Exhibit 10.21

REVOLVING CREDIT AGREEMENT

This
Revolving Credit Agreement (the "Agreement") is made and entered into by and between the undersigned borrower (the
"Borrower") and the undersigned bank (the "Bank") as of the date set forth on the last page of this
Agreement.

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ARTICLE I.    LOANS

1.1Revolving Credit Loans.From time to time prior to JANUARY 31, 2003 (the
"Maturity Date") or the earlier termination hereof, the Borrower may borrow from the Bank for working capital purposes up to the aggregate principal
amount outstanding at any one time of the lesser of (i) $3,500,000.00 (the "Loan Amount"), less letters of credit issued by the Bank, or
(ii) if applicable, theBorrowing Base(defined below). All revolving loans hereunder will be evidenced by a single promissory note of the
Borrower payable to the order of the Bank in the principal amount of the Loan Amount (the "Note"). Although the Note will be expressed to be payable in
the full Loan Amount, the Borrower will be obligated to pay only the amounts actually disbursed hereunder, together with accrued interest on the outstanding balance at the rates and on the dates
specified therein and such other charges provided for herein. In the event that the principal amount outstanding under the Note exceeds the Borrowing Base at any time, the Borrower will immediately,
without request, prepay an amount sufficient to eliminate such excess.

1.2Borrowing Base.The Borrowing Base will be an amount equal to the sum of (i) 75.00% of the face
amount of Eligible Accounts, and (ii) the lesser of $2,000,000.00 or 50.00% of the Borrower's cost of Eligible Inventory, as such cost may be diminished as a result of any event causing loss or
depreciation in value of Eligible Inventory less (iii) the current outstanding loan balance on note(s) in the original amount(s) of $3,500,000.00, and less (iv) undrawn amounts of
outstanding letters of credit issued by Bank or any affiliate thereof. The Borrower will provide the Bank with information regarding the Borrowing Base in such form and at such times as the Bank may
request. The terms used in this Section 1.2 will have the meanings set forth in a supplement entitled "Financial Definitions," a copy of which the Borrower acknowledges having received with
this Agreement and which is incorporated herein by reference.

1.3Advances and Paying Procedure.The Bank is authorized and directed to credit any of the Borrower's accounts
with the Bank (or to the account the Borrower designates in writing) for all loans made hereunder, and the Bank is authorized to debit such account or any other account of the Borrower with the Bank
for the amount of any principal or interest due under the Note or other amount due hereunder on the due date with respect thereto. Each advance shall be in the minimum amount of $5,000.

1.4Closing Fee.The Borrower will pay the Bank a one-time closing fee of $4,375.00 contemporaneously with
execution of this Agreement. This fee is in addition to all other fees, expenses and other amounts due hereunder.

1.5Loan Facility Fee.The Borrower will pay a loan facility fee equal to:

o

$ n/a

per annum, payable annually in advance; (or)o

n/a

% per annum of the Loan Amount, payable annually in advance; (or)


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o

n/a

% per annum of the difference between the Loan Amount and the actual daily unpaid principal amount of the Note outstanding from time to time, payable quarterly, in arrears, on the last business day of each third calendar month, and at maturity;
(or)o

n/a

% per annum of the actual daily unpaid principal amount of the Note outstanding from time to time, payable quarterly, in arrears, on the last business day of each third calendar month, and at maturity.


The
loan facility fee is payable for the entire period that this Agreement is in effect, regardless of whether any amounts are outstanding hereunder at any given time.

1.6Expenses and Attorneys' Fees.The Borrower will reimburse the Bank and any Participant (defined below) for
all attorneys' fees and all other costs, fees and out-of-pocket disbursements incurred by the Bank or any Participant in connection with the preparation, execution, delivery, administration, defense
and enforcement of this Agreement or any of the other Loan Documents (defined below), including attorneys' fees and all other costs and fees (a) incurred before or after commencement of
litigation or at trial, on appeal or in any other proceeding, (b) incurred in any bankruptcy proceeding and (c) related to any waivers or amendments with respect thereto (examples of
costs and fees include but are not limited to fees and costs for: filing, perfecting or confirming the priority of the Bank's lien, title searches or insurance, appraisals, environmental audits and
other reviews related to the Borrower, any collateral or the loans, if requested by the Bank). The Borrower will also reimburse the Bank and any Participant for all costs of collection, including all
attorneys' fees, before and after judgment, and the costs of preservation and/or liquidation of any collateral.

