Prepared by MerrillDirect





Exhibit
10.2


MASTER LOAN AND SECURITY AGREEMENT


                           THIS AGREEMENT dated as of July
28, 1999, is made by Eligix, Inc. (the "Borrower"), a Delaware
corporation having its principal place of business and chief executive office
at 200 Boston Avenue, Medford, Massachusetts, 02139 in favor of Transamerica
Business Credit Corporation, a Delaware corporation (the "Lender"),
having its principal office at Riverway II, West Office Tower, 9399 West
Higgins Road, Rosemont, Illinois 60018.


             WHEREAS, the Borrower has
requested that the Lender make Loans to it from time to time; and


             WHEREAS, the Lender has
agreed to make such Loans on the terms and conditions of this Agreement.


             NOW, THEREFORE, in
consideration of the premises and to induce the Lender to extend credit, the
Borrower hereby agrees with the Lender as follows:


             SECTION 
1.   DEFINITIONS.


             As used herein, the following terms
shall have the following meanings, and shall be equally applicable to both the
singular and plural forms of the terms defined:


Agreement
shall mean this Master Loan and Security Agreement together with all schedules
and exhibits hereto, as amended, supplemented, or otherwise modified from time
to time.


Applicable
Law shall mean the laws of
the State of Illinois (or any other jurisdiction whose laws are mandatorily
applicable notwithstanding the parties' choice of Illinois law) or the laws of
the United States of America, whichever laws allow the greater interest, as
such laws now exist or may be changed or amended or come into effect in the future.


Business
Day shall mean any day
other than a Saturday, Sunday, or public holiday or the equivalent for banks in
New York City.


Code
shall have the meaning specified in Section 8(d).


Collateral
shall have the meaning specified in Section 2.


Effective
Date shall mean the date on
which all of the conditions specified in Section 3.3 shall have been satisfied.


Equipment
shall have the meaning specified in Section 2.


Event
of Default shall mean any event
specified in Section 7.


Financial
Statements shall have the meaning
specified in Section 6.1.


GAAP
shall mean generally accepted accounting principles in the United States of
America, as in effect from time to time.


Loans
shall mean the loans and financial accommodations made by the Lender to the
Borrower in accordance with the terms of this Agreement and the Notes.


Loan
Documents shall mean,
collectively, this Agreement, the Notes, and all other present and future
documents, agreements, certificates, instruments, and opinions delivered by the
Borrower under, in connection with or relating to this Agreement, or any other
present or future instrument or agreement between Lender and Borrower, as each
of the same may be amended, modified, extended, restated or supplemented from
time to time.


Material
Adverse Change shall mean, with
respect to any Person, a material adverse change in the business, prospects,
operations, results of operations, assets, liabilities, or condition (financial
or otherwise) of such Person taken as a whole.


Material
Adverse Effect shall mean, with
respect to any Person, a material adverse effect on the business, prospects,
operations, results of operations, assets, liabilities, or condition (financial
or otherwise) of such Person taken as a whole.


Note
shall mean each Promissory Note made by the Borrower in favor of the Lender, as
amended, supplemented, or otherwise modified from time to time.


Obligations
shall mean and include all loans (including the Loans), advances, debts,
liabilities, obligations, covenants and duties owing by Borrower to Lender of
any kind or nature, present or future, whether or not evidenced by the Note or
any note, guaranty or other in­strument, whether or not arising under or in
connection with, this Agreement, any other Loan Document or any other present
or future instrument or agreement, whether or not for the payment of money,
whether arising by reason of an extension of credit, opening, guaran­teeing or
confirming of a letter of credit, loan, guaranty, in­demnification or in any
other manner, whether direct or indi­rect (including those acquired by
assignment, purchase, dis­count or otherwise), whether absolute or contingent,
due or to become due, now due or hereafter arising and however ac­quired
(including without limitation all loans previously made by Lender to
Borrower).  The term includes, without
limitation, all interest (including interest accruing on or after an
bankruptcy, whether or not an allowed claim), charges, expenses, com­mitment,
facility, closing and collateral management fees, letter of credit fees,
reasonable attorneys' fees, taxes and any other sum properly chargeable to
Borrower under this Agreement, the other Loan Documents or any other present or
future agreement between Lender and Borrower.


Permitted
Liens shall mean such of the
following as to which no enforcement, collection, execution, levy, or
foreclosure proceeding shall have been commenced:  (a) liens for taxes, assessments, and other governmental
charges or levies or the claims or demands of landlords, carriers,
warehousemen, mechanics, laborers, materialmen, and other like Persons arising
by operation of law in the ordinary course of business for sums which are not
yet due and payable, or liens which are being contested in good faith by
appropriate proceedings diligently conducted and with respect to which adequate
reserves are maintained to the extent required by GAAP; (b) deposits or
pledges to secure the payment of worker's compensation, unemployment insurance,
or other social security benefits or obligations, public or statutory obligations,
surety or appeal bonds, bid or performance bonds, or other obligations of a
like nature incurred in the ordinary course of business; (c) licenses,
leases, in the ordinary course of business, restrictions, or covenants for or
on the use of the Equipment which do not materially impair either the use of
the Equipment in the operation of the business of the Borrower or the value of
the Equipment; (d) attachment or judgment liens that do not constitute an Event
of Default; (e) liens in favor of customs and revenue authorities; and (f)
easements and similar encumbency affecting real property.


Person
shall mean any individual, sole proprietorship, partnership, limited liability
partnership, joint venture, trust, unincorporated organization, association, corporation,
limited liability company, institution, entity, party, or government (including
any division, agency, or department thereof), and the successors, heirs, and
assigns of each.


Schedule
shall mean each Schedule in the form of Schedule A hereto delivered by the
Borrower to the Lender from time to time.





Solvent
means, with respect to any Person, that as of the date as to which such
Person's solvency is measured:


             (a)         the
fair saleable value of its assets is in excess of the total amount of its liabilities
(including contingent liabilities as valued in accordance with GAAP) as they
become absolute and matured;


             (b)        it
has sufficient capital to conduct its business; and


             (c)         it
is able generally to meet its debts as they mature.


Taxes
shall have the meaning specified in Section 5.5.


             SECTION 
2.   CREATION
OF SECURITY INTEREST; COLLATERAL. Subject to Permitted Liens,
the Borrower hereby assigns and grants to the Lender a continuing general,
first priority lien on, and security interest in, all the Borrower's right,
title, and interest in and to the collateral described in the next sentence
(the "Collateral") to secure the payment and performance of all the
Obligations.  The Collateral consists of
all equipment set forth on all the Schedules delivered from time to time under
the terms of this Agreement (the "Equipment"), together with all
present and future additions, parts, accessories, attachments, substitutions,
repairs, improvements, and replacements thereof or thereto, and any and all
proceeds thereof, including, without limitation, proceeds of insurance and all
manuals, blueprints, know-how, warranties, and records in connection therewith,
all rights against suppliers, warrantors, manufacturers, sellers, or others in
connection therewith, and together with all substitutes for any of the
foregoing.


             SECTION 
3.   THE
CREDIT FACILITY.


                           SECTION 
3.1.             Borrowings.
Subject to the provisions herein, Lender hereby agrees to make Loans to the
Borrower, provided that,each Loan shall be in an amount not less than $35,000,
and in no event shall the sum of the aggregate Loans made exceed the amount of
the Lender's written commitment to the Borrower in effect from time to
time.  Notwithstanding anything herein
to the contrary, the Lender shall be obligated to make the initial Loan and
each other Loan only after the Lender determines via reasonable business
judgment that the applicable conditions for borrowing contained in Sections 3.3
and 3.4 are satisfied.  The timing and
financial scope of Lender's obligation to make Loans hereunder are limited as
set forth in a commitment letter executed by Lender and Borrower, dated as of May
5, 1999 and attached hereto as Exhibit A (the "Commitment
Letter"). If there is a conflict between the terms of the Commitment
Letter and the terms herein, the terms herein shall govern and control.


                           SECTION 
3.2.             Application
of Proceeds.  The Borrower
shall not directly or indirectly use any proceeds of the Loans, or cause,
assist, suffer, or permit the use of any proceeds of the Loans, for any purpose
other than for the purpose set forth in the Commitment Letter.


                           SECTION 
3.3.             Conditions
to Initial Loan.


             (a)         The
obligation of the Lender to make the initial Loan is subject to the Lender's
receipt of the following, each dated the date of the initial Loan or as of an
earlier date acceptable to the Lender, in form and substance reasonably
satisfactory to the Lender and its counsel:


                           (i)          completed requests for information
(Form UCC-11) listing all effective Uniform Commercial Code financing statements
naming the Borrower as debtor and all tax lien, judgment, and litigation
searches for the Borrower as the Lender shall deem reasonably necessary;



                           (ii)         Uniform Commercial Code financing
statements (Form UCC-1) duly executed by the Borrower (naming the Lender as
secured party and the Borrower as debtor and in form acceptable for filing in
all jurisdictions that the Lender deems necessary to perfect the security
interests granted to it hereunder) and, if applicable, termination statements
or other releases duly filed in all jurisdictions that the Lender deems
necessary to perfect and protect the priority of the security interests granted
to it hereunder in the Equipment related to such initial Loan;



                           (iii)        a Note duly executed by the Borrower
evidencing the amount of such Loan;



                           (iv)       certificates of insurance required under
Section 5.4 of this Agreement together with loss payee endorsements for all
such policies naming the Lender as lender loss payee and as an additional
insured;



                           (v)        a certificate of the Secretary or an
Assistant Secretary of the Borrower (“Secretary’s Certificate”) certifying  (A) that attached to the Secretary’s
Certificate is a true, complete, and accurate copy of the resolutions of the
Board of Directors of the Borrower authorizing the execution, delivery, and
performance of this Agreement, the other Loan Documents, and the transactions
contemplated hereby and thereby,  and
that such resolutions have not been amended or modified since the date of such
certification and are in full force and effect; (B) the incumbency, names,
and true signatures of the officers of the Borrower authorized to sign the Loan
Documents to which it is a party; (C) that
attached to the Secretary's Certificate is a true and correct copy of the
Articles or Certificate of Incorporation of the Company, as amended, which
Articles or Certificate of Incorporation have not been further modified,
repealed or rescinded and are in full force and effect; (D) that attached to
the Secretary's Certificate of the Borrower is a true and correct copy of the
Bylaws, as amended, which Bylaws of the Company have not been further modified,
repealed or rescinded and are in full force and effect; and (E) that attached
to the Secretary's Certificate  is a
valid Certificate of Good Standing issued by the Secretary of the State of the
Borrower’s state of incorporation; and



                           (vi)       such other agreements and instruments as
the Lender deems necessary in its reasonable discretion in connection with the
transactions contemplated hereby.



             (b)        There
shall be no pending or, to the knowledge of the Borrower after due inquiry,
threatened litigation, proceeding, inquiry, or other action (i) seeking an
injunction or other restraining order, damages, or other relief with respect to
the transactions contemplated by this Agreement or the other Loan Documents or
thereby or (ii) which affects or 
is reasonably likely to affect the business, prospects, operations,
assets, liabilities, or condition (financial or otherwise) of the Borrower,
except, in the case of clause (ii), where such litigation, proceeding,
inquiry, or other action could reasonably not be expected to have a Material
Adverse Effect in the reasonable judgment of the Lender.


             (c)         The
Borrower shall have paid all fees and expenses required to be paid by it to the
Lender as of such date.


             (d)        The
security interests in the Equipment related to the initial Loan granted in
favor of the Lender under this Agreement shall have been duly perfected and
shall constitute first priority liens subject to Permitted Liens.


                           SECTION 
3.4.             Conditions
Precedent to Each Loan.  The
obligation of the Lender to make each Loan is subject to the satisfaction of
the following conditions precedent:


             (a)         the
Lender shall have received the documents, agreements, and instruments set forth
in Section 3.3(a)(i) through (v) applicable to such Loan, each in form and
substance satisfactory to the Lender and its counsel and each dated the date of
such Loan or as of an earlier date acceptable to the Lender;


             (b)        the
Lender shall have received a Schedule of the Equipment related to such Loan, in
form and substance satisfactory to the Lender and its counsel, and the security
interests in such Equipment related to such Loan granted in favor of the Lender
under this Agreement shall have been duly perfected and shall constitute first
priority liens subject to Permitted Liens;


             (c)         all
representations and warranties contained in this Agreement and the other Loan
Documents shall be true and correct on and as of the date of such Loan as if then
made, other than representations and warranties that expressly relate solely to
an earlier date, in which case they shall have been true and correct as of such
earlier date;


             (d)        no
Event of Default or event which with the giving of notice or the passage of
time, or both, would constitute an Event of Default shall have occurred and be
continuing or would result from the making of the requested Loan as of the date
of such request; and


             (e)         the
Borrower shall be deemed to have hereby reaffirmed and ratified all security
interests, liens, and other encumbrances heretofore granted by the Borrower to
the Lender.


