent set forth in the preceding paragraphs shall be limited tothe precise meaning of the words as written therein and shall not be deemed (i) to be a consent toor any waiver or modification of any other term or condition of any Loan Agreement, or (ii) toprejudice any right or remedy that Agent or Lenders may now have or may in the future have under orin connection with any Loan Agreement other than with respect to the matters for which the consentin the preceding paragraph has been provided. Other than as described in this Amendment, theconsent described in the preceding paragraph shall not alter, affect, release or prejudice in anyway any of the Borrowers’ Obligations under the Loan Agreement. This consent shall not beconstrued as establishing a course of conduct on the part of Agent or Lenders upon which theBorrowers may rely at any time in the future. Borrowers expressly waive any right to assert anyclaim to such effect at any time.     **Section 2.****Amendments to Loan Agreement**.
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          (a) Definitions. Upon the Effective Date, the following new definitions shallbe added to the Loan Agreement:“Avatech Solutions Inc.” shall mean Avatech Solutions Inc., aDelaware corporation.“Rand A” shall mean Rand A Technology Corporation, acorporation organized under the laws of the Province ofOntario.“RWW LLC” shall mean RWWI Holdings LLC, a Delaware limited liabilitycompany.          (b) Definitions. Upon the Effective Date, the definition of “SubordinationAgreement” shall be deleted in its entirety.          (c) Definitions. Upon the Effective Date, the definitions of “Change ofOwnership,” “Holdings” “Original Owners,” and “Pledge Agreements” shallbe deleted in their entirety and replaced as follows:“Change of Ownership” shall mean (a) 100% of the EquityInterests of Rand Worldwide U.S. is no longer owned or controlled bya Person who is an Original Owner, (b) 100% of the Equity Interestsof any Borrower (other than Rand Worldwide U.S.) is no longer ownedor controlled by a Person who is an Original Owner, (c) 51% of theEquity Interests of Holdings is no longer owned or controlled by aPerson who is an Original Owner, (d) 51% of the Equity Interests ofAvatech Solutions is no longer owned or controlled by a Person whois an Original Owner, (e) 80% of the Equity Interests of RWW LLC isno longer owned or controlled by a Person who is an Original Owner,or (f) any merger, consolidation or sale of substantially all of theproperty or assets of any Borrower unless such Borrower is merged orconsolidated with and into another Borrower or such sale or propertyor assets is to another Borrower.“Original Owners” shall mean with respect (i) to RWW LLC,the Ampersand Guarantors, (ii) to Avatech Solutions, RWW LLC, (iii)to Holdings, Avatech Solutions, (iv) to Rand Worldwide U.S. or RandA, Holdings, and (v) to any other Borrower, Rand Worldwide U.S.“Pledge Agreement” shall mean that certain (i) Amended andRestated Pledge Agreement executed by Holdings in favor of Agentdated as of July __, 2010 and (ii) Pledge Agreement executed by RandWorldwide U.S. in favor of Agent dated as of even date herewith.
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          (d) Upon the Effective Date, Section 5.8(d) shall be deleted in its entirety and replacedas follows:     No Borrower nor any of their Subsidiaries maintains or isrequired to contribute to any Plan other than those listed onSchedule 5.8(d) hereto. Schedule 5.8(d) separately schedules allPlans subject to Title IV of ERISA. (i) No Plan has incurred any“accumulated funding deficiency,” as defined in Section 302(a)(2) ofERISA or Section 412(a) of the Code, whether or not waived, eachBorrower and each member of the Controlled Group has met allapplicable minimum funding requirements under Section 302 of ERISAand Section 412 of the Code in respect of each Plan, and each Planis in compliance with Sections 412, 430 and 436 of the Code andSections 206(g), 302 and 303 of ERISA, without regard to waivers andvariances; (ii) each Plan which is intended to be a qualified planunder Section 401(a) of the Code as currently in effect has beendetermined by the Internal Revenue Service to be qualified underSection 401(a) of the Code and the trust related thereto is exemptfrom federal income tax under Section 501(a) of the Code; (iii)neither any Borrower nor any member of the Controlled Group hasincurred any liability to the PBGC other than for the payment ofpremiums, and there are no premium payments which have become duewhich are unpaid; (iv) no Plan has been terminated by the planadministrator thereof nor by the