1.7Compensating Balances.The Borrower will maintain on deposit with the Bank in non-interest bearing accounts
average daily collected balances, in excess of that required to support account activity and other credit facilities extended to the Borrower by the Bank, an amount at least equal to the sum of
(i) $ n/a and (ii) n/a % of the Loan Amount as computed on a monthly basis. If the Borrower fails to keep and maintain such balances, it will pay a deficiency fee, payable within five
days after receipt of a statement therefor calculated on the amount by which the Borrower's average daily balances are less than the requirements set forth above, computed at a rate equal to the rate
set forth in the Note.

1.8Conditions to Borrowing.The Bank will not be obligated to make (or continue to make) advances hereunder
unless (i) the Bank has received executed originals of the Note and all other documents or agreements applicable to the loans described herein, including but not limited to the documents
specified in Article III (collectively with this Agreement the "Loan Documents"), in form and content satisfactory to the Bank; (ii) if
the loan is secured, the Bank has received confirmation satisfactory to it that the Bank has a properly perfected security interest, mortgage or lien, with the proper priority; (iii) the Bank
has received certified copies of the Borrower's Articles of Incorporation and By-Laws, or its Partnership Agreement (as appropriate), certification of corporate or partnership status satisfactory to
the Bank and all other relevant documents; (iv) the Bank has received a certified copy of a resolution or authorization in form and content satisfactory to the Bank authorizing the loan and all
acts contemplated by this Agreement and all related documents, and confirmation of proper authorization of all guaranties and other acts of third parties contemplated hereunder; (v) if required
by the Bank, the Bank has been provided with an Opinion of the Borrower's counsel in form and content satisfactory to the Bank confirming the matters outlined in Section 2.2 and such other
matters as the Bank requests; (vi) no default exists under this Agreement or under any other Loan Documents, or under any other
agreements by and between the Borrower and the Bank; and (vii) all proceedings taken in connection with the transactions contemplated by this Agreement (including any required environmental
assessments), and all instruments, authorizations and other documents applicable thereto, are satisfactory to the Bank and its counsel.

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ARTICLE II.    WARRANTIES AND COVENANTS

While
any part of the credit granted to the Borrower under this Agreement or the other Loan Documents is available or any obligations under any of the Loan Documents are unpaid or outstanding, the
Borrower continuously warrants and agrees as follows:

2.1Accuracy of Information.All information, certificates or statements given to the Bank pursuant to this
Agreement and the other Loan Documents will be true and complete when given.

2.2Organization and Authority; Litigation.If the Borrower is a corporation or partnership, the Borrower is a
validly existing corporation or partnership (as applicable) in good standing under the laws of its state of organization, and has all requisite power and authority, corporate or otherwise, and
possesses all licenses necessary, to conduct its business and own its properties. The execution, delivery and performance of this Agreement and the other Loan Documents (i) are within the
Borrower's power; (ii) have been duly authorized by proper corporate or partnership action (as applicable); (iii) do not require the approval of any governmental agency, other entity or
person; and (iv) will not violate any law, agreement or restriction by which the Borrower is bound. This Agreement and the other Loan Documents are the legal, valid and binding obligations of
the Borrower, enforceable against the Borrower in accordance with their terms. There is no litigation or administrative proceeding threatened or pending against the Borrower which would, if adversely
determined, have a material adverse effect on the Borrower's financial condition or its property.

2.3Existence; Business Activities; Assets.The Borrower will (i) preserve its corporate or partnership
(as applicable) existence, rights and franchises; (ii) not make any material change in the nature or manner of its business activities; (iii) not liquidate, dissolve, merge or
consolidate with or into another entity; and (iv) not sell, lease, transfer or otherwise dispose of all or substantially all of its assets.