             SECTION 
4.   THE
BORROWER'S REPRESENTATIONS AND WARRANTIES.


                           SECTION 
4.1.             Good
Standing; Qualified to do Business. 
The Borrower (a) is duly organized, validly existing, and in good
standing under the laws of the State of its organization, (b) has the
power and authority to own its properties and assets and to transact the
businesses in which it is presently, or proposes to be, engaged, and (c) is
duly qualified and authorized to do business and is in good standing in every
jurisdiction in which the failure to be so qualified  is reasonably likely to have a Material Adverse Effect on
(i) the Borrower, (ii) the Borrower's ability to perform its obligations
under the Loan Documents, or (iii) the rights of the Lender hereunder.


                           SECTION 
4.2.             Due
Execution, etc.  The
execution, delivery, and performance by the Borrower of each of the Loan
Documents to which it is a party are within the powers of the Borrower, do not
contravene the organizational documents, if any, of the Borrower, and do not
(a) violate any law or regulation, or any order or decree of any court or
governmental authority, (b) conflict with or result in a breach of, or
constitute a default under, any material indenture, mortgage, or deed of trust
or any material lease, agreement, or other instrument binding on the Borrower
or any of its properties, or (c) require the consent, authorization by, or
approval of or notice to or filing or registration with any governmental
authority or other Person.  This
Agreement is, and each of the other Loan Documents to which the Borrower is or
will be a party, when delivered hereunder or thereunder, will be, the legal,
valid, and binding obligation of the Borrower enforceable against the Borrower
in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, or similar laws affecting creditors' rights generally
and by general principles of equity.


                           SECTION 
4.3.             Solvency; No
Liens.  The Borrower is
Solvent and will be Solvent upon the completion of all transactions
contemplated to occur hereunder (including, without limitation, the Loan to be
made on the Effective Date); the security interests granted herein constitute
and shall at all times constitute the first and only liens on the Collateral
other than Permitted Liens; and the Borrower is, or will be at the time
additional Collateral is acquired by it, the absolute owner of the Collateral
with full right to pledge, sell, consign, transfer, and create a security
interest therein, free and clear of any and all claims or liens in favor of any
other Person other than Permitted Liens.


                           SECTION 
4.4.             No
Judgments, Litigation.  No
judgments are outstanding against the Borrower nor is there now pending or, to
the best of the Borrower's knowledge after diligent inquiry, threatened any
litigation, contested claim, or governmental proceeding by or against the
Borrower except judgments and pending or threatened litigation, contested claims,
and governmental proceedings which would not, in the aggregate, have a Material
Adverse Effect on the Borrower.


                           SECTION 
4.5.             No Defaults.  The Borrower is not in default or has not
received a notice of default under any material contract, lease, or commitment
to which it is a party or by which it is bound.  The Borrower knows of no dispute regarding any contract, lease,
or commitment which  is reasonably
likely to  have a Material Adverse
Effect on the Borrower.


                           SECTION 
4.6.             Collateral
Locations.  On the date
hereof, each item of the Collateral is located at the place of business
specified in the applicable Schedule.


                           SECTION 
4.7.             No Events of
Default.  No Event of Default
has occurred and is continuing.


                           SECTION 
4.8.             No
Limitation on Lender's Rights. 
Except as permitted herein, none of the Collateral is subject to
contractual obligations that may restrict or inhibit the Lender's rights or
abilities to sell or dispose of the Collateral or any part thereof after the
occurrence of an Event of Default.


                           SECTION 
4.9.             Perfection
and Priority of Security Interest. 
Subject to Permitted Liens, this Agreement creates a valid and, upon
completion of all required filings of financing statements, perfected first
priority and exclusive security interest in the Collateral, securing the
payment of all the Obligations to the extent such security interest can be
perfected by the filing of financing statements.


                           SECTION 
4.10.           Model and
Serial Numbers.  The
Schedules set forth the true and correct model number and serial number of each
item of Equipment that constitutes Collateral.


                           SECTION 
4.11.           Accuracy and
Completeness of Information. 
All data, reports, and information heretofore, contemporaneously, or
hereafter furnished by or on behalf of the Borrower in writing to the Lender or
for purposes of or in connection with this Agreement or any other Loan
Document, or any transaction contemplated hereby or thereby, are or will be
true and accurate in all material respects on the date as of which such data, reports,
and information are dated or certified and not incomplete by omitting to state
any material fact necessary to make such data, reports, and information not
misleading at such time.  There are no
facts now known to the Borrower which individually or in the aggregate would
reasonably be expected to have a Material Adverse Effect and which have not
been specified herein, in the Financial Statements, or in any certificate,
opinion, or other written statement previously furnished by the Borrower to the
Lender.


                           SECTION 
4.12.           Price of
Equipment.  The cost of each
item of Equipment does not exceed the fair and usual price for such type of
equipment purchased in like quantity and reflects all discounts, rebates and
allowances for the Equipment (including, without limitation, discounts for
advertising, prompt payment, testing, or other services) given to the Borrower
by the manufacturer, supplier, or any other person.


             SECTION   5.  COVENANTS
OF THE BORROWER.


                           SECTION 
5.1.             Existence,
etc.  The Borrower shall:  (a) retain its existence and its
current yearly accounting cycle, (b) maintain in full force and effect all
licenses, bonds, franchises, leases, trademarks, patents, contracts, and other
rights necessary or desirable to the profitable conduct of its business unless
the failure to do so could not reasonably be expected to have a Material
Adverse Effect on the Borrower, (c) continue in, and limit its operations
to, the same general lines of business as those presently conducted by it, and
(d) comply with all applicable laws and regulations of any federal, state,
or local governmental authority, except for such laws and regulations the
violations of which would not, in the aggregate, have a Material Adverse Effect
on the Borrower.


                           SECTION 
5.2.             Notice to the
Lender.  As soon as possible,
and in any event within five Business Days after the Borrower learns of the
following, the Borrower will give written notice to the Lender of (a) any
proceeding instituted or threatened to be instituted by or against the Borrower
in any federal, state, local, or foreign court or before any commission or
other regulatory body (federal, state, local, or foreign) involving a sum,
together with the sum involved in all other similar proceedings, in excess of
$100,000 in the aggregate, (b) any contract that is terminated or amended and
which has had or could reasonably be expected to have a Material Adverse Effect
on the Borrower, (c) the occurrence of any Material Adverse Change with
respect to the Borrower, and (d) the occurrence of any Event of Default or
event or condition which, with notice or lapse of time or both, would
constitute an Event of Default, together with a statement of the action which
the Borrower has taken or proposes to take with respect thereto.


                           SECTION   5.3.            Maintenance
of Books and Records.  The
Borrower will maintain books and records pertaining to the Collateral in such
detail, form, and scope as the Lender shall require in its commercially
reasonable judgment.  The Borrower
agrees that the Lender or its agents may enter upon the Borrower's premises at
any time and from time to time during normal business hours after notice to the
Borrower, and at any time upon the occurrence and continuance of an Event of
Default, for the purpose of inspecting the Collateral and any and all records
pertaining thereto.


                           SECTION 
5.4.             Insurance.  The Borrower will maintain insurance on the
Collateral under such policies of insurance, with such insurance companies, in
such amounts, and covering such risks as are at all times reasonably
satisfactory to the Lender.  All such
policies shall be made payable to the Lender, in case of loss, under a standard
non-contributory "lender" or "secured party" clause and are
to contain such other provisions as the Lender may reasonably require to
protect the Lender's interests in the Collateral and to any payments to be made
under such policies.  Certificates of
insurance policies are to be delivered to the Lender, premium prepaid, with the
loss payable endorsement in the Lender's favor, and shall provide for not less
than thirty days' prior written notice to the Lender, of any alteration or
cancellation of coverage.  If the
Borrower fails to maintain such insurance, the Lender may arrange for (at the
Borrower's expense and without any responsibility on the Lender's part for)
obtaining the insurance.  Following the
occurrence of an Event of Default, and while the same continues, unless the
Lender shall otherwise agree with the Borrower in writing, the Lender shall
have the sole right, in the name of the Lender or the Borrower, to file claims
under any insurance policies, to receive and give acquittance for any payments
that may be payable thereunder, and to execute any endorsements, receipts,
releases, assignments, reassignments, or other documents that may be necessary
to effect the collection, compromise, or settlement of any claims under any
such insurance policies.


                           SECTION 
5.5.             Taxes.  The Borrower will pay, when due, all taxes,
assessments, claims, and other charges ("Taxes") lawfully levied or
assessed against the Borrower or the Collateral other than taxes that are being
diligently contested in good faith by the Borrower by appropriate proceedings
promptly instituted and for which an adequate reserve is being maintained by
the Borrower in accordance with GAAP. 
If any Taxes remain unpaid after the date fixed for the payment thereof,
or if any lien shall be claimed therefor, then, without notice to the Borrower,
but on the Borrower's behalf, the Lender may pay such Taxes, and the amount thereof
shall be included in the Obligations.


                           SECTION 
5.6.             Borrower to
Defend Collateral Against Claims; Fees on Collateral.  The Borrower will defend the Collateral
against all claims and demands of all Persons at any time claiming the same or
any interest therein.  The Borrower will
not permit any notice creating or otherwise relating to liens on the Collateral
or any portion thereof to exist or be on file in any public office other than
Permitted Liens.  The Borrower shall
promptly pay, when payable, all transportation, storage, and warehousing
charges and license fees, registration fees, assessments, charges, permit fees,
and taxes (municipal, state, and federal) which may now or hereafter be imposed
upon the ownership, leasing, renting, possession, sale, or use of the
Collateral, other than taxes on or measured by the Lender's income and fees,
assessments, charges, and taxes which are being contested in good faith by
appropriate proceedings diligently conducted and with respect to which adequate
reserves are maintained to the extent required by GAAP.


                           SECTION   5.7.            No Change of
Location, Structure, or Identity. 
The Borrower will not (a) change the location of its chief executive
office or establish any place of business other than those specified herein or
(b) move or permit the movement of any item of Collateral from the
location specified in the applicable Schedule, except that the Borrower may
change its chief executive office and keep Collateral at other locations within
the United States provided that the Borrower has delivered to the Lender (i)
prior written notice thereof and (ii) duly executed financing statements and
other agreements and instruments (all in form and substance satisfactory to the
Lender) necessary to perfect and maintain in favor of the Lender a first
priority security interest in the Collateral subject to Permitted Liens.  Notwithstanding anything to the contrary in
the immediately preceding sentence, the Borrower may keep any Collateral
consisting of motor vehicles or rolling stock at any location in the United
States provided that the Lender's security interest in any such Collateral is
conspicuously marked on the certificate of title thereof and the Borrower has
complied with the provisions of Section 5.9.


                           SECTION 
5.8.             Use of
Collateral; Licenses; Repair. 
The Collateral shall be operated by competent, qualified personnel in
connection with the Borrower's business purposes, for the purpose for which the
Collateral was designed and in accordance with applicable operating instructions,
laws, and government regulations, and the Borrower shall use every commercially
reasonable precaution to prevent loss or damage to the Collateral from fire and
other hazards.  The Collateral shall not
be used or operated for personal, family, or household purposes.  The Borrower shall procure and maintain in
effect all orders, licenses, certificates, permits, approvals, and consents
required by federal, state, or local laws or by any governmental body, agency,
or authority in connection with the delivery, installation, use, and operation
of the Collateral.  The Borrower shall
keep all of the Equipment in a satisfactory state of repair and satisfactory
operating condition in accordance with industry standards, and will make all
repairs and replacements when and where necessary and practical.  The Borrower will not waste or destroy the
Equipment or any part thereof, and will not be negligent in the care or use
thereof.  Other than tenant
improvements, the Equipment shall not be annexed or affixed to or become part
of any realty without the Lender's prior written consent.


