Exhibit 10.2

                 FIFTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT

     FIFTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT,  dated as of April 17, 2001
(this "Amendment and Waiver"),  among BOUNDLESS  TECHNOLOGIES,  INC. ("Boundless
Technologies"), BOUNDLESS MANUFACTURING SERVICES, INC. ("BMS"; collectively with
Boundless Technologies, the "Co-Borrowers"), BOUNDLESS ACQUISITION CORP. ("BAC")
and BOUNDLESS  CORPORATION ("BC"  collectively,  with BAC, the "Guarantors") and
THE CHASE  MANHATTAN  BANK,  SILICON  VALLEY  BANK and  NATIONAL  BANK OF CANADA
(collectively, the "Banks") and THE CHASE MANHATTAN BANK, as agent for the Banks
(in such capacity, the "Administrative Agent").

                                    RECITALS:

     A. The Co-Borrowers, the Guarantors, the Banks and the Administrative Agent
are parties to that certain  Second  Amended and Restated  Credit  Agreement and
Guaranty,  dated as of May 25, 2000,  as amended by the  Amendment and Waiver to
Credit,  dated as of July 31, 2000 and the Second Amendment to Credit Agreement,
dated as of  November  7,  2000,  the  Third  Amendment  and  Waiver  to  Credit
Agreement,  dated as of  November  16, 2000 and the Fourth  Amendment  to Credit
Agreement, dated as of March 22, 2001 (as same may be further amended, restated,
supplemented and otherwise modified, from time to time, "Credit Agreement").

     B. The Co-Borrowers have advised the Banks that the Co-Borrowers are not in
compliance  with the financial  covenants set forth in the Credit  Agreement and
have  requested  that the Banks  (a)  amend  certain  provisions  of the  Credit
Agreement  and (b)  waive  compliance  with  certain  provisions  of the  Credit
Agreement.  The Banks have agreed to such  amendments and waivers subject to the
terms and conditions of this Amendment and Waiver.

     C. Any capitalized  terms used herein and not defined herein shall have the
meanings ascribed to such terms in the Credit Agreement.

     NOW, THEREFORE, the parties hereto agree as follows:

                                   ARTICLE 1.
                         AMENDMENTS TO CREDIT AGREEMENT

     The amendments set forth in this Amendment and Waiver shall be deemed to be
an amendment to the Credit  Agreement and shall not be construed in any way as a
replacement or  substitution  therefor.  All of the terms and provisions of this
Amendment  and Waiver  are  hereby  incorporated  by  reference  into the Credit
Agreement as if such terms were set forth in full therein.


<PAGE>


     Section  1.1.  Notwithstanding  anything  to the  contrary  in  the  Credit
Agreement or any other Loan Document, all Loans advanced from and after the date
hereof  shall be Base Rate  Loans and each LIBOR  Loan  outstanding  on the date
hereof shall,  upon expiration of the applicable  Interest Period,  be converted
automatically to a Base Rate Loan.

     Section 1.2.  Section 1.01 of the Credit Agreement is hereby amended to add
the following new defined terms in their appropriate alphabetical order:

          "Inventory  Cap" shall mean the amount set forth  below  opposite  the
          applicable period:

          Period                                            Inventory Cap
          ------                                            -------------