2.4Use of Proceeds; Margin Stock; Speculation.Advances by the Bank hereunder will be used exclusively by the
Borrower for working capital and other regular and valid purposes. The Borrower
will not, without the prior written consent of the Bank, redeem, purchase, or retire any of the capital stock or declare or pay any dividends, or make any other payments or distributions of a similar
type or nature. The Borrower will not use any of the loan proceeds to purchase or carry "margin" stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System). No
part of any of the proceeds will be used for speculative investment purposes, including, without limitation, speculating or hedging in the commodities and/or futures market.

2.5Environmental Matters.Except as disclosed in a written schedule attached to this Agreement (if no schedule
is attached, there are no exceptions), there exists no uncorrected violation by the Borrower of any federal, state or local laws (including statutes, regulations, ordinances or other governmental
restrictions and requirements) relating to the discharge of air pollutants, water pollutants or process waste water or otherwise relating to the environment or Hazardous Substances as hereinafter
defined, whether such laws currently exist or are enacted in the future (collectively "Environmental Laws"). The term "Hazardous
Substances" will mean any hazardous or toxic wastes, chemicals or other substances, the generation, possession or existence of which is prohibited or governed by any
Environmental Laws. The Borrower is not subject to any judgment, decree, order or citation, or a party to (or threatened with) any litigation or administrative proceeding, which asserts that the
Borrower (i) has violated any Environmental Laws; (ii) is required to clean up, remove or take remedial or other action with respect to any Hazardous Substances (collectively
"Remedial Action"); or (iii) is required to pay all or a portion of the cost of any Remedial Action, as a potentially responsible party. Except
as disclosed on the Borrower's environmental questionnaire provided to the Bank, there are not now, nor to the Borrower's knowledge after reasonable investigation have there ever been, any Hazardous
Substances (or tanks or other facilities for the storage of Hazardous Substances) stored, deposited, recycled or disposed of on, under or at any real estate owned or occupied by the Borrower

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during the periods that the Borrower owned or occupied such real estate, which if present on the real estate or in soils or ground water, could require Remedial Action. To the Borrower's knowledge,
there are no proposed or pending changes in Environmental Laws which would adversely affect the Borrower or its business, and there are no conditions existing currently or likely to exist while the
Loan Documents are in effect which would subject the Borrower to Remedial Action or other liability. The Borrower currently complies with and will continue to timely comply with all applicable
Environmental Laws; and will provide the Bank, immediately upon receipt, copies of any correspondence, notice, complaint, order or other document from any source asserting or alleging any circumstance
or condition which requires or may require a financial contribution by the Borrower or Remedial Action or other response by or on the part of the Borrower under Environmental Laws, or which seeks
damages or civil, criminal or punitive penalties from the Borrower for an alleged violation of Environmental Laws.

2.6Compliance with Laws.The Borrower has complied with all laws applicable to its business and its properties,
and has all permits, licenses and approvals required by such laws, copies of which have been provided to the Bank.

2.7Restriction on Indebtedness.The Borrower will not create, incur, assume or have outstanding any
indebtedness for borrowed money (including capitalized leases) except (i) any indebtedness owing to the Bank and its affiliates, and (ii) any other indebtedness outstanding on the date
hereof, and shown on
the Borrower's financial statements delivered to the Bank prior to the date hereof, provided that such other indebtedness will not be increased.

2.8Restriction on Liens.The Borrower will not create, incur, assume or permit to exist any mortgage, pledge,
encumbrance or other lien or levy upon or security interest in any of the Borrower's property now owned or hereafter acquired, except (i) taxes and assessments which are either not delinquent
or which are being contested in good faith with adequate reserves provided; (ii) easements, restrictions and minor title irregularities which do not, as a practical matter, have an adverse
effect upon the ownership and use of the affected property; (iii) liens in favor of the Bank and its affiliates; and (iv) other liens disclosed in writing to the Bank prior to the date
hereof.

2.9Restriction on Contingent Liabilities.The Borrower will not guarantee or become a surety or otherwise
contingently liable for any obligations of others, except pursuant to the deposit and collection of checks and similar matters in the ordinary course of business.

2.10Insurance.The Borrower will maintain insurance to such extent, covering such risks and with such insurers
as is usual and customary for businesses operating similar properties, and as is satisfactory to the Bank, including insurance for fire and other risks insured against by extended coverage, public
liability insurance and workers' compensation insurance; and will designate the Bank as loss payee with a "Lender's Loss Payable" endorsement on any casualty policies and take such other action as the
Bank may reasonably request to ensure that the Bank will receive (subject to no other interests) the insurance proceeds on the Bank's collateral.