                           SECTION 
5.9.             Further
Assurances.  The Borrower
will, promptly upon request by the Lender, execute and deliver or use its best
efforts to obtain any document required by the Lender other than landlord
disclaimer (including, without limitation, warehouseman or processor
disclaimers, mortgagee waivers, or subordination agreements with respect to the
Obligations and the Collateral), give any notices, execute and file any
financing statements, mortgages, or other documents (all in form and substance
satisfactory to the Lender), mark any chattel paper, deliver any chattel paper
or instruments to the Lender, and take any other actions that are necessary to
perfect or continue the perfection and the first priority subject to Permitted
Liens of the Lender's security interest in the Collateral, to protect the
Collateral against the rights, claims, or interests other than Permitted Liens
of any Persons, or to effect the purposes of this Agreement.  The Borrower hereby authorizes the Lender to
file one or more financing or continuation statements, and amendments thereto,
relating to all or any part of the Collateral without the signature of the
Borrower where permitted by law.  A
carbon, photographic, or other reproduction of this Agreement or any financing
statement covering the Collateral or any part thereof shall be sufficient as a
financing statement where permitted by law. 
To the extent required under this Agreement, the Borrower will pay all
costs reasonably incurred in connection with any of the foregoing.


                           SECTION 
5.10.           No
Disposition of Collateral. 
The Borrower will not in any way hypothecate or create or permit to
exist any lien, security interest, charge, or encumbrance on or other interest
in any of the Collateral, except for the lien and security interest granted
hereby and Permitted Liens  , and the
Borrower will not sell, transfer, assign, pledge, collaterally assign,
exchange, or otherwise dispose of any of the Collateral.  In the event the Collateral, or any part
thereof, is sold, transferred, assigned, exchanged, or otherwise disposed of in
violation of these provisions, the security interest of the Lender shall
continue in such Collateral or part thereof notwithstanding such sale,
transfer, assignment, exchange, or other disposition, and the Borrower will
hold the proceeds thereof in a separate account for the benefit of the
Lender.  Following such a sale, the
Borrower will transfer such proceeds to the Lender in kind.


                           SECTION 
5.11.           No
Limitation on Lender's Rights. 
The Borrower will not enter into any contractual obligations which may
restrict or inhibit the Lender's rights or ability to sell or otherwise dispose
of the Collateral or any part thereof.


                           SECTION 
5.12.           Protection
of Collateral.  Upon notice
to the Borrower (provided that if an Event of Default has occurred and is
continuing the Lender need not give any notice), the Lender shall have the
right at any time to make any payments and do any other acts the Lender may
reasonably deem necessary to protect its security interests in the Collateral,
including, without limitation, the rights to satisfy, purchase, contest, or
compromise any encumbrance, charge, or lien which, in the reasonable judgment
of the Lender, appears to be prior to or superior to the security interests
granted hereunder other than Permitted Liens, and appear in, and defend any
action or proceeding purporting to affect its security interests in, or the
value of, any of the Collateral.  The
Borrower hereby agrees to reimburse the Lender for all payments made and
expenses incurred under this Agreement including reasonable fees, expenses, and
disbursements of attorneys and paralegals (including the allocated costs of
in-house counsel) acting for the Lender, including any of the foregoing
payments under, or acts taken to protect its security interests in, any of the
Collateral, which amounts shall be secured under this Agreement, and agrees it
shall be bound by any payment made or act taken by the Lender hereunder absent
the Lender's gross negligence or willful misconduct.  The Lender shall have no obligation to make any of the foregoing
payments or perform any of the foregoing acts.


                           SECTION 
5.13.           Delivery of
Items.  The Borrower will
(a) promptly (but in no event later than three Business Days) after its
receipt thereof, deliver to the Lender any documents or certificates of title
issued with respect to any property included in the Collateral, and any
promissory notes, letters of credit or instruments related to or otherwise in
connection with any property included in the Collateral, which in any such case
come into the possession of the Borrower, or shall cause the issuer thereof to
deliver any of the same directly to the Lender, in each case with any necessary
endorsements in favor of the Lender and (b) deliver to the Lender as soon
as available copies of any and all press releases and other similar
communications issued by the Borrower.


                           SECTION 
5.14.           Solvency.  The Borrower shall be and remain Solvent at
all times.


                           SECTION 
5.15.           Fundamental
Changes.  The Borrower shall
not (a) amend or modify its name, unless the Borrower delivers to the
Lender thirty days prior to any such proposed amendment or modification written
notice of such amendment or modification and within ten days before such
amendment or modification delivers executed Uniform Commercial Code financing
statements (in form and substance satisfactory to the Lender) or (b) merge or
consolidate with any other entity, which would result in a material adverse
change or  make any  material adverse change in its capital
structure , in each case without the Lender's prior written consent which shall
not be unreasonably withheld.


                           SECTION 
5.16            Negative
Covenants.    The Borrower will
not in any way hypothecate or create or permit to exist any lien, security
interest, charge, or encumbrance on or other interest in any of its
intellectual property in connection with any indebtedness of the Borrower,
except Permitted Liens.  Notwithstanding
the foregoing, Borrower shall not be prohibited from (i) pledging or otherwise
committing its intellectual property in order to engage in a joint venture or
in connection with a merger or acquisition which has been consented to by the
Lender or (ii) granting licenses to use its intellectual property to third
parties in the ordinary course of business.


                           SECTION 
5.17.           Additional
Requirements.  The Borrower
shall take all such further actions and execute all such further documents and
instruments as the Lender may reasonably request.


             SECTION 
6.   FINANCIAL
STATEMENTS.  Until the
payment and satisfaction in full of all Obligations, the Borrower shall deliver
to the Lender the following financial information:


                           SECTION 
6.1.             Annual
Financial Statements.  As
soon as available, but not later than 120 days after the end of each fiscal
year of the Borrower and its consolidated subsidiaries, the consolidated
balance sheet, income statement, and statements of cash flows and shareholders
equity for the Borrower and its consolidated subsidiaries (the "Financial
Statements") for such year, audited by independent certified public
accountants without an adverse qualification; and


                           SECTION 
6.2.             Quarterly
Financial Statements.  As
soon as available, but not later than 60 days after the end of each of the
first three fiscal quarters in any fiscal year of the Borrower and its
consolidated subsidiaries, the Financial Statements for such fiscal quarter,
together with a certification duly executed by a responsible officer of the
Borrower that such Financial Statements have been prepared in accordance with
GAAP and are fairly stated in all material respects (subject to normal year-end
audit adjustments).


             SECTION 
7.   EVENTS OF
DEFAULT.  The occurrence
of any of the following events shall constitute an Event of Default hereunder:


                           (a)         the Borrower shall fail to pay within
five days of when due any amount required to be paid by the Borrower under or
in connection with any Note and this Agreement;


                           (b)        any representation or warranty made or
deemed made by the Borrower under or in connection with any Loan Document or
any Financial Statement shall prove to have been false or incorrect in any
material respect when made;


                           (c)         the Borrower shall fail to perform or
observe (i) any of the terms, covenants or agreements contained in Sections
5.4, 5.7, 5.10, 5.14, or 5.15 hereof or (ii) any other term, covenant, or
agreement contained in any Loan Document (other than the other Events of
Default specified in this Section 7) and such failure remains unremedied for
the earlier of fifteen days from (A) the date on which the Lender has given the
Borrower written notice of such failure and (B) the date on which the Borrower
knew or should have known of such failure;


                           (d)        any material provision of any Loan Document
to which the Borrower is a party shall for any reason cease to be valid and
binding on the Borrower, or the Borrower shall so state;


                           (e)         dissolution, liquidation, winding up,
or cessation of the Borrower's business, failure of the Borrower generally to
pay its debts as they mature, admission in writing by the Borrower of its
inability generally to pay its debts as they mature, or calling of a meeting of
the Borrower's creditors for purposes of compromising any of the Borrower's
debts;


                           (f)         the commencement by or against the
Borrower of any bankruptcy, insolvency, arrangement, reorganization,
receivership, or similar proceedings under any federal or state law and, in the
case of any such involuntary proceeding, such proceeding remains undismissed or
unstayed for sixty days following the commencement thereof, or any action by
the Borrower is taken authorizing any such proceedings;


                           (g)        an assignment for the benefit of
creditors is made by the Borrower, whether voluntary or involuntary, the
appointment of a trustee, custodian, receiver, or similar official for the
Borrower or for any substantial property of the Borrower, or any action by the
Borrower authorizing any such proceeding;


                           (h)        the Borrower shall default in
(i) the payment of principal or interest on any indebtedness in excess of
$100,000 (other than the Obligations) beyond the period of grace, if any,
provided in the instrument or agreement under which such indebtedness was
created; or (ii) the observance or performance of any other agreement or
condition relating to any such indebtedness or contained in any instrument or
agreement relating thereto, or any other event shall occur or condition exist,
the effect of which default or other event or condition is to cause, or to
permit the holder or holders of such indebtedness to cause, with the giving of
notice if required, such indebtedness to become due prior to its stated
maturity; or (iii) any loan or other agreement under which the Borrower has
received financing from Transamerica Corporation or any of its affiliates;


                           (i)          the Borrower suffers or sustains a
Material Adverse Change;


                           (j)          any tax lien, other than a Permitted
Lien, is filed of record against the Borrower and is not bonded or discharged
within ten Business Days;


                           (k)         any judgment which has had or could
reasonably be expected to have a Material Adverse Effect on the Borrower and
such judgment shall not be stayed, vacated, bonded, or discharged within sixty
days;


                           (l)          any material covenant, agreement, or
obligation, made by the Borrower and contained in or evidenced by any of the
Loan Documents shall cease to be enforceable, or shall be determined to be
unenforceable, in accordance with its terms; the Borrower shall deny or
disaffirm the Obligations under any of the Loan Documents or any liens granted
in connection therewith; or any liens granted on any of the Collateral in favor
of the Lender shall be determined to be void, voidable, or invalid, or shall
not be given the priority contemplated by this Agreement; or


                           (m)        there is a change, which change results
from a single transaction or series of related transactions, but not from the
sale of newly issued securities to investors, in more than 35% of the ownership
of any equity interests of the Borrower on the date hereof or more than 49.5%
of such interests become subject to any contractual, judicial, or statutory
lien, charge, security interest, or encumbrance.


             SECTION 
8.   REMEDIES.  If any Event of Default shall have occurred
and be continuing:


                           (a)         The Lender may, without prejudice to
any of its other rights under any Loan Document or Applicable Law, declare all
Obligations to be immediately due and payable (except with respect to any Event
of Default set forth in Section 7(f) hereof, in which case all Obligations
shall automatically become immediately due and payable without necessity of any
declaration) without presentment, representation, demand of payment, or
protest, which are hereby expressly waived.


                           (b)        The Lender may take possession of the
Collateral and, for that purpose may enter, with the aid and assistance of any
person or persons, any premises where the Collateral or any part hereof is, or
may be placed, and remove the same.


                           (c)         The obligation of the Lender, if any,
to make additional Loans or financial accommodations of any kind to the
Borrower shall immediately terminate.


                           (d)        The Lender may exercise in respect of
the Collateral, in addition to other rights and remedies provided for herein
(or in any Loan Document) or otherwise available to it, all the rights and
remedies of a secured party under the applicable Uniform Commercial Code (the
"Code") whether or not the Code applies to the affected Collateral
and also may (i) require the Borrower to, and the Borrower hereby agrees
that it will at its expense and upon request of the Lender forthwith, assemble
all or part of the  Collateral as
directed by the Lender and make it available to the Lender at a place to be
designated by the Lender that is reasonably convenient to both parties and
(ii) without notice except as specified below, sell the Collateral or any
part thereof in one or more parcels at public or private sale, at any of the
Lender's offices or elsewhere, for cash, on credit, or for future delivery, and
upon such other terms as the Lender may deem commercially reasonable.  The Borrower agrees that, to the extent
notice of sale shall be required by law, at least ten days' notice to the
Borrower of the time and place of any public sale or the time after which any
private sale is to be made shall constitute reasonable notification.  The Lender shall not be obligated to make
any sale of Collateral regardless of notice of sale having been given.  The Lender may adjourn any public or private
sale from time to time by announcement at the time and place fixed therefor,
and such sale may, without further notice, be made at the time and place to
which it was so adjourned.


                           (e)         All cash proceeds received by the
Lender in respect of any sale of, collection from, or other realization upon
all or any part of the Collateral may, in the discretion of the Lender, be held
by the Lender as collateral for, or then or at any time thereafter applied in
whole or in part by the Lender against, all or any part of the Obligations in
such order as the Lender shall elect. 
Any surplus of such cash or cash proceeds held by the Lender and
remaining after the full and final payment of all the Obligations shall be paid
over to the Borrower or to such other Person to which the Lender may be
required under applicable law, or directed by a court of competent
jurisdiction, to make payment of such surplus.