          Closing Date through July 30, 2001                $3,800,000
          July 31, 2001 through August 30, 2001             $3,700,000
          August 31, 2001 through September 29, 2001        $3,600,000
          September 30, 2001 through October 30, 2001       $3,500,000
          October 31, 2001 through November 29, 2001        $3,400,000
          November 30, 2001 through December 30, 2001       $3,300,000
          December 31, 2001 through January 30, 2002        $3,200,000
          January 31, 2002 through February 27, 2002        $3,100,000
          February 28, 2002 through March 30, 2002          $3,000,000
          March 31, 2002 through April 29, 2002             $2,900,000
          April 30, 2002 through May 30, 2002               $2,800,000
          May 31, 2002 through June 29, 2002                $2,700,000
          June 30, 2002 through July 30, 2002               $2,600,000
          July 31, 2002 through August 30, 2002             $2,500,000
          August 31, 2002 through September 29, 2002        $2,400,000
          September 30, 2002 through October 30, 2002       $2,300,000
          October 31, 2002 through November 29, 2002        $2,200,000
          November 30, 2002 through December 30, 2002       $2,100,000
          December 31, 2002 through January 30, 2003        $2,000,000
          January 31, 2003 through February 27, 2003        $1,900,000
          February 28, 2003 through March 30, 2003          $1,800,000
          March 31, 2003 and thereafter                     $1,700,000

          "Fifth Amendment and Waiver" shall mean the Fifth Amendment and Waiver
          to  Credit  Agreement,  dated as of April 17,  2001,  by and among the
          Co-Borrowers, the Guarantors, the Administrative Agent and the Banks.



                                       2
<PAGE>



     Section  1.3.  The  following  defined  terms in Section 1.01 of the Credit
Agreement  are hereby  amended  and  restated  in their  entirety  to provide as
follows:

          "Bank   Commitment"  shall  mean,  with  respect  to  each  Bank,  the
          obligation  of  such  Bank  to  make  Loans  to the  Revolving  Credit
          Borrowers and the Term Loan Borrower and to acquire  participations in
          Letters of Credit in an aggregate  amount not to exceed the amount set
          forth  opposite such Bank's name on the  signature  pages of the Fifth
          Amendment  and Waiver  under the caption  "Bank  Commitment",  as such
          amounts  may  be  adjusted  in  accordance  with  the  terms  of  this
          Agreement.

          "Borrowing  Base"  means  an  amount  equal  to the sum of (1)  eighty
          percent  (80%) of the face  amount  of all  Eligible  Accounts  of the
          Revolving  Credit  Borrowers  plus (2) the  lesser  of (a) (i)  thirty
          percent (30%) of Eligible  Inventory of the  Co-Borrowers  (other than
          Eligible  Inventory which is described in clause (2)(a)(ii)) plus (ii)
          fifty percent (50%) of BMS's Eligible  Inventory  which is the subject
          of the Supply Agreement or (b) the Inventory Cap;  provided,  that the
          Required  Banks may  increase or  decrease  such  percentages  and the
          foregoing inventory  limitation,  if, after review of each field audit
          of the  Co-Borrowers'  receivables,  inventory  and related  books and
          records,  the Required Banks  determine that there has been a material
          change in the quality of the  Co-Borrowers'  inventory or  receivables
          minus (3) accrued and unpaid interest on the Loans.

          "Revolving    Credit    Facility"   means   Twelve   Million   Dollars
          ($12,000,000).

     Section 1.4.  Section 2.08(a) of the Credit  Agreement is hereby amended by
amending and restating the first sentence  thereof in its entirety to provide as
follows:

          "For the period from the Closing  Date to the  Termination  Date,  the
          Co-Borrowers  agree to collectively pay, to the  Administrative  Agent
          for the account of each Bank a  commitment  fee on the  average  daily
          difference  between (1) the Revolving  Credit Facility and (2) the sum
          of (a) the aggregate  principal  amount of all  outstanding  Revolving
          Credit Loans, plus (b) the Letter of Credit  Obligations,  at the rate
          of one-half of one percent (1/2%) per annum,  based on a year of three
          hundred sixty (360) days,  payable in arrears on each  Quarterly  Date
          during the term of the Revolving  Credit  Commitment,  commencing June
          30, 2000, and ending on the Termination Date (the "Commitment Fee").