2.11Taxes and Other Liabilities.The Borrower will pay and discharge, when due, all of its taxes, assessments
and other liabilities, except when the payment thereof is being contested in good faith by appropriate procedures which will avoid foreclosure of liens securing such items, and with adequate reserves
provided therefor.

2.12Financial Statements and Reporting.The financial statements and other information previously provided to
the Bank or provided to the Bank in the future are or will be complete and accurate and prepared in accordance with generally accepted accounting principles. There has been no material adverse change
in the Borrower's financial condition since such information was provided to the Bank. The Borrower will (i) maintain accounting records in accordance with generally recognized and accepted
principles of accounting consistently applied throughout the accounting periods involved;

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(ii) provide the Bank with such information concerning its business affairs and financial condition (including insurance coverage) as the Bank may request; and (iii) without request,
provide the Bank with management-prepared financial statements:

o    quarterly
within n/a days of the end of each quarter;

ý    monthly
within 30 days of the end of each month;

and
annual audited financial statements prepared by an accounting firm acceptable to the Bank within 120 days of the end of each fiscal year.

2.13Inspection of Properties and Records; Fiscal Year.The Borrower will permit representatives of the Bank to
visit and inspect any of the properties and examine any of the books and records of the Borrower at any reasonable time and as often as the Bank may reasonably desire. The Borrower will not change its
fiscal year.

2.14Financial Status.The Borrower will maintain at all times:

(i)    Net
Working Capital in the amount of at least $ n/a.

(ii)    Tangible
Net Worth in the amount of at least $9,500,000.00.

(iii)    Debt
to Worth Ratio of not more than 0.50 TO 1.00.

(iv)    Current
Ratio of at least 2.00 TO 1.00

(v)    Capital
Expenditures not to exceed $ n/a per fiscal year.

(vi)    Cash
Flow Coverage Ratio of at least n/a.

(vii)    Officers,
Directors, Partners, and Management Salaries and Other Compensation not to exceed $ n/a per fiscal year.

The
terms used in this Section 2.14 will have the meanings set forth in a supplement entitled "Financial Definitions," a copy of which the Borrower hereby acknowledges having received with this
Agreement and which is incorporated herein by reference.

2.15Paid-In-Full Period.o    If checked here, all
revolving loans under this Agreement and the Note must be paid in full for a period of at least n/a consecutive days during each fiscal year.

ARTICLE III. COLLATERAL AND GUARANTIES

3.1Collateral.This Agreement and the Note are secured by any and all security interests, pledges,
mortgages/deeds of trust or liens now or hereafter in existence granted to the Bank to secure

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indebtedness of the Borrower to the Bank, including without limitation as described in the following documents:

o

Real Estate Mortgage(s)/Deed(s) of Trust dated

covering real estate located atý

Security Agreement(s) dated 03/15/02o

Collateral Pledge Agreement(s) datedo

Other


3.2Guaranties.This loan is guaranteed by N/A

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3.3Credit Balances; Setoff.As additional security for the payment of the obligations described in the Loan
Documents and any other obligations of the Borrower to the Bank of any nature whatsoever (collectively the "Obligations"), the Borrower hereby grants to
the Bank a security interest in, a lien on and an express contractual right to set off against all depository account balances, cash and other property of the Borrower now or hereafter in the
possession of the Bank and the right to refuse to allow withdrawals from any account (collectively "Setoff"). The Bank may, at any time upon the
occurrence of a default hereunder (notwithstanding any notice requirements or grace/cure periods under this or other agreements between the Borrower and the Bank) Setoff against the Obligations whether or not the Obligations
(including future installments) are then due or have been accelerated, all without any advance or contemporaneous notice or demand of any kind to
the Borrower, such notice and demand being expressly waived.

The
information in this Article III is for information only and the omission of any reference to an agreement will not affect the validity or enforceability thereof. The rights
and remedies of the Bank outlined in this Agreement and the documents identified above are intended to be cumulative.