             SECTION 
9.    MISCELLANEOUS
PROVISIONS.


                           SECTION 
9.1.             Notices.  Except as otherwise provided herein, all
notices, approvals, consents, correspondence, or other communications required
or desired to be given hereunder shall be given in writing and shall be
delivered by overnight courier, hand delivery, or certified or registered mail,
postage prepaid, if to the Lender, then to Transamerica Technology Finance
Division, 76 Batterson Park Road, Farmington, Connecticut 06032,
Attention:  Assistant Vice President,
Lease Administration, with a copy to the Lender at Riverway II, West Office
Tower, 9399 West Higgins Road, Rosemont, Illinois  60018, Attention:  Legal
Department, and if to the Borrower, then to Eligix, Inc., 200 Boston Avenue, Medford,
Massachusetts  02139, Attention: President
and Chief Financial Officer or such other address as shall be designated by the
Borrower or the Lender to the other party in accordance herewith.  All such notices and correspondence shall be
effective when received.


                           SECTION   9.2.            Headings.  The headings in this Agreement are for
purposes of reference only and shall not affect the meaning or construction of
any provision of this Agreement.


                           SECTION 
9.3.             Assignments.  The Borrower shall not have the right to
assign any Note or this Agreement or any interest therein unless the Lender
shall have given the Borrower prior written consent and the Borrower and its
assignee shall have delivered assignment documentation in form and substance
satisfactory to the Lender in its sole discretion.  The Lender may assign its rights and delegate its obligations
under any Note or this Agreement.


                           SECTION 
9.4.             Amendments,
Waivers, and Consents.  Any
amendment or waiver of any provision of this Agreement and any consent to any
departure by the Borrower from any provision of this Agreement shall be
effective only by a writing signed by the Lender and shall bind and benefit the
Borrower and the Lender and their respective successors and assigns, subject,
in the case of the Borrower, to the first sentence of Section 9.3.


                           SECTION 
9.5.             Interpretation
of Agreement.  Time is of the
essence in each provision of this Agreement of which time is an element.  All terms not defined herein or in a Note
shall have the meaning set forth in the applicable Code, except where the
context otherwise requires.  To the
extent a term or provision of this Agreement conflicts with any Note, or any
term or provision thereof, and is not dealt with herein with more specificity,
this Agreement shall control with respect to the subject matter of such term or
provision.  Acceptance of or
acquiescence in a course of performance rendered under this Agreement shall not
be relevant in determining the meaning of this Agreement even though the
accepting or acquiescing party had knowledge of the nature of the performance
and opportunity for objection.


                           SECTION 
9.6.             Continuing
Security Interest.  This
Agreement shall create a continuing security interest in the Collateral and
shall (i) remain in full force and effect until the indefeasible payment
in full of the Obligations, (ii) be binding upon the Borrower and its
successors and assigns and (iii) inure, together with the rights and
remedies of the Lender hereunder, to the benefit of the Lender and its
successors, transferees, and assigns.


                           SECTION 
9.7.             Reinstatement.  To the extent permitted by law, this
Agreement and the rights and powers granted to the Lender hereunder and under
the Loan Documents shall continue to be effective or be reinstated if at any
time any amount received by the Lender in respect of the Obligations is
rescinded or must otherwise be restored or returned by the Lender upon the
insolvency, bankruptcy, dissolution, liquidation, or reorganization of the
Borrower or upon the appointment of any receiver, intervenor, conservator,
trustee, or similar official for the Borrower or any substantial part of its
assets, or otherwise, all as though such payments had not been made.


                           SECTION 
9.8.             Survival of Provisions.  All representations, warranties, and
covenants of the Borrower contained herein shall survive the execution and
delivery of this Agreement, and shall terminate only upon the full and final
payment and performance by the Borrower of the Obligations secured hereby.


                           SECTION 
9.9.             Indemnification.  The Borrower agrees to indemnify and hold
harmless the Lender and its directors, officers, agents, employees, and counsel
from and against any and all costs, expenses, claims, or liability incurred by the
Lender or such Person hereunder and under any other Loan Document or in
connection herewith or therewith, unless such claim or liability shall be due
to willful misconduct or gross negligence on the part of the Lender or such
Person.


                           SECTION 
9.10.           Counterparts;
Telecopied Signatures.  This
Agreement may be executed in counterparts, each of which when so executed and
delivered shall be an original, but both of which shall together constitute one
and the same instrument.  This Agreement
and each of the other Loan Documents and any notices given in connection
herewith or therewith may be executed and delivered by telecopier or other
facsimile transmission all with the same force and effect as if the same was a
fully executed and delivered original manual counterpart.


                           SECTION 
9.11.           Severability.  In case any provision in or obligation under
this Agreement or any Note or any other Loan Document shall be invalid,
illegal, or unenforceable in any jurisdiction, the validity, legality, and
enforceability of the remaining provisions or obligations, or of such provision
or obligation in any other jurisdiction, shall not in any way be affected or
impaired thereby.


                           SECTION 
9.12.           Delays;
Partial Exercise of Remedies. 
No delay or omission of the Lender to exercise any right or remedy
hereunder, whether before or after the happening of any Event of Default, shall
impair any such right or shall operate as a waiver thereof or as a waiver of
any such Event of Default.  No single or
partial exercise by the Lender of any right or remedy shall preclude any other
or further exercise thereof, or preclude any other right or remedy.


                           SECTION 
9.13.           Entire
Agreement.  The Borrower and
the Lender agree that this Agreement, the Schedule hereto, and the Commitment
Letter are the complete and exclusive statement and agreement between the
parties with respect to the subject matter hereof, superseding all proposals
and prior agreements, oral or written, and all other communications between the
parties with respect to the subject matter hereof.  Should there exist any inconsistency between the terms of the
Commitment Letter and this Agreement, the terms of this Agreement shall
prevail.


                           SECTION 
9.14.           Setoff.  In addition to and not in limitation of all
rights of offset that the Lender may have under Applicable Law, and whether or
not the Lender has made any demand or the Obligations of the Borrower have
matured, the Lender shall have the right to appropriate and apply to the
payment of the Obligations of the Borrower all deposits and other obligations
then or thereafter owing by the Lender to or for the credit or the account of
the Borrower.


                           SECTION 
9.15.           WAIVER OF
JURY TRIAL.   THE BORROWER
AND THE LENDER IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY
OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


                           SECTION 
9.16.           GOVERNING
LAW.  THE VALIDITY,
INTERPRETATION, AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.


                           SECTION 
9.17.           Venue;
Service of Process.  ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF ILLINOIS SITUATED IN COOK
COUNTY, OR OF THE UNITED STATES OF AMERICA FOR THE NORTHERN DISTRICT OF
ILLINOIS, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER HEREBY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.  THE BORROWER HEREBY IRREVOCABLY WAIVES, IN
CONNECTION WITH ANY SUCH ACTION OR PROCEEDING, (a) ANY OBJECTION,
INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON
THE GROUNDS OF FORUM NON CONVENIENS, THAT IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS AND
(b) THE RIGHT TO INTERPOSE ANY NONCOMPULSORY SETOFF, COUNTERCLAIM, OR
CROSS-CLAIM.  THE BORROWER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY
SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, TO THE BORROWER AT THE ADDRESS FOR IT
SPECIFIED IN SECTION 9.1 HEREOF. 
NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE LENDER TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST THE BORROWER IN ANY OTHER JURISDICTION, SUBJECT IN EACH
INSTANCE TO THE PROVISIONS HEREOF WITH RESPECT TO RIGHTS AND REMEDIES.


                           IN WITNESS WHEREOF, the
undersigned Borrower has caused this Agreement to be duly executed and
delivered by its proper and duly authorized officer as of the date first set
forth above.





 


	 	ELIGIX, INC.
	 	 
	 	By: /s/ Walter C. Ogier
	 	


	 	   Name: Walter C. Ogier
	 	   Title: President and C.E.O.
	 	Federal Tax ID:



Accepted
as of the

____ day of July, 1999


 


TRANSAMERICA
BUSINESS CREDIT CORPORATION


 


By:
/s/ Gary P. Moro

   Name: Gary P. Moro

   Title: Senior Vice President

             Credit










EXHIBIT
A


May 5, 1999


Revised


Mr. Walter Ogier

President & CEO

Eligix, Inc.

200 Boston Avenue

Medford, MA  02139


Dear Walter:


Transamerica Business Credit Corporation
– Technology Finance Division (“Lender”) is pleased to offer financing for the
Equipment described in this letter to Eligix, Inc. (“Borrower”).  This Commitment supersedes all prior
correspondence, proposals, and oral or other communications relating to
financing arrangements between Borrower and Lender.


The outline of this offer is as follows:


	Borrower:	Eligix,
  Inc.


	Lender:	Transamerica
  Business Credit Corporation–Technology Finance Division


	Equipment
  Cost:	Not
  to exceed $2,700,000 in the aggregate.


	Equipment
  and Tenant Improvements:	Various
  laboratory, office and computer equipment and Tenant Improvements.  Tenant Improvements are limited to
  $2,000,000.  All Equipment and Tenant
  Improvements subject to Lender approval prior to funding.


	Equipment
  Location:	Medford,
  Massachusetts


	Collateral:	Lender
  will require a perfected first priority security interest in all equipment
  financed with the Loans, including but not limited to all additions,
  accessions, improvements, replacements and attachments thereto and proceeds
  (including insurance proceeds) thereof (the “Collateral”).


	Anticipated
  Delivery:	2Q
  1999


	Negative
  Pledge:	Borrower
  will covenant that it will not in any manner encumber any of its intellectual
  property in connection with indebtedness, whether by liens, mortgages,
  security interests or otherwise.


	Loan
  Term Commencement:	Upon
  delivery of the Equipment or Tenant Improvements or upon each completion of
  deliveries of items of Equipment or Tenant Improvements with aggregate cost
  of not less than $35,000, but no later than January 15, 2000.


	Term:	From
  each Loan Term Commencement until 42 months from the first day of the month
  next following or coincident with that Loan Term Commencement.


	Payment
  Terms:	Monthly
  Rent equal to 2.877% of Equipment and Tenant Improvement cost will be payable
  monthly in advance.  The first month’s
  rent will be due in advance.


	 	Lender
  reserves the right to increase the rate set forth above as of the date each
  Loan Term commences commensurate to the change in the weekly average of the
  interest rates of like term U.S. Treasury Securities (as published in the
  Wall Street Journal) from the week ending December 18, 1998 (4.38%) to the
  week preceding the commencement of that Loan Term.  As of the date each Loan Term commences, the Monthly Payment
  will be fixed for that entire Loan Term. 
  A schedule of the actual Monthly Payments will be provided by the
  Lender following commencement of each Loan Term.


	Interim
  Rent:	Interim
  Rent will accrue from each Loan Term Commencement until the next following
  first day of a month (unless the Loan Term Commencement is on the first day
  of a month).  Interim Rent will be at
  the daily equivalent of the currently adjusted Monthly or Quarterly Rent
  Payment.


	Warrant
  Coverage:	As
  an inducement to the Lender to provide financing on the terms generally
  outlined herein, Borrower will grant to Lender Warrants to purchase 80,000
  shares of the common stock of the Borrower at an exercise price per share
  equal to $1.50.  The Warrants will be
  exercisable for 5 years from the date of issuance.  The Lender will have the option to exercise the Warrants
  without payment of the exercise price and receive only that number of shares
  which represents the value of the difference between the fair market value of
  the shares and the exercise price (i.e., “net issuance” or “cashless
  exercise”).  Lender may retain or
  transfer the Warrants or the shares issuable thereunder, in whole or in part,
  whether or not Lender sells its rights under any Loan and/or its ownership of
  equipment to another Lender.


	Insurance:	Prior
  to any delivery of Equipment or Tenant Improvements, the Borrower will
  furnish confirmation of insurance acceptable to the Lender covering the
  Equipment and Tenant Improvements including primary, all risk, physical damage,
  property damage and bodily injury with appropriate loss payee endorsement in
  favor of the Lender.


	Balloon
  Payment:	At
  the end of each Loan Term, the Borrower will be obligated to make one final
  Balloon Payment equal to $1.00, plus any other amounts then due and owing to
  Lender.