PBGC, and there is no occurrencewhich would cause the PBGC to institute proceedings under Title IVof ERISA to terminate any Plan; (v) at this time, the current valueof the assets of each Plan exceeds the present value of the accruedbenefits and other liabilities of such Plan and neither any Borrowernor any member of the Controlled Group knows of any facts orcircumstances which would materially change the value of such assetsand accrued benefits and other liabilities; (vi) neither anyBorrower nor any member of the Controlled Group has breached in anymaterial respect any of the responsibilities, obligations or dutiesimposed on it by ERISA with respect to any Plan; (vii) neither anyBorrower nor any member of the Controlled Group has incurred anyliability for any excise tax arising under Section 4971, 4972 or4980B of the Code, and no fact exists which could give rise to anysuch liability; (viii) neither any Borrower nor any member of theControlled Group nor any fiduciary of, nor any trustee to, any Plan,has engaged in a “prohibited transaction” described in Section 406of the ERISA or Section 4975 of the Code nor taken any action noromitted to take any action which would constitute or result in aTermination Event with respect to any such Plan which is subject toERISA; (ix) each Borrower and each member of the Controlled Grouphas made all contributions due and payable with respect to eachPlan; (x) there
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exists no event described in Section 4043(b) ofERISA, for whichthe thirty (30) day notice period has not been waived; (xi)neither any Borrower nor any member of the Controlled Group has anyfiduciary responsibility for investments with respect to any planexisting for the benefit of persons other than employees or formeremployees of any Borrower or any member of the Controlled Group;(xii) except as listed on Schedule 5.8(d) hereto, neither anyBorrower nor any member of the Controlled Group maintains or isrequired to contribute to any Plan which provides health, accidentor life insurance benefits to former employees, their spouses ordependents, other than in accordance with Section 4980B of the Code;(xiii) neither any Borrower nor any member of the Controlled Grouphas withdrawn, completely or partially, within the meaning ofSection 4203 or 4205 of ERISA, from any Multiemployer Plan so as toincur liability under the Multiemployer Pension Plan Amendments Actof 1980 and there exists no fact which would reasonably be expectedto result in any such liability; and (xiv) no Plan fiduciary (asdefined in Section 3(21) of ERISA) has any liability for breach offiduciary duty or for any failure in connection with theadministration or investment of the assets of a Plan**;**in each case(i) — (xiv) with respect to any member of the Controlled Groupother than the Borrowers or any Subsidiary that could reasonably beexpected to have a Material Adverse Effect.          (e) Upon the Effective Date, Section 9.15 shall be deleted in its entirety and replaced asfollows:ERISA Notices and Requests. Except as hereinafterprovided in this Section, furnish Agent with prompt written noticein the event that (i) any Borrower or any member of the ControlledGroup knows or has reason to know that a Termination Event hasoccurred, together with a written statement describing suchTermination Event and the action, if any, which such Borrower orany member of the Controlled Group has taken, is taking, orproposes to take with respect thereto and, when known, any actiontaken or threatened by the Internal Revenue Service, Department ofLabor or PBGC with respect thereto, (ii) any Borrower or anymember of the Controlled Group knows or has reason to know that aprohibited transaction (as defined in Sections 406 of ERISA or4975 of the Code) has occurred together with a written statementdescribing such transaction and the action which such Borrower orany member of the Controlled Group has taken, is taking orproposes to take with respect thereto, (iii) a funding waiverrequest has been filed with respect to any Plan together with allcommunications received by any