ARTICLE IV.    DEFAULTS

4.1Defaults.Notwithstanding any cure periods described below, the Borrower will immediately notify the Bank in
writing when the Borrower obtains knowledge of the occurrence of any default specified below. Regardless of whether the Borrower has given the required notice, the occurrence of one or more of the
following will constitute a default:



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4.2Termination of Loans; Additional Bank Rights.Upon the Maturity Date or the occurrence of any of the events
identified in Sections 4.1, the Bank may at any time (notwithstanding any notice requirements or grace/cure periods under this or other agreements between the Borrower and the Bank)
(i) immediately terminate its obligation, if any, to make additional loans to the Borrower; (ii) Setoff; and/or (iii) take such other steps to protect or preserve the Bank's
interest in any collateral, including without limitation, notifying account debtors to make payments directly to the Bank, advancing funds to protect any collateral and insuring collateral at the
Borrower's expense; all without demand or notice of any kind, all of which are hereby waived.

4.3Acceleration of Obligations.Upon the Maturity Date or the occurrence of any of the events identified in
Sections 4.1(a) through 4.1(e) and 4.1(g), and the passage of any applicable cure periods, the Bank may at any time thereafter, by written notice to the Borrower, declare the unpaid principal balance
of any Obligations, together with the interest accrued thereon and other amounts accrued hereunder and under the other Loan Documents, to be immediately due and payable; and the unpaid balance will
thereupon be due and payable, all without presentation, demand, protest or further notice of any kind, all of which are hereby waived, and notwithstanding anything to the contrary contained herein or
in any of the other Loan Documents. Upon the occurrence of any event under Section 4.1(f), the unpaid principal balance of any Obligations, together with all interest accrued thereon and other amounts
accrued hereunder and under the other Loan Documents, will thereupon be immediately due and payable, all without presentation, demand, protest or notice of any kind, all of which are hereby waived,
and notwithstanding anything to the contrary contained herein or in any of the other Loan Documents.Nothing contained in Section 4.1, Section 4.2 or this section will limit
the Bank's right to Setoff as provided in Section 3.3 or otherwise in this Agreement.

4.4Other Remedies.Nothing in this Article IV is intended to restrict the Bank's rights under any of the Loan
Documents or at law, and the Bank may exercise all such rights and remedies as and when they are available.

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ARTICLE V. OTHER TERMS

5.1Financial Definitions Supplement.If a Borrowing Base or covenants regarding financial status apply to this
loan, the "Financial Definitions" Supplement identified in Sections 1.2 and 2.14 of this Agreement is hereby incorporated into this Agreement. The
Borrower acknowledges receiving a copy of such Supplement.

5.2Additional Terms; Addendum/Supplements.The warranties, covenants, conditions and other terms described in
this Section and/or in the Addendum and/or other attached document(s) referenced in this Section are incorporated into this Agreement:



ARTICLE VI. MISCELLANEOUS

6.1Delay; Cumulative Remedies.No delay on the part of the Bank in exercising any right, power or privilege
hereunder or under any of the other Loan Documents will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege hereunder preclude other or further
exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein specified are cumulative and are not exclusive of any rights or remedies which the Bank would
otherwise have.

6.2Relationship to Other Documents.The warranties, covenants and other obligations of the Borrower (and the
rights and remedies of the Bank) that are outlined in this Agreement and the other Loan Documents are intended to supplement each other. In the event of any inconsistencies in any of the terms in the
Loan Documents, all terms will be cumulative so as to give the Bank the most favorable
rights set forth in the conflicting documents, except that if there is a direct conflict between any preprinted terms and specifically negotiated terms (whether included in an addendum or otherwise),
the specifically negotiated terms will control.

6.3Participations; Guarantors.The Bank may, at its option, sell all or any interests in the Note and other
Loan Documents to other financial institutions (the "Participant"), and in connection with such sales (and thereafter) disclose any financial
information the Bank may have concerning the Borrower to any such Participant or potential Participant. From time to time, the Bank may, in its discretion and without obligation to the Borrower, any
Guarantor or any other third party, disclose information about the Borrower and this loan to any Guarantor, surety or other accommodation party. This provision does not obligate the Bank to supply any
information or release the Borrower from its obligation to provide such information, and the Borrower agrees to keep all Guarantors advised of its financial condition and other matters which may be
relevant to the Guarantors' obligations to the Bank.