	Additional
  Covenants:	There
  will be no actual or threatened conflict with, or violation of, any
  regulatory statute, standard or rule relating to the Borrower, its present or
  future operations, the Equipment, or Tenant Improvements.


	 	All
  information supplied by the Borrower or any Guarantor will be correct and
  will not omit any statement necessary to make the information supplied not be
  misleading.  There will be no material
  breach of the representations and warranties of the Borrower in the Loan or
  of the Guarantors in the guarantees. 
  The representations will include that the Equipment and Tenant
  Improvement Cost of each item of the Equipment and Tenant Improvement does
  not exceed the fair and usual price for like quantity purchased of such item
  and reflects all discounts, rebates and allowances for the Equipment and
  Tenant Improvements given to Borrower, any Guarantor or any affiliate of
  Borrower or any Guarantor by the manufacturer, supplier or anyone else
  including, without limitation, discounts for advertising, prompt payment,
  testing or other services.


	Conditions
  Precedent

  to Lending:	Each
  Loan will be subject to the following:


	 	1.	No
  material adverse change in the financial condition, operations or prospects
  of the Borrower prior to funding.  The
  Lender reserves the right to rescind any unused portion of its commitment in
  the event of a material adverse change in the financial condition, operation
  or prospects of the Borrower.


	 	2.	Completion
  of the documentation and final terms of the proposed financing satisfactory
  to Lender and Lender’s counsel.


	 	3.	Results
  of all due diligence, including lien, judgment and tax search and other
  matters Lender may request shall be satisfactory to Lender and Lender’s
  counsel.


	 	4.	Receipt
  by Lender of duly executed loan documentation in form and substance
  satisfactory to Lender and its counsel.


	 	5.	Lender
  shall receive a valid and perfected first priority lien and security interest
  in the Equipment and Lender shall have received satisfactory evidence that
  there are no liens on the Equipment except as expressly permitted herein.


	 	6.	Subject
  to satisfactory review by Lender’s scientific advisory board.


	 	7.	Subject
  to satisfactory review of Beckman Coulter license agreement and Beckman
  Coulter due diligence call.


	Fees
  and Expenses:	The
  Borrower will be responsible for the Lender’s reasonable expenses in
  connection with the transaction.

	 
	Law:	This
  letter and the proposed Loan are intended to be governed by and construed in
  accordance with Illinois law without regard to its conflict of law
  provisions.

	 
	Indemnity:	Borrower
  agrees to indemnify and to hold harmless Lender, and its officers, directors
  and employees against all claims, damages, liabilities and expenses which may
  be incurred by or asserted against any such person in connection with or
  arising out of this letter and the transactions contemplated hereby, other
  than claims, damages, liability, and expense resulting from such person’s
  gross negligence or willful misconduct.

	 
	Confidentiality:	This
  letter is delivered to you with the understanding that neither it nor its
  substance shall be disclosed publicly or privately to any third person except
  those who are in a confidential relationship to you (such as your legal
  counsel and accountants), or where the same is required by law and then only
  on the basis that it not be further disclosed, which conditions Borrower and
  its agent agree to be bound by upon acceptance of this letter.

	 
	 	Without
  limiting the generality of the foregoing, none of such persons shall use or
  refer to Lender or to any affiliate name in any disclosures made in
  connection with any of the transactions without Lender’s prior written
  consent.

	 
	 	Upon
  completion of the initial takedown by Borrower, the Borrower will no longer
  be required to obtain Lender’s prior written consent to disclose the
  transaction contemplated hereby.  In
  addition, the Borrower agrees to provide camera ready artwork of typestyles
  and logos of the Borrower for use in promotional material by the Lender.

	 
	Conditions
  of Acceptance:	This
  Commitment Letter is intended to be a summary of the most important elements
  of the agreement to enter into a loan transaction with Borrower, and it is
  subject to all requirements and conditions contained in Loan documentation
  proposed by Lender or its counsel in the course of closing the Loans
  described herein.  Not every provision
  that imposes duties, obligations, burdens, or limitations on Borrower is
  contained herein, but shall be contained in the final Loan documentation
  satisfactory to Lender and its counsel.

	 
	 	EACH
  OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO
  TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF
  OR RELATED TO THIS LETTER OR THE TRANSACTION DESCRIBED IN THIS LETTER.

	 
	Application
  Fee:	The
  $5,000 Application Fee previously paid by the Borrower will be first applied
  to the reasonable costs and expenses of the Lender in connection with the
  transaction, and any remainder shall be applied pro rata (based on the amount
  of each funding to the total amount of this commitment) to the second month’s
  payment due under the Loan.

	 
	Commitment
  Expiration:	This
  commitment shall expire on May 12, 1999 unless prior thereto either extended
  in writing by the Lender or accepted as provided below by the Borrower.

	 
					



Should you have any questions, please
call me.  If you wish to accept this
Commitment, please so indicate by signing and returning the enclosed duplicate
copy of this letter to me by May 12, 1999.


	 	Yours
  truly,


	 	TRANSAMERICA
  BUSINESS CREDIT CORP –

  TECHNOLOGY FINANCE DIVISION


	 	By:	/s/
  Gary P. Moro



Gary
  P. Moro
	 	 	Vice
  President



 


Accepted this 11th day of May,
1999.


ELIGIX, INC.


	By:	/s/
  Walter C. Ogier
	 	


	Name:	Walter
  C. Ogier
	Title:	President
  and CEO











FORM OF STOCK SUBSCRIPTION
WARRANT


TO PURCHASE COMMON STOCK


THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.  THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER
SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE AVAILABILITY OF AN
EXEMPTION FROM REGISTRATION UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.


No.

STOCK SUBSCRIPTION WARRANT


To Purchase Common Stock of


ELIGIX, INC. (the
"Company")


DATE OF INITIAL ISSUANCE:  June __, 1999


             THIS
CERTIFIES THAT for value received, TBCC FUNDING TRUST II or its registered assigns (hereinafter called the
"Holder") is entitled to purchase from the Company, at any time
during the Term of this Warrant, Eighty Thousand (80,000) shares of common
stock, $0.01 par value, of the Company (the "Common Stock"), at the
Warrant Price, payable as provided herein. 
The exercise of this Warrant shall be subject to the provisions,
limitations and restrictions herein contained, and may be exercised in whole or
in part.


SECTION 1.  Definitions.


             For
all purposes of this Warrant, the following terms shall have the meanings
indicated:


             Common
Stock - shall mean and include the Company's authorized Common Stock, $0.01 par
value, as constituted at the date hereof.


             Exchange
Act - shall mean the Securities Exchange Act of 1934, as amended from time to
time.


             Securities
Act - the Securities Act of 1933, as amended.


             Term of
this Warrant - shall mean the period beginning on the date of initial issuance hereof
and ending on June __, 2004.


             Warrant
Price - $1.50 per share, subject to adjustment in accordance with Section 5
hereof.


             Warrants
- this Warrant
and any other Warrant or Warrants issued in connection with a Commitment Letter
dated May 5, 1999 executed by the Company and Transamerica Business Credit
Corporation (the "Commitment Letter") to the original holder of this
Warrant, or any transferees from such original holder or this Holder.


             Warrant
Shares - shares of Common Stock purchased or purchasable by the Holder of this
Warrant upon the exercise hereof.


SECTION 2.  Exercise
of Warrant.


             2.1.       Procedure for Exercise of Warrant.  To exercise this Warrant in whole or in part (but
not as to any fractional share of Common Stock), the Holder shall deliver to
the Company at its office referred to in Section 12 hereof at any time and from
time to time during the Term of this Warrant: 
(i) the Notice of Exercise in the form attached hereto, (ii) cash,
certified or official bank check payable to the order of the Company, wire
transfer of funds to the Company's account, or evidence of any indebtedness of
the Company to the Holder (or any combination of any of the foregoing) in the
amount of the Warrant Price for each share being purchased, and (iii) this
Warrant.  Notwithstanding any provisions
herein to the contrary, if the Current Market Price (as defined in Section 5)
is greater than the Warrant Price (at the date of calculation, as set forth
below), in lieu of exercising this Warrant as hereinabove permitted, the Holder
may elect to receive shares of Common Stock equal to the value (as determined
below) of this Warrant (or the portion thereof being canceled) by surrender of
this Warrant at the office of the Company referred to in Section 12 hereof,
together with the Notice of Exercise, in which event the Company shall issue to
the Holder that number of shares of Common Stock computed using the following
formula:


CS
= WCS x (CMP-WP)

CMP


Where


	CS	equals
  the number of shares of Common Stock to be issued to the Holder
	 	 
	WCS	equals
  the number of shares of Common Stock purchasable under the Warrant or, if
  only a portion of the Warrant is being exercised, the portion of the Warrant
  being exercised (at the date of such calculation)
	 	 
	CMP	equals
  the Current Market Price (at the date of such calculation)
	 	 
	WP	equals
  the Warrant Price (as adjusted to the date of such calculation)




In the event of any exercise of the
rights represented by this Warrant, a certificate or certificates for the
shares of Common Stock so purchased, registered in the name of the Holder or
such other name or names as may be designated by the Holder, shall be delivered
to the Holder hereof within a reasonable time, not exceeding fifteen (15) days,
after the rights represented by this Warrant shall have been so exercised; and,
unless this Warrant has expired, a new Warrant representing the number of
shares (except a remaining fractional share), if any, with respect to which this
Warrant shall not then have been exercised shall also be issued to the Holder
hereof within such time.  The person in
whose name any certificate for shares of Common Stock is issued upon exercise
of this Warrant shall for all purposes be deemed to have become the holder of
record of such shares on the date on which the Warrant was surrendered and
payment of the Warrant Price and any applicable taxes was made, irrespective of
the date of delivery of such certificate, except that, if the date of such
surrender and payment is a date when the stock transfer books of the Company
are closed, such person shall be deemed to have become the holder of such
shares at the close of business on the next succeeding date on which the stock
transfer books are open.


             2.2.       Transfer Restriction Legend.  Each certificate for Warrant Shares shall bear the
following legend (and any additional legend required by (i) any applicable
state securities laws and (ii) any securities exchange upon which such Warrant
Shares may, at the time of such exercise, be listed) on the face thereof unless
at the time of exercise such Warrant Shares shall be registered under the
Securities Act:


"The
shares represented by this certificate have not been registered under the
Securities Act of 1933, as amended, and may not be sold or transferred in the
absence of such registration or an exemption therefrom under said Act."



Any certificate issued at any time in
exchange or substitution for any certificate bearing such legend (except a new
certificate issued upon completion of a public distribution under a
registration statement of the securities represented thereby) shall also bear
such legend unless, in the opinion of counsel for the holder thereof (which
counsel shall be reasonably satisfactory to counsel for the Company) the
securities represented thereby are not, at such time, required by law to bear
such legend.


SECTION 3.  Covenants
as to Common Stock.  The Company covenants and agrees that all shares of
Common Stock that may be issued upon the exercise of the rights represented by
this Warrant will, upon issuance, be validly issued, fully paid and
nonassessable, and free from all taxes, liens and charges with respect to the
issue thereof.  The Company further covenants
and agrees that it will pay when due and payable any and all federal and state
taxes which may be payable in respect of the issue of this Warrant or any
Common Stock or certificates therefor issuable upon the exercise of this
Warrant.  The Company further covenants
and agrees that the Company will at all times have authorized and reserved,
free from preemptive rights, a sufficient number of shares of Common Stock to
provide for the exercise of the rights represented by this Warrant.  The Company further covenants and agrees
that if any shares of capital stock to be reserved for the purpose of the
issuance of shares upon the exercise of this Warrant require registration with
or approval of any governmental authority under any federal or state law before
such shares may be validly issued or delivered upon exercise, then the Company
will in good faith and as expeditiously as possible endeavor to secure such
registration or approval, as the case may be. 
If and so long as the Common Stock issuable upon the exercise of this
Warrant is listed on any national securities exchange, the Company will, if
permitted by the rules of such exchange, list and keep listed on such exchange,
upon official notice of issuance, all shares of such Common Stock issuable upon
exercise of this Warrant.





SECTION 4.  Adjustment
of Number of Shares.  Upon each adjustment of the Warrant Price as
provided in Section 5, the Holder shall thereafter be entitled to purchase, at
the Warrant Price resulting from such adjustment, the number of shares
(calculated to the nearest tenth of a share) obtained by multiplying the
Warrant Price in effect immediately prior to such adjustment by the number of
shares purchasable pursuant hereto immediately prior to such adjustment and
dividing the product thereof by the Warrant Price resulting from such
adjustment.