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Borrower or any member of theControlled Group with respect to such request, (iv) any increasein the benefits of any existing Plan or the establishment of any new Plan or the commencement ofcontributions to any Plan to which any Borrower or any member ofthe Controlled Group was not previously contributing shall occur,(v) any Borrower or any member of the Controlled Group shallreceive from the PBGC a notice of intention to terminate a Plan orto have a trustee appointed to administer a Plan, together withcopies of each such notice, (vi) any Borrower or any member of theControlled Group shall receive any favorable or unfavorabledetermination letter from the Internal Revenue Service regardingthe qualification of a Plan under Section 401(a) of the Code,together with copies of each such letter; (vii) any Borrower orany member of the Controlled Group shall receive a noticeregarding the imposition of withdrawal liability, together withcopies of each such notice; (viii) any Borrower or any member ofthe Controlled Group shall fail to make a required installment orany other required payment to a Plan on or before the due date forsuch installment or payment; (ix) any Borrower or any member ofthe Controlled Group knows that (a) a Multiemployer Plan has beenterminated, (b) the administrator or plan sponsor of aMultiemployer Plan intends to terminate a Multiemployer Plan, or(c) the PBGC has instituted or will institute proceedings underSection 4042 of ERISA to terminate a Multiemployer Plan. Withrespect to the Borrowers and each Subsidiary, the events describedin (i) through (ix) above required prompt written notice and, withrespect to any other member of the Controlled Group, promptwritten notice will be required if any such event results, orcould reasonably be expected to result, in liability to anyBorrower or any of their Subsidiaries.     **Section 3.****Ancillary Agreements.** (a) Upon the effectiveness of the Transaction, theSubordination Agreement by and among the Ampersand Guarantors, Borrowers,Holdings, and the Agent, dated as of August 14, 2009 (“SubordinationAgreement”), shall be terminated, all obligations of Borrowers and Holdingsto the Ampersand Guarantors pursuant to the Subordination Agreement shall becancelled and all references to the Subordination Agreement in the LoanAgreement shall be deleted.     **Section 4.****Conditions Precedent****.**This Amendment shall be effective on the date (suchdate, the “Effective Date”) when each of the following conditions precedent shall have occurred:
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 (a) Agent shall have received this Amendment, duly executed anddelivered by an authorized officer of each of the Borrowers and the Lenders andthe Guarantors. (b) Agent shall have received a fully executed copy of theLetter of Intent and the Transaction Documents (together with all exhibits andschedules thereto); (c) Agent shall have received a copy of the resolutions in formand substance reasonably satisfactory to Agent, of the board of directors ofeach Borrower, authorizing the execution and delivery of, and the performanceof such Borrower’s obligations under, this Amendment, the Transaction Documentsand any related agreements, in each case certified by the secretary or anassistant secretary (or other appropriate officer) of such Borrower, as of theEffective Date; and each such certificate shall state that the resolutionsthereby certified have not been amended, modified, revoked or rescinded as ofthe date of such certificate. (d) No Event of Default or Default shall have occurred and becontinuing on the Effective Date, or would exist after giving effect to thetransactions contemplated by this Amendment. (e) No litigation, investigation or proceeding before or by anyarbitrator or Governmental Body shall be continuing or, to the knowledge of anyBorrower, threatened against any Borrower or against the officers or directorsof any Borrower (A) in connection with this Amendment, the Loan Agreement, theOther Documents, the Letter of Intent or any of the transactions contemplatedhereby or thereby and which, in the reasonable opinion of Agent, is deemedmaterial or (B) which, in the reasonable opinion of Agent, could reasonably beexpected to have a Material Adverse Effect; and (ii) no injunction, writ,restraining order or other order of any nature materially adverse to anyBorrower or the conduct of such Borrower’s business or inconsistent with thedue consummation of the transactions contemplated by this Amendment (including,without limitation, the Transaction) shall have been issued by any GovernmentalBody. (f) All of the conditions precedent set forth in Section 8.2 ofthe Loan Agreement and in the Transaction Documents shall have been satisfied.     **Section 5.****Conditions Subsequent.** Each of the Borrowers covenant and agree that nolater than 180 days after the closing of the Transaction, the Avatech credit facility and thecredit facility in connection with the Loan Agreement shall be amended, restated and consolidatedinto one agreement or such other agreements reasonably acceptable to PNC Business Credit.