6.4Successors.The rights, options, powers and remedies granted in this Agreement and the other Loan Documents
will extend to the Bank and to its successors and assigns, will be binding upon the Borrower and its successors and assigns and will be applicable hereto and to all renewals and/or extensions hereof.

6.5Indemnification.Except for harm arising from the Bank's willful misconduct, the Borrower hereby indemnifies
and agrees to defend and hold the Bank harmless from any and all losses, costs, damages, claims and expenses of any kind suffered by or asserted against the Bank relating to claims by third parties
arising out of the financing provided under the Loan Documents or related to any collateral (including, without limitation, the Borrower's failure to perform its obligations relating to Environmental
Matters described in Section 2.5 above). This indemnification and hold harmless provision will survive the termination of the Loan Documents and the satisfaction of the Obligations due the Bank.

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6.6Notice of Claims Against Bank; Limitation of Certain Damages.In order to allow the Bank to mitigate any
damages to the Borrower from the Bank's alleged breach of its duties under the Loan Documents or any other duty, if any, to the Borrower, the Borrower agrees to give the Bank immediate written notice
of any claim or defense it has against the Bank, whether in tort or contract, relating to any action or inaction by the Bank under the Loan Documents, or the transactions related thereto, or of any
defense to payment of the Obligations for any reason. The requirement of providing timely notice to the Bank represents the parties' agreed-to standard of performance regarding claims against the
Bank. Notwithstanding any claim that the Borrower may have against the Bank, and regardless of any notice the Borrower may have given the Bank,the Bank will not be liable to
the Borrower for consequential and/or special damages arising therefrom, except those damages arising from the Bank's willful misconduct.

6.7Notices.Notice of any record shall be deemed delivered when the record has been (a) deposited in the United
States Mail, postage pre-paid, (b) received by overnight delivery service, (c) received by telex, (d) received by telecopy, (e) received through the internet, or (f) when personally delivered.

6.8Payments.Payments due under the Note and other Loan Documents will be made in lawful money of the United
States, and the Bank is authorized to charge payments due under the Loan Documents against any account of the Borrower. All payments may be applied by the Bank to principal, interest and other amounts
due under the Loan Documents in any order which the Bank elects.

6.9Applicable Law and Jurisdiction; Interpretation; Joint Liability; Severability.This Agreement and all other
Loan Documents will be governed by and interpreted in accordance with the internal laws of the State of OREGON, except to the extent superseded by Federal law. Invalidity of any provisions of this
Agreement will not affect any other provision. THE BORROWER HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITUATED IN THE COUNTY OR FEDERAL JURISDICTION OF THE BANK'S
BRANCH WHERE THE LOAN WAS ORIGINATED; AND WAIVES ANY OBJECTION BASED ONFORUM NON CONVENIENS,WITH REGARD TO ANY ACTIONS, CLAIMS, DISPUTES OR
PROCEEDINGS RELATING TO THIS AGREEMENT, THE NOTE, THE COLLATERAL, ANY OTHER LOAN DOCUMENT, OR ANY TRANSACTIONS ARISING THEREFROM, OR ENFORCEMENT AND/OR INTERPRETATION OF ANY OF THE FOREGOING. Nothing
herein will affect the Bank's rights to serve process in any manner permitted by law, or limit the Bank's right to bring proceedings against the Borrower in the competent courts of any other
jurisdiction or jurisdictions. This Agreement, the other Loan Documents and any amendments hereto (regardless of when executed) will be deemed effective and accepted only upon the Bank's receipt of
the executed originals thereof. If there is more than one Borrower, the liability of the Borrowers will be joint and several, and the reference to "Borrower" will be deemed to refer to all Borrowers.
Invalidity of any provision of this Agreement shall not affect the validity of any other provision.

6.10Copies; Entire Agreement; Modification.The Borrower hereby acknowledges the receipt of a copy of this
Agreement and all other Loan Documents.

IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING, EXPRESSING CONSIDERATION AND SIGNED BY
THE PARTIES ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. THE TERMS OF THIS AGREEMENT MAY ONLY BE CHANGED BY ANOTHER WRITTEN
AGREEMENT. THIS NOTICE SHALL ALSO BE EFFECTIVE WITH RESPECT TO ALL OTHER CREDIT AGREEMENTS NOW IN EFFECT BETWEEN BORROWER AND THE BANK. A MODIFICATION OF ANY OTHER CREDIT AGREEMENTS NOW IN EFFECT
BETWEEN

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BORROWER AND THE BANK, WHICH OCCURS AFTER RECEIPT BY BORROWER OF THIS NOTICE, MAY BE MADE ONLY BY ANOTHER WRITTEN INSTRUMENT. ORAL OR IMPLIED MODIFICATIONS TO SUCH CREDIT AGREEMENTS ARE NOT
ENFORCEABLE AND SHOULD NOT BE RELIED UPON.

6.11Waiver of Jury Trial.THE BORROWER AND THE BANK HEREBY
JOINTLY AND SEVERALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS THEREUNDER, ANY COLLATERAL SECURING THE OBLIGATIONS,
OR ANY TRANSACTION ARISING THEREFROM OR CONNECTED THERETO. THE BORROWER AND THE BANK EACH REPRESENTS TO THE OTHER THAT THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY
GIVEN.

6.12Attachments.All documents attached hereto, including any appendices, schedules,
riders, and exhibits to this Agreement, are hereby expressly incorporated by reference.

IN
WITNESS WHEREOF, the undersigned have executed this REVOLVING CREDIT AGREEMENT as of MARCH 15, 2002.

|(Individual Borrower) |  | PHOENIX GOLD INTERNATIONAL, INC.Borrower Name (Organization)
|--------------------- |  | ------------------------------------------------------------
|                      |  |                                                             
|                      |  |                                                             
|Borrower Name         |  | N/A                                                         
|                      |  |                                                             
|                      |  |                                                             
|                      |  |                                                             
|Borrower Name         |  | N/A                                                         
|                      |  |                                                             
|                      |  |                                                             
|                      |  |                                                             
|                      |  |                                                             

|Borrower Address: |  | 9300 N. DECATUR, PORTLAND, OR 97203
|----------------- |  | -----------------------------------
|                  |  |                                    
|                  |  |                                    

|Borrower Telephone No.: |  | 
|----------------------- |  | 
|                        |  | 

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ADDENDUM TO REVOLVING CREDIT AGREEMENT

This Addendum is made part of the Revolving Credit Agreement (the "Agreement") made and entered into by and between the undersigned borrower (the
"Borrower") and the undersigned bank (the "Bank") as of the date identified below. The warranties,
covenants and other terms described below are hereby added to the Agreement.

1.INELIGIBLE ACCOUNTS

Accounts
which have not been paid in full within 90 days from invoice date. The entire balance of any Account of any single Account debtor will be ineligible whenever the portion of the
Account is 90 days from invoice date and is in excess of 25% of the total amount outstanding on the Account unless backed by acceptable Letter of Credits.

a)    Datings,
Progress Billings, Retainages, Cash Sales, Cash on Delivery, Service Charges.

b)    Cash
Sales/Cash on Delivery receivable are allowed with the aggregated cap of $150,000.00. Foreign accounts: Not backed by Letter of Credit's or individual Debtor Credit
Limit's are capped at $75,000.00 per account, with all foreign not to exceed $2,500,000.00 in the aggregate. Debtor Credit Limit's on Public Companies with investment grade ratings to be
$1,000,000.00.

2.ELIGIBLE INVENTORY

The
categories of all Eligible Inventory located in Portland, Oregon are: Finished Goods, Raw Materials and Packaging that will be reduced by Trade payables.

3.AGINGS OF ACCOUNTS RECEIVABLE AND PAYABLE

Borrower
covenants and agrees with Bank that, while this Agreement is in effect, Borrower shall deliver to Bank:



4.DEBTOR CREDIT LIMITS

Debtor
credit limits will be established on debtors exceeding 15% of total aging or $450,000.00.

5.CUSTOMER LISTING

Borrower
agrees with Bank that, while this Agreement is in effect, Borrower will furnish Bank, upon request, a current listing of Account Debtors and their addresses in form satisfactory
to Bank.