SECTION 5.  Adjustment
of Warrant Price.  The Warrant Price shall be subject to adjustment
from time to time as follows:


             (i)          If, at any time during the Term of
this Warrant, the number of shares of Common Stock outstanding is increased by
a stock dividend payable in shares of Common Stock or by a subdivision or
split-up of shares of Common Stock, then, following the record date fixed for
the determination of holders of Common Stock entitled to receive such stock
dividend, subdivision or split-up, the Warrant Price shall be appropriately
decreased so that the number of shares of Common Stock issuable upon the
exercise hereof shall be increased in proportion to such increase in
outstanding shares.


             (ii)         If, at any time during the Term of this
Warrant, the number of shares of Common Stock outstanding is decreased by a
combination of the outstanding shares of Common Stock, then, following the
record date for such combination, the Warrant Price shall appropriately
increase so that the number of shares of Common Stock issuable upon the
exercise hereof shall be decreased in proportion to such decrease in
outstanding shares.


             (iii)        In case, at any time during the Term of
this Warrant, the Company shall declare a cash dividend upon its Common Stock
payable otherwise than out of earnings or earned surplus or shall distribute to
holders of its Common Stock shares of its capital stock (other than Common
Stock), stock or other securities of other persons, evidences of indebtedness
issued by the Company or other persons, assets (excluding cash dividends and
distributions) or options or rights (excluding options to purchase and rights
to subscribe for Common Stock or other securities of the Company convertible
into or exchangeable for Common Stock), then, in each such case, immediately
following the record date fixed for the determination of the holders of Common
Stock entitled to receive such dividend or distribution, the Warrant Price in
effect thereafter shall be determined by multiplying the Warrant Price in
effect immediately prior to such record date by a fraction of which the
numerator shall be an amount equal to the difference of (x) the Current Market
Price of one share of Common Stock minus (y) the fair market value (as
determined by the Board of Directors of the Company, whose determination shall
be conclusive) of the stock, securities, evidences of indebtedness, assets,
options or rights so distributed in respect of one share of Common Stock, and
of which the denominator shall be such Current Market Price.


             (iv)       All calculations under this Section 5
shall be made to the nearest cent or to the nearest one-tenth (1/10) of a
share, as the case may be.


             (v)        For the purpose of any computation
pursuant to this Section 5, the Current Market Price at any date of one share
of Common Stock shall be deemed to be the average of the daily closing prices
for the 15 consecutive business days ending on the last business day before the
day in question (as adjusted for any stock dividend, split, combination or reclassification
that took effect during such 15 business day period).  The closing price for each day shall be the last reported sales
price regular way or, in case no such reported sales took place on such day,
the average of the last reported bid and asked prices regular way, in either
case on the principal national securities exchange on which the Common Stock is
listed or admitted to trading or as reported by Nasdaq (or if the Common Stock
is not at the time listed or admitted for trading on any such exchange or if
prices of the Common Stock are not reported by Nasdaq then such price shall be
equal to the average of the last reported bid and asked prices on such day as
reported by The National Quotation Bureau Incorporated or any similar reputable
quotation and reporting service, if such quotation is not reported by The
National Quotation Bureau Incorporated); provided, however, that if the Common
Stock is not traded in such manner that the quotations referred to in this
clause (v) are available for the period required hereunder, the Current Market
Price shall be determined in good faith by the Board of Directors of the
Company or, if such determination cannot be made, by a nationally recognized
independent investment banking firm selected by the Board of Directors of the
Company (or if such selection cannot be made, by a nationally recognized
independent investment banking firm selected by the American Arbitration
Association in accordance with its rules).


             (vi)       Whenever the Warrant Price shall be
adjusted as provided in Section 5, the Company shall prepare a statement
showing the facts requiring such adjustment and the Warrant Price that shall be
in effect after such adjustment.  The
Company shall cause a copy of such statement to be sent by mail, first class
postage prepaid, to each Holder of this Warrant at its, his or her address
appearing on the Company's records. 
Where appropriate, such copy may be given in advance and may be included
as part of the notice required to be mailed under the provisions of subsection
(viii) of this Section 5.


             (vii)      Adjustments made pursuant to clauses (i),
(ii) and (iii) above shall be made on the date such dividend, subdivision,
split-up, combination or distribution, as the case may be, is made, and shall
become effective at the opening of business on the business day next following
the record date for the determination of stockholders entitled to such
dividend, subdivision, split-up, combination or distribution.


             (viii)     In the event the Company shall propose to
take any action of the types described in clauses (i), (ii), or (iii) of this
Section 5, the Company shall forward, at the same time and in the same manner,
to the Holder of this Warrant such notice, if any, which the Company shall give
to the holders of capital stock of the Company.


             (ix)        In any case in which the provisions of
this Section 5 shall require that an adjustment shall become effective
immediately after a record date for an event, the Company may defer until the
occurrence of such event issuing to the Holder of all or any part of this
Warrant which is exercised after such record date and before the occurrence of
such event the additional shares of capital stock issuable upon such exercise
by reason of the adjustment required by such event over and above the shares of
capital stock issuable upon such exercise before giving effect to such
adjustment exercise; provided, however, that the Company shall deliver to such
Holder a due bill or other appropriate instrument evidencing such Holder's
right to receive such additional shares upon the occurrence of the event
requiring such adjustment.





SECTION 6.  Ownership.


             6.1.       Ownership of This Warrant.  The Company may deem and treat the person in whose
name this Warrant is registered as the holder and owner hereof (notwithstanding
any notations of ownership or writing hereon made by anyone other than the
Company) for all purposes and shall not be affected by any notice to the
contrary until presentation of this Warrant for registration of transfer as
provided in this Section 6.


             6.2.       Transfer and Replacement.  This Warrant and all rights hereunder are
transferable in whole or in part upon the books of the Company by the Holder
hereof in person or by duly authorized attorney, and a new Warrant or Warrants,
of the same tenor as this Warrant but registered in the name of the transferee
or transferees (and in the name of the Holder, if a partial transfer is
effected) shall be made and delivered by the Company upon surrender of this
Warrant duly endorsed, at the office of the Company referred to in Section 12
hereof.  Upon receipt by the Company of
evidence reasonably satisfactory to it of the loss, theft or destruction, and,
in such case, of indemnity or security reasonably satisfactory to it, and upon
surrender of this Warrant if mutilated, the Company will make and deliver a new
Warrant of like tenor, in lieu of this Warrant; provided that if the Holder
hereof is an instrumentality of a state or local government or an institutional
holder or a nominee for such an instrumentality or institutional holder an
irrevocable agreement of indemnity by such Holder shall be sufficient for all
purposes of this Section 6, and no evidence of loss or theft or destruction
shall be necessary.  This Warrant shall
be promptly cancelled by the Company upon the surrender hereof in connection
with any transfer or replacement. 
Except as otherwise provided above, in the case of the loss, theft or
destruction of a Warrant, the Company shall pay all expenses, taxes and other
charges payable in connection with any transfer or replacement of this Warrant,
other than stock transfer taxes (if any) payable in connection with a transfer
of this Warrant, which shall be payable by the Holder.  Holder will not transfer this Warrant and
the rights hereunder except in compliance with federal and state securities
laws.


SECTION 7.  Mergers,
Consolidation, Sales.  In the case of any proposed consolidation or merger
of the Company with another entity, or the proposed sale of all or
substantially all of its assets to another person or entity, or any proposed
reorganization or reclassification of the capital stock of the Company, then,
as a condition of such consolidation, merger, sale, reorganization or
reclassification, lawful and adequate provision shall be made whereby the
Holder of this Warrant shall thereafter have the right to receive upon the
basis and upon the terms and conditions specified herein, in lieu of the shares
of the Common Stock of the Company immediately theretofore purchasable
hereunder, such shares of stock, securities or assets as may (by virtue of such
consolidation, merger, sale, reorganization or reclassification) be issued or
payable with respect to or in exchange for the number of shares of such Common
Stock purchasable hereunder immediately before such consolidation, merger,
sale, reorganization or reclassification. 
In any such case appropriate provision shall be made with respect to the
rights and interests of the Holder of this Warrant to the end that the
provisions hereof shall thereafter be applicable as nearly as may be, in
relation to any shares of stock, securities or assets thereafter deliverable
upon the exercise of this Warrant.





SECTION 8.  Notice
of Dissolution or Liquidation.  In case of any distribution of the assets of the
Company in dissolution or liquidation (except under circumstances when the
foregoing Section 7 shall be applicable), the Company shall give notice thereof
to the Holder hereof and shall make no distribution to shareholders until the
expiration of thirty (30) days from the date of mailing of the aforesaid notice
and, in any case, the Holder hereof may exercise this Warrant within thirty
(30) days from the date of the giving of such notice, and all rights herein
granted not so exercised within such thirty-day period shall thereafter become
null and void.


SECTION 9.  Notice
of Extraordinary Dividends.  If the Board of Directors of the Company shall
declare any dividend or other distribution on its Common Stock except out of
earned surplus or by way of a stock dividend payable in shares of its Common
Stock, the Company shall mail notice thereof to the Holder hereof not less than
thirty (30) days prior to the record date fixed for determining shareholders
entitled to participate in such dividend or other distribution, and the Holder
hereof shall not participate in such dividend or other distribution unless this
Warrant is exercised prior to such record date.  The provisions of this Section 9 shall not apply to distributions
made in connection with transactions covered by Section 7.


SECTION 10.  Fractional
Shares.  Fractional shares shall not be issued upon the
exercise of this Warrant but in any case where the Holder would, except for the
provisions of this Section 10, be entitled under the terms hereof to
receive a fractional share upon the complete exercise of this Warrant, the
Company shall, upon the exercise of this Warrant for the largest number of
whole shares then called for, pay a sum in cash equal to the excess of the
value of such fractional share (determined in such reasonable manner as may be
prescribed in good faith by the Board of Directors of the Company) over the
Warrant Price for such fractional share.


SECTION 11.  Special
Arrangements of the Company.  The Company covenants and agrees that during the
Term of this Warrant, unless otherwise approved by the Holder of this Warrant:


             11.1.    Will Reserve Shares.  The Company will reserve and set apart and have
available for issuance at all times, free from preemptive or other preferential
rights, the number of shares of authorized but unissued Common Stock
deliverable upon the exercise of this Warrant.


             11.2.    Will Not Amend Certificate.  The Company will not amend its Certificate of
Incorporation to eliminate as an authorized class of capital stock that class
denominated as "Common Stock" on the date hereof.


             11.3.    Will Bind Successors.  This Warrant shall be binding upon any corporation
or other person or entity succeeding to the Company by merger, consolidation or
acquisition of all or substantially all of the Company's assets.





SECTION 12.  Notices.  Any notice or other document required or permitted
to be given or delivered to the Holder shall be delivered at, or sent by
certified or registered mail to, the Holder at Transamerica Technology Finance
Division, 76 Batterson Park Road, Farmington, Connecticut 06032, Attention:
Assistant Vice President, Lease Administration, with a copy to the Lender at
Riverway II, West Office Tower, 9399 West Higgins Road, Rosemont, Illinois
60018, Attention:  Legal Department or
to such other address as shall have been furnished to the Company in writing by
the Holder.  Any notice or other
document required or permitted to be given or delivered to the Company shall be
delivered at, or sent by certified or registered mail to, the Company at 200
Boston Avenue, Medford, Massachusetts, 02139, Attention:  President and Chief Financial Officer or to
such other address as shall have been furnished in writing to the Holder by the
Company.  Any notice so addressed and
mailed by registered or certified mail shall be deemed to be given when so
mailed.  Any notice so addressed and
otherwise delivered shall be deemed to be given when actually received by the
addressee.


SECTION 13.  No
Rights as Stockholder; Limitation of Liability.  This Warrant shall not entitle the Holder to any of the rights of a
shareholder of the Company except upon exercise in accordance with the terms
hereof.  No provision hereof, in the
absence of affirmative action by the Holder to purchase shares of Common Stock,
and no mere enumeration herein of the rights or privileges of the Holder, shall
give rise to any liability of the Holder for the Warrant Price hereunder or as
a shareholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.


SECTION 14.  Law
Governing.  THE VALIDITY, INTERPRETATION, AND ENFORCEMENT OF
THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF ILLINOIS WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES
THEREOF.