     Section 1.5. Section 2.08 of the Credit Agreement is hereby further amended
by adding a new subsection "(g)" immediately  following subsection "(f)" thereof
as follows:



                                       3
<PAGE>


          "(g) Additional  Amendment Fee. The  Co-Borrowers  agree to pay to the
          Administrative  Agent for the  account  of each  Bank,  an  additional
          amendment fee of One Hundred Fifty Thousand Dollars  ($150,000),  such
          fee payable as follows: $25,000, upon execution of the Fifth Amendment
          and  Waiver,  and  $25,000 on May 1, 2001 and on the first day of each
          month  thereafter,  through  and  including  September  1, 2001.  Upon
          receipt of such fee, the Administrative Agent will promptly thereafter
          distribute to the Banks their respective Pro Rata Shares of such fee.

     Section 1.6. Section 11.01(a) of the Credit Agreement is hereby amended and
restated in its entirety to provide as follows:

          Section 11.01. Minimum Earnings Before Interest,  Taxes,  Depreciation
          and  Amortization.  The  Co-Borrowers  shall maintain  Earnings Before
          Interest, Taxes,  Depreciation and Amortization,  for the Co-Borrowers
          on a  consolidated  basis,  for each of the periods set forth below of
          not less than the  amount  set forth  below  opposite  the  applicable
          period:

          Period                                           Minimum Amount
          ------                                           --------------

          January 1, 2001 through March 31, 2001          ($1,700,000)
          April 1, 2001 through June 30, 2001                $550,000
          July 1, 2001 through September 30, 2001            $775,000
          October 1, 2001 through December 31, 2001        $1,500,000
          At the end of each fiscal quarter thereafter     $1,600,000

     Section 1.7.  Section 11.02 of the Credit  Agreement is hereby  amended and
restated in its entirety to provide as follows:

          Section 11.02. Minimum Net Income. The Co-Borrowers shall maintain Net
          Income, for the Co-Borrowers on a consolidated  basis, for each of the
          periods set forth  below,  of not less than the amount set forth below
          opposite the applicable period:

          Period                                           Minimum Amount
          ------                                           --------------

          January 1, 2001 through March 31, 2001          ($3,000,000)
          April 1, 2001 through June 30, 2001             ($1,850,000)
          July 1, 2001 through September 30, 2001           ($525,000)
          October 1, 2001 through December 31, 2001          $200,000


                                       4
<PAGE>


     At the end of each fiscal quarter thereafter $300,000

     Section 1.8.  Sections  11.03 and 11.04 of the Credit  Agreement are hereby
deleted in their entirety.

     Section 1.9.  Section  12.01 of the Credit  Agreement is hereby  amended by
adding a new subsection "(11)" at the end thereof, as follows:

            "(11) the  Co-Borrowers  shall fail to receive on or before June 30,
                  2002 net proceeds of at least  $3,750,000 from the issuance of
                  shares of its capital  stock  (whether  by private  placement,
                  public offering or otherwise)."

     Section  1.10.  Section 9.08 of the Credit  Agreement is hereby  amended by
adding the following new subsection "(22)" at the end thereof as follows:

            "(22) Consolidating Statements of Co-Borrowers.  Simultaneously with
                  delivery of the consolidating financial statements referred to
                  in subsections  (1) and (2) above, a statement  indicating the
                  subtotals of the consolidating  statements  pertaining to each
                  Co-Borrower."

     Section 1.11.  Exhibit A (Revolving Credit Note) to the Credit Agreement is
hereby  amended  and  restated  and  replaced  with  Exhibit A attached  to this
Amendment and Waiver.

                                   ARTICLE 2.
                           WAIVERS TO CREDIT AGREEMENT

     Section  2.1 The  Banks  hereby  waive  compliance  with  Section  11.01(a)
(Minimum Earnings Before Interest,  Taxes, Depreciation and Amortization) solely
with respect to the Fiscal Year ended December 31, 2000.

     Section 2.2 The Banks hereby waive  compliance with Section 11.01(c) (Fixed
Charge Coverage Ratio) solely with respect to the Fiscal Year ended December 31,
2000.

     Section 2.3 The Banks hereby waive