6.BORROWING BASE CERTIFICATE

Unless
waived in writing by Bank, Borrower agrees to provide Bank with a Borrower's Certificate within thirty (30) days after the end of each month. Each Borrower's Certificate shall be
in a form acceptable to Bank, duly executed by Borrower and detailing the status of the Line of Credit as of the date thereon.

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7.INVENTORY REPORT

Borrower
covenants and agrees with Bank that, while this Agreement is in effect, Borrower shall deliver to Bank, a quarterly Certification Worksheet of the Inventory of Borrower as of
the last day of that quarter, prepared on a average cost basis, in a form acceptable to Bank. Monthly reports required if balance outstanding is more than one million ($1,000,000.00) dollars.

8.COMPLIANCE CERTIFICATE

Borrower
covenants and agrees with Bank that, while this Agreement is in effect, Borrower shall deliver to Bank within thirty (30) days after the end of each quarter, a Compliance
Certificate for such quarterly period, prepared and certified by the Chief Financial Officer of Borrower in a form acceptable to Bank.

9.COMPLIANCE TESTED

Compliance
with all covenants and ratios shall be determined by calculating the ratios/amounts as of the end of each fiscal quarter.

10.USE OF PROCEEDS

Section
2.4 notwithstanding, Borrower may declare and pay dividends on its capital stock. Borrower may also redeem, purchase, or retire up to $200,000 of its capital stock in any fiscal
year.

11.RESTRICTION ON INDEBTEDNESS AND LIENS

Sections
2.7 and 2.8 notwithstanding, Borrower may incur or have outstanding up to $250,000 of capitalized leases or other indebtedness. Borrower may incur or permit to exist liens on
assets acquired with this indebtedness.

12.LETTERS OF CREDIT

Borrower
may request Bank to issue commercial and standby letters of credit up to an aggregate outstanding balance of $1,500,000.00. Issuance of letters of credit reduces availability
under the line of credit for working capital advances and is subject to the Borrowing Base requirements outlines in the loan documents, including but not limited to section 1.2.

13.RENEWAL

This
Note is issued in substitution for and replacement of, but not in payment of, Borrower's promissory note dated January 29, 2001, payable to the order of Bank in the face principal
amount of $5,000,000.00, as amended, supplemented, extended or otherwise modified from time to time prior to the date hereof (the "Replaced Note"). All
interest accrued but unpaid on the Replaced Note shall be due and payable in full on the first interest payment date under this Note. All mortgages, deeds of trust, security agreements, pledge
agreements, assignments and other security documents and instruments securing the Replaced Note or the indebtedness evidenced thereby continue in full force

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and effect to secure this Note and all indebtedness evidenced hereby, except to the extent that any such document or instrument may have been wholly or partially released in a writing signed by Bank.

|Dated as of:          |  | March 15, 2002                                               |  |                |  |                                            |  |                             |  | 
|--------------------- |  | ------------------------------------------------------------ |  | -------------- |  | ------------------------------------------ |  | --------------------------- |  | 
|(Individual Borrower) |  | PHOENIX GOLD INTERNATIONAL, INC.Borrower Name (Organization)
|                      |  |                                                              |  | (SEAL)         |  | a                                          |  | OREGON Corporation         
|                      |  |                                                              |  |                |  |                                           
|Borrower Name         |  | N/A                                                          |  | By             |  | /s/ JOSEPH K. O'BRIEN, VP, CFO & Secretary
|                      |  |                                                              |  |                |  | Name and Title                             |  | Authorized Signer, Title   
|                      |  |                                                              |  | (SEAL)         |  | By                                         |  |                             |  | 
|                      |  |                                                              |  |                |  |                                           
|Borrower Name         |  | N/A                                                          |  | Name and Title |  | /s/DAVID WYNDE                            
|                      |  |                                                              |  |                |  | U.S. BANK N.A.                             |  | (Bank)                     
|                      |  |                                                              |  |                |  | By                                         |  |                             |  | 
|                      |  |                                                              |  |                |  |                                            |  |                             |  | 
|                      |  |                                                              |  |                |  | Name and Title                             |  | DAVID WYNDE, VICE PRESIDENT

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FINANCIAL DEFINITIONS SUPPLEMENT  TO  Revolving Credit Agreement  and  Term Loan Agreement





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