SECTION 15.  Miscellaneous.  This Warrant and any provision hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by both parties (or any respective predecessor in interest
thereof).  The headings in this Warrant
are for purposes of reference only and shall not affect the meaning or
construction of any of the provisions hereof.


             IN WITNESS
WHEREOF, the Company has caused this Warrant to be signed by its duly authorized
officer this ________ day of _________, 1999.


ELIGIX, INC.



[CORPORATE SEAL]


	 	By:	 
	 	 	


	 	 	 
	 	Title:	 
	 	 	








FORM OF NOTICE OF EXERCISE


[To be signed only upon
exercise of the Warrant]


TO BE EXECUTED BY THE
REGISTERED HOLDER

TO EXERCISE THE WITHIN WARRANT


             The
undersigned hereby exercises the right to purchase _________ shares of Common
Stock which the undersigned is entitled to purchase by the terms of the within
Warrant according to the conditions thereof, and herewith


[check one]


	 	o	makes
  payment of $_________ therefor; or
	 	 	 
	 	o	directs
  the Company to issue ________ shares, and to withhold _____ shares in lieu of
  payment of the Warrant Price, as described in Section 2.1 of the Warrant.



All shares to be issued pursuant hereto
shall be issued in the name of and the initial address of such person to be
entered on the books of the Company shall be:


             The
shares are to be issued in certificates of the following denominations:


 


	 	 	


	 	 	[Type
  Name of Holder]
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	 	


	 	 	Title:	 
	 	 	 	


	Dated:	 	 	 
	 	

	 	 






FORM OF ASSIGNMENT

(ENTIRE)


[To be signed only upon transfer
of entire Warrant]


TO BE EXECUTED BY THE
REGISTERED HOLDER

TO TRANSFER THE WITHIN WARRANT


             FOR VALUE
RECEIVED ____________________ hereby sells, assigns and transfers unto
________________ all rights of the undersigned under and pursuant to the within
Warrant, and the undersigned does hereby irrevocably constitute and appoint
_______________________ Attorney to transfer the said Warrant on the books of
the Company, with full power of substitution.


 


	 	 	


	 	 	[Type
  Name of Holder]
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	 	


	 	 	Title:	 
	 	 	 	


	Dated:	 	 	 
	 	

	 	 



NOTICE


             The
signature to the foregoing Assignment must correspond to the name as written
upon the face of the within Warrant in every particular, without alteration or
enlargement or any change whatsoever.





FORM OF ASSIGNMENT

(PARTIAL)


[To be signed only upon partial
transfer of Warrant]


TO BE EXECUTED BY THE
REGISTERED HOLDER

TO TRANSFER THE WITHIN WARRANT


             FOR
VALUE RECEIVED ____________________ hereby sells, assigns and transfers unto
___________________ (i) the rights of the undersigned to purchase ________
shares of Common Stock under and pursuant to the within Warrant, and (ii) on a
non-exclusive basis, all other rights of the undersigned under and pursuant to
the within Warrant, it being understood that the undersigned shall retain,
severally (and not jointly) with the transferee(s) named herein, all rights
assigned on such non-exclusive basis. 
The undersigned does hereby irrevocably constitute and appoint
______________________________ Attorney to transfer the said Warrant on the
books of the Company, with full power of substitution.


 


	 	 	


	 	 	[Type
  Name of Holder]
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	 	


	 	 	Title:	 
	 	 	 	


	Dated:	 	 	 
	 	

	 	 



NOTICE


             The
signature to the foregoing Assignment must correspond to the name as written
upon the face of the within Warrant in every particular, without alteration or
enlargement or any change whatsoever.





PROMISSORY NOTE

1283-001


Date: August 9, 1999


FOR VALUE RECEIVED, the undersigned promises to pay to the order of
Transamerica Business Credit Corporation or its assigns (the "Payee")
at its office located at Riverway II, West Office Tower, 9399 West Higgins
Road, Rosemont, Illinois 60018, or at such other place as the Payee or the
holder hereof may designate in writing, the principal amount of Two Million
Three Hundred Seven Thousand Four Hundred Thirty Six and 46/100 Dollars
($2,307,436.46) received by the undersigned, plus interest, in lawful money of
the United States and in immediately available funds. This Note shall be
payable commencing with a first installment of One Hundred Eighteen Thousand
Fifty Nine and 15/100 Dollars ($118,059.15) payable on the date hereof and
thereafter in 41 consecutive equal monthly installments of Sixty Seven Thousand
Seven Hundred Seventy Four Dollars ($67,774.25) commencing October 1, 1999 and
a final installment payable on February 1, 2003 for the unpaid balance of the
Note. No amount of principal paid or prepaid hereunder may be reborrowed.


This Note is one of the Notes referred to in the Master Loan and Security
Agreement dated as of July 30, 1999 (as amended, supplemented or otherwise
modified from time to time, the "Agreement"), between the undersigned
and the Payee and is subject and entitled to all provisions and benefits
thereof. Capitalized terms used but not defined herein shall have the meanings
set forth in the Agreement.


If any installment of this Note is not paid within five days after its
due date, the undersigned agrees to pay on demand, in addition to the amount of
such installment, an amount equal to 5% of such installment, but only to the
extent permitted by Applicable Law.


The undersigned shall have the right to prepay this Note at any time on
or after October l, 2000, on thirty days' prior written notice to the
Payee. On the date of any such prepayment, the undersigned shall pay an amount
equal to the present value of the remaining payments (principal and interest)
due hereunder discounted at 8% simple interest, per annum,
together with all interest, fees and other amounts payable on the amount so
prepaid or in connection therewith to the date of such prepayment. Any
prepayments shall be applied to the installments hereof in the inverse order of
maturity.


Upon the maturity of this Note, the entire unpaid principal amount on
this Note, together with all interest, fees and other amounts payable hereon or
in connection herewith, shall be immediately due and payable without further
notice or demand, with interest on all such amounts at a rate not to exceed the
lawful limit, from the date of such maturity or acceleration, as the case may
be, until all such amounts have been paid. Upon default or the acceleration of
the maturity of this Note in accordance with the terms of the Agreement, the
entire unpaid principal amount on this Note, together with all interest, fees,
prepayment fees and charges in an amount equal to the present value of the
remaining payments (principal and interest) due hereunder discounted at 8%
simple interest per annum and other amounts payable hereon or in
connection herewith, shall be immediately due and payable without further
notice or demand, with interest on all such amounts at a rate not to exceed the
lawful limit, from the date of such maturity, default or acceleration, as the
case may be, until all such amounts have been paid.





If any payment on this Note becomes payable on a day other than a
Business Day, the maturity thereof shall be extended to the next succeeding
Business Day.


The undersigned hereby waives diligence, demand, presentment, protest
and notice of any kind, and assents to extensions of the time of payment,
release, surrender or substitution of security, or forbearance or other
indulgence, without notice.  The
undersigned agrees to pay all amounts under this Note without offset,
deduction, claim, counterclaim, defense or recoupment, all of which are hereby
waived.


The Payee, the undersigned and any other parties to the Loan Documents
intend to contract in strict compliance with applicable usury law from time to
time in effect. In furtherance thereof such Persons stipulate and agree that
none of the terms and provisions contained in the Loan Documents shall ever be
construed to create a contract to pay, for the use, forbearance or detention of
money, interest in excess of the maximum amount of interest permitted to be
charged by Applicable Law from time to time in effect. Neither the undersigned
nor any present or future guarantors, endorsers, or other Persons hereafter
becoming liable for payment of any Obligation shall ever be liable for unearned
interest thereon or shall ever be required to pay interest thereon in excess of
the maximum amount that may be lawfully charged under Applicable Law from time
to time in effect, and the provisions of this paragraph shall control over all
other provisions of the Loan Documents which may be in conflict or apparent
conflict herewith. The Payee expressly disavows any intention to charge or
collect excessive unearned interest or finance charges in the event the
maturity of any Obligation is accelerated. If (a) the maturity of any
Obligation is accelerated for any reason, (b) any Obligation is prepaid and as
a result any amounts held to constitute interest are determined to be in excess
of the legal maximum, or (c) the Payee or any other holder of any or all of the
Obligations shall otherwise collect amounts which are determined to constitute
interest which would otherwise increase the interest on any or all of the
Obligations to an amount in excess of that permitted to be charged by
Applicable Law then in effect, then all sums determined to constitute interest
in excess of such legal limit shall, without penalty, be promptly applied to
reduce the then outstanding principal of the related Obligations or, at the
Payee's or such holder's option, promptly returned to the undersigned upon such
determination. In determining whether or not the interest paid or payable,
under any specific circumstance, exceeds the maximum amount permitted under
Applicable Law, the Payee and the undersigned (and any other payors thereof)
shall to the greatest extent permitted under Applicable Law, (i) characterize
any non-principal payment as an expense, fee or premium rather than as
interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii)
amortize, prorate, allocate, and spread the total amount of interest through
the entire contemplated term of this Note in accordance with the amount
outstanding from time to time thereunder and the maximum legal rate of interest
from time to time in effect under Applicable Law in order to lawfully charge
the maximum amount of interest permitted under Applicable Law.


This Note may not be changed, modified or terminated orally, but only
by an agreement in writing signed by the undersigned and the Payee or any
holder hereof.





The undersigned shall, upon demand, pay to the Payee all reasonable
costs and expenses incurred by the Payee (including the fees and disbursements
of counsel and other professionals) in connection with the preparation,
execution and delivery of this Note and all other Loan Documents, and in
connection with the administration, modification and amendment of the Loan
Documents, and pay to the Payee all costs and expenses (including the fees and
disbursements of counsel and other professionals) paid or incurred by the Payee
in (A) enforcing or defending its rights under or in respect of this Note or
any of the other Loan Documents, (B) collecting any of the liabilities by the
undersigned to the Payee or otherwise administering the Loan Documents, (C)
foreclosing or otherwise collecting upon any collateral and (D) obtaining any
legal, accounting or other advice in connection with any of the foregoing.


This Note shall be binding upon the successors and assigns of the
undersigned and inure to the benefit of the Payee and its successors, endorsees
and assigns. If any term or provision of this Note shall be held invalid,
illegal or unenforceable, the validity of all other terms and provisions hereof
shall in no way be affected thereby.


EACH OF THE
UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE PAYEE HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING
UNDER OR RELATING TO THIS NOTE AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED
BEFORE A JUDGE SITTING WITHOUT A JURY.


THIS NOTE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
ILLINOIS WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.


	 	ELIGIX, INC.
	 	 	 
	 	By:	/s/ Walter C. Ogier
	 	 	


	 	 	Name: Walter C. Ogier
	 	 	Title: President & CEO






 


PROMISSORY NOTE

1283-002


Date:
December 29, 1999


 


FOR VALUE RECEIVED, the undersigned promises to pay to the order of
Transamerica Business Credit Corporation or its assigns (the "Payee")
at its office located at Riverway II, West Office Tower, 9399 West Higgins
Road, Rosemont, Illinois 60018, or at such other place as the Payee or the
holder hereof may designate in writing, the principal amount of Two Hundred
Sixty Seven Thousand Nine Hundred Forty and 52/100 Dollars ($267,940.52)
received by the undersigned, plus interest, in lawful money of the United
States and in immediately available funds. 
This Note shall be payable commencing with a first installment of Seven
Thousand Nine Hundred Twenty Two and 92/100 Dollars ($7,922.92) payable on the
date hereof and thereafter in 41 consecutive equal monthly installments of
Seven Thousand Nine Hundred Twenty Two and 92/100 Dollars ($7,922.92)
commencing February 1, 2000 and a final installment payable on July 1, 2003 in
the amount of One Dollar ($1.00), together with the remaining unpaid balance of
the Note.  No amount of principal paid
or prepaid hereunder may be reborrowed.


This Note is one of the Notes referred to in the Master Loan and
Security Agreement dated as of July 30, 1999 (as amended, supplemented or
otherwise modified from time to time, the "Agreement"), between the
undersigned and the Payee and is subject and entitled to all provisions and
benefits thereof.  Capitalized terms
used but not defined herein shall have the meanings set forth in the Agreement.


If any installment of this Note is not paid within five days after its
due date, the undersigned agrees to pay on demand, in addition to the amount of
such installment, an amount equal to 5% of such installment, but only to the
extent permitted by Applicable Law.


The undersigned shall have the right to prepay this Note at any time on
or after February 1, 2001, on thirty days' prior written notice to the
Payee.  On the date of any such
prepayment, the undersigned shall pay an amount equal to the present value of
the remaining payments (principal and interest) due hereunder discounted at 8%
simple interest per annum, together with all interest, fees and other amounts
payable on the amount so prepaid or in connection therewith to the date of such
prepayment.  Any prepayments shall be
applied to the installments hereof in the inverse order of maturity.