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     **Section 6.****Representations and Warranties****.**Each of the Borrowers represents andwarrants (which representations and warranties shall be true at the time of the Borrowers’execution of this Amendment, and shall survive the execution, delivery and acceptance hereof by theparties hereto and the closing of the transactions contemplated herein or related hereto) to theLenders and the Agent that: (a) Each Borrower has full power, authority and legal right toenter into this Amendment, and the other documents to be executed by it inconnection herewith, and to perform all of their respective obligationshereunder and thereunder. The Amendment has been duly executed and deliveredby each Borrower and constitutes the legal, valid and binding obligation ofeach Borrower, enforceable in accordance with its terms, except as suchenforceability may be limited by any applicable bankruptcy, insolvency,moratorium or similar laws affecting creditors’ rights generally. Theexecution, delivery and performance of this Amendment and the transactionscontemplated herein (i) are within each Borrower’s corporate powers, have beenduly authorized by all necessary corporate action, are not in contravention ofany Applicable Law or the terms of each Borrower’s by-laws, certificate orarticles of incorporation or other applicable documents relating to eachBorrower’s formation or to the conduct of each Borrower’s business, (ii) willnot conflict with or violate any law or regulation, or any judgment, order ordecree of any Governmental Body applicable to or binding upon the Borrowers ortheir property, (iii) will not require the Consent of any Governmental Body orany other Person (other than any consents that have been or will be obtained onor prior to the Effective Date), and (iv) will not conflict with, nor result inany breach of any of the provisions of, or constitute a default under or resultin the creation of any Lien (except Permitted Encumbrances) upon any asset ofany Borrower under the provisions of, any material agreement, or other documentto which any Borrower is a party or by which it or its property may be bound,including the Letter of Intent. (b) After giving effect to the transactions contemplated bythis Amendment, each Borrower is solvent, able to pay its debts as they mature,has capital sufficient to carry on its business and all businesses in which itis about to engage, and (i) as of the Effective Date, the fair present saleablevalue of its assets, calculated on a going concern basis, is in excess of theamount of its liabilities and (ii) subsequent to the Effective Date, the fairsaleable value of its assets (calculated on a going concern basis) will be inexcess of the amount of its liabilities. (c) The Borrowers have delivered to Agent complete copies ofthe Letter of Intent and the Transaction Documents (including all exhibits,schedules and disclosure letters referred to therein or delivered pursuantthereto, if any) and all amendments thereto, waivers relating thereto and otherside
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   letters or agreements affecting the terms thereof. None of such documentsand agreements has been amended or supplemented, nor have any of the provisionsthereof been waived, except pursuant to a written agreement or instrument whichhas heretofore been delivered to Agent. (d) On the Effective Date, and after giving effect to thetransactions contemplated by this Amendment, no Default or Event of Default hasoccurred and is continuing. (e) All representations, warranties and schedules set forth inor annexed to the Loan Agreement are true and correct in all material respectson and as of the Effective Date (except to the extent any such representationsand warranties specifically relate to a specific date, in which case suchrepresentations and warranties were true and correct in all material respectson and as of such other specific date).     **Section 7.****Acknowledgement of Guarantors**. By execution of this Amendment, eachGuarantor hereby covenants and agrees that its Guaranty shall remain in full force and effect andshall continue to cover all of the Borrowers’ Obligations to Agent and Lenders in accordance withits respective Guaranty.     **Section 8.****Acknowledgment of Ampersand 2006 Limited**. By execution of this Amendment,Ampersand 2006 Limited, as agent for the Ampersand Guarantors, confirms that on or prior to theEffective Date, the Subordinated Indebtedness will be exchanged for equity interests in RWW LLC;that the Subordinated Loan Documents will be terminated, cancelled and are of no further force oreffect; and all security interests and liens upon any and all properties and assets of theBorrowers heretofore granted to the Ampersand Guarantors will be released and terminated.     **Section 9.****Confirmation of Indebtedness****.**Borrowers confirm and acknowledge that as ofthe close of business on July __, 2010, Borrowers were indebted to Agent and Lenders for theAdvances under the Loan Agreement without any deduction, defense, setoff, claim or counterclaim, ofany nature, in the aggregate principal amount of ($____________), due on account of RevolvingAdvances and ($_________) on account of undrawn Letters of Credit, plus in each case allfees, costs and expenses incurred to date in connection with the Loan Agreement and the OtherDocuments.     **Section 10.****General Provisions**. (a) Except as herein expressly amended, the Loan Agreement, theOther Documents and any other agreements, documents, instruments andcertificates executed in connection therewith, are ratified and confirmed inall respects and shall remain in full force and effect in accordance with theirrespective terms. (b) From and after the Effective Date, all references in thisAmendment, the Loan Agreement and the Other Documents to “this Loan Agreement,”
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   “the Loan Agreement”, “hereof,” “herein,” “therein” or similar terms, shallmean and refer to the Loan Agreement as amended by this Amendment. (c) The captions at various places in this Amendment areintended for convenience only and do not constitute and shall not beinterpreted as part of this Amendment.  (d) This Amendment may be executed in any number of and by different parties hereto on separatecounterparts, all of which, when so executed, shall be deemed an original, but all suchcounterparts shall constitute one and the same agreement. Any signature delivered by a party byfacsimile or email transmission shall be deemed to be an original signature hereto
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**IN WITNESS WHEREOF,**the parties hereto have caused this Amendment to be duly executed by theirrespective officers thereunto duly authorized as of the day and year first above written.      **LENDER AND AGENT:****PNC BANK, NATIONAL ASSOCIATION**