Upon the maturity of this Note, the entire unpaid principal amount on
this Note, together with all interest, fees and other amounts payable hereon or
in connection herewith, shall be immediately due and  payable without further notice or demand, with interest on all
such amounts at a rate not to exceed the lawful limit, from the date of such
maturity or acceleration, as the case may be, until all such amounts have been
paid.  Upon default or the acceleration
of the maturity of this Note in accordance with the terms of the Agreement, the
entire unpaid principal amount on this Note, together with all interest, fees,
prepayment fees and charges in an amount equal to the present value of the
remaining payments (principal and interest) due hereunder discounted at 8%
simple interest per annum and other amounts payable hereon or in connection
herewith, shall be immediately due and payable without further notice or
demand, with interest on all such amounts at a rate not to exceed the lawful
limit, from the date of such maturity, default or acceleration, as the case may
be, until all such amounts have been paid.





If any payment on this Note becomes payable on a day other than a
Business Day, the maturity thereof shall be extended to the next succeeding
Business Day.


The undersigned hereby waives diligence, demand, presentment, protest
and notice of any kind, and assents to extensions of the time of payment,
release, surrender or substitution of security, or forbearance or other
indulgence, without notice.  The
undersigned agrees to pay all amounts under this Note without offset,
deduction, claim, counterclaim, defense or recoupment, all of which are hereby
waived. 


The Payee, the undersigned and any other parties to the Loan Documents
intend to contract in strict compliance with applicable usury law from time to
time in effect.  In furtherance thereof
such Persons stipulate and agree that none of the terms and provisions
contained in the Loan Documents shall ever be construed to create a contract to
pay, for the use, forbearance or detention of money, interest in excess of the
maximum amount of interest permitted to be charged by Applicable Law from time
to time in effect.  Neither the
undersigned nor any present or future guarantors, endorsers, or other Persons
hereafter becoming liable for payment of any Obligation shall ever be liable
for unearned interest thereon or shall ever be required to pay interest thereon
in excess of the maximum amount that may be lawfully charged under Applicable
Law from time to time in effect, and the provisions of this paragraph shall
control over all other provisions of the Loan Documents which may be in conflict
or apparent conflict herewith.  The
Payee expressly disavows any intention to charge or collect excessive unearned
interest or finance charges in the event the maturity of any Obligation is
accelerated.  If (a) the maturity of any
Obligation is accelerated for any reason, (b) any Obligation is prepaid and as
a result any amounts held to constitute interest are determined to be in excess
of the legal maximum, or (c) the Payee or any other holder of any or all of the
Obligations shall otherwise collect amounts which are determined to constitute
interest which would otherwise increase the interest on any or all of the
Obligations to an amount in excess of that permitted to be charged by
Applicable Law then in effect, then all sums determined to constitute interest
in excess of such legal limit shall, without penalty, be promptly applied to
reduce the then outstanding principal of the related Obligations or, at the
Payee's or such holder's option, promptly returned to the undersigned upon such
determination.  In determining whether
or not the interest paid or payable, under any specific circumstance, exceeds
the maximum amount permitted under Applicable Law, the Payee and the
undersigned (and any other payors thereof) shall to the greatest extent
permitted under Applicable Law, (i) characterize any non-principal payment as
an expense, fee or premium rather than as interest, (ii) exclude voluntary
prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and
spread the total amount of interest through the entire contemplated term of
this Note in accordance with the amount outstanding from time to time
thereunder and the maximum legal rate of interest from time to time in effect
under Applicable Law in order to lawfully charge the maximum amount of interest
permitted under Applicable Law.


This Note may not be changed, modified or terminated orally, but only
by an agreement in writing signed by the undersigned and the Payee or any
holder hereof.





The undersigned shall, upon demand, pay to the Payee all reasonable
costs and expenses incurred by the Payee (including the fees and disbursements
of counsel and other professionals) in connection with the preparation,
execution and delivery of this Note and all other Loan Documents, and in
connection with the administration, modification and amendment of the Loan
Documents, and pay to the Payee all costs and expenses (including the fees and
disbursements of counsel and other professionals) paid or incurred by the Payee
in (A) enforcing or defending its rights under or in respect of this Note or
any of the other Loan Documents, (B) collecting any of the liabilities by the
undersigned to the Payee or otherwise administering the Loan Documents, (C)
foreclosing or otherwise collecting upon any collateral and (D) obtaining any
legal, accounting or other advice in connection with any of the foregoing.


This Note shall be binding upon the successors and assigns of the
undersigned and inure to the benefit of the Payee and its successors, endorsees
and assigns.  If any term or provision
of this Note shall be held invalid, illegal or unenforceable, the validity of
all other terms and provisions hereof shall in no way be affected thereby.


EACH OF THE
UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE PAYEE HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW)
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR
RELATING TO THIS NOTE AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A
JUDGE SITTING WITHOUT A JURY.


THIS NOTE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
ILLINOIS WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.


	 	ELIGIX, INC.
	 	 	 
	 	By:	/s/ Walter C. Ogier
	 	 	


	 	 	Name: Walter C. Ogier
	 	 	Title: President & CEO



 





 


PROMISSORY NOTE

1283-003


Date:
January 31, 2000


 


FOR VALUE RECEIVED, the undersigned promises to pay to the order of
Transamerica Business Credit Corporation or its assigns (the "Payee")
at its office located at Riverway II, West Office Tower, 9399 West Higgins
Road, Rosemont, Illinois 60018, or at such other place as the Payee or the
holder hereof may designate in writing, the principal amount of One Hundred
Sixteen Thousand Twenty Three and 90/100 Dollars ($116,023.90) received by the
undersigned, plus interest, in lawful money of the United States and in
immediately available funds.  This Note
shall be payable commencing with a first installment of Three Thousand Four
Hundred Fifty Five and 41/100 Dollars ($3,455.41) payable on the date hereof
and thereafter in 41 consecutive equal monthly installments of Three Thousand
Four Hundred Fifty Five and 41/100 Dollars ($3,455.41) commencing March 1, 2000
and a final installment payable on August 1, 2003 in the amount of One Dollar
($1.00), together with the remaining unpaid balance of the Note.  No amount of principal paid or prepaid
hereunder may be reborrowed.


This Note is one of the Notes referred to in the Master Loan and
Security Agreement dated as of July 30, 1999 (as amended, supplemented or
otherwise modified from time to time, the "Agreement"), between the
undersigned and the Payee and is subject and entitled to all provisions and
benefits thereof.  Capitalized terms
used but not defined herein shall have the meanings set forth in the Agreement.


If any installment of this Note is not paid within five days after its
due date, the undersigned agrees to pay on demand, in addition to the amount of
such installment, an amount equal to 5% of such installment, but only to the
extent permitted by Applicable Law.


The undersigned shall have the right to prepay this Note at any time on
or after March 1, 2001, on thirty days' prior written notice to the Payee.  On the date of any such prepayment, the
undersigned shall pay an amount equal to the present value of the remaining
payments (principal and interest) due hereunder discounted at 8% simple
interest per annum, together with all interest, fees and other amounts payable
on the amount so prepaid or in connection therewith to the date of such
prepayment.  Any prepayments shall be
applied to the installments hereof in the inverse order of maturity.


Upon the maturity of this Note, the entire unpaid principal amount on
this Note, together with all interest, fees and other amounts payable hereon or
in connection herewith, shall be immediately due and payable without further
notice or demand, with interest on all such amounts at a rate not to exceed the
lawful limit, from the date of such maturity or acceleration, as the case may
be, until all such amounts have been paid. 
Upon default or the acceleration of the maturity of this Note in
accordance with the terms of the Agreement, the entire unpaid principal amount
on this Note, together with all interest, fees, prepayment fees and charges in
an amount equal to the present value of the remaining payments (principal and
interest) due hereunder discounted at 8% simple interest per annum and other
amounts payable hereon or in connection herewith, shall be immediately due and
payable without further notice or demand, with interest on all such amounts at
a rate not to exceed the lawful limit, from the date of such maturity, default
or acceleration, as the case may be, until all such amounts have been paid.





If any payment on this Note becomes payable on a day other than a
Business Day, the maturity thereof shall be extended to the next succeeding
Business Day.


The undersigned hereby waives diligence, demand, presentment, protest
and notice of any kind, and assents to extensions of the time of payment,
release, surrender or substitution of security, or forbearance or other
indulgence, without notice.  The
undersigned agrees to pay all amounts under this Note without offset,
deduction, claim, counterclaim, defense or recoupment, all of which are hereby
waived.


  The Payee, the undersigned and
any other parties to the Loan Documents intend to contract in strict compliance
with applicable usury law from time to time in effect.  In furtherance thereof such Persons
stipulate and agree that none of the terms and provisions contained in the Loan
Documents shall ever be construed to create a contract to pay, for the use,
forbearance or detention of money, interest in excess of the maximum amount of
interest permitted to be charged by Applicable Law from time to time in effect.  Neither the undersigned nor any present or
future guarantors, endorsers, or other Persons hereafter becoming liable for
payment of any Obligation shall ever be liable for unearned interest thereon or
shall ever be required to pay interest thereon in excess of the maximum amount
that may be lawfully charged under Applicable Law from time to time in effect,
and the provisions of this paragraph shall control over all other provisions of
the Loan Documents which may be in conflict or apparent conflict herewith.  The Payee expressly disavows any intention
to charge or collect excessive unearned interest or finance charges in the
event the maturity of any Obligation is accelerated.  If (a) the maturity of any Obligation is accelerated for any
reason, (b) any Obligation is prepaid and as a result any amounts held to
constitute interest are determined to be in excess of the legal maximum, or (c)
the Payee or any other holder of any or all of the Obligations shall otherwise
collect amounts which are determined to constitute interest which would
otherwise increase the interest on any or all of the Obligations to an amount
in excess of that permitted to be charged by Applicable Law then in effect,
then all sums determined to constitute interest in excess of such legal limit
shall, without penalty, be promptly applied to reduce the then outstanding
principal of the related Obligations or, at the Payee's or such holder’s
option, promptly returned to the undersigned upon such determination.  In determining whether or not the interest
paid or payable, under any specific circumstance, exceeds the maximum amount
permitted under Applicable Law, the Payee and the undersigned (and any other
payors thereof) shall to the greatest extent permitted under Applicable Law,
(i) characterize any non-principal payment as an expense, fee or premium rather
than as interest, (ii) exclude voluntary prepayments and the effects thereof,
and (iii) amortize, prorate, allocate, and spread the total amount of interest
through the entire contemplated term of this Note in accordance with the amount
outstanding from time to time thereunder and the maximum legal rate of interest
from time to time in effect under Applicable Law in order to lawfully charge
the maximum amount of interest permitted under Applicable Law.


This Note may not be changed, modified or terminated orally, but only
by an agreement in writing signed by the undersigned and the Payee or any
holder hereof.





The undersigned shall, upon demand, pay the Payee all reasonable costs
and expenses incurred by the Payee (including the fees and disbursements of
counsel and other professionals) in connection with the preparation, execution
and delivery of this Note and all other Loan Documents, and in connection with
the administration, modification and amendment of the Loan Documents, and pay
to the Payee all costs and expenses (including the fees and disbursements of
counsel and other professionals) paid or incurred by the Payee in (A) enforcing
or defending its rights under or in respect of this Note or any of the other
Loan Documents, (B) collecting any of the liabilities by the undersigned to the
Payee or otherwise administering the Loan Documents, (C) foreclosing or
otherwise collecting upon any collateral and (D) obtaining any legal,
accounting or other advice in connection with any of the foregoing.


This Note shall be binding upon the successors and assigns of the
undersigned and inure to the benefit of the Payee and its successors, endorsees
and assigns.  If any term or provision
of this Note shall be held invalid, illegal or unenforceable, the validity of
all other terms and provisions hereof shall in no way be affected thereby.


EACH OF THE
UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE PAYEE HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING
UNDER OR RELATING TO THIS NOTE AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED
BEFORE A JUDGE SITTING WITHOUT A JURY.


THIS NOTE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
ILLINOIS WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW


	 	ELIGIX, INC.
	 	 	 
	 	By:	/s/ Walter C. Ogier
	 	 	


	 	 	Name: Walter C. Ogier
	 	 	Title: President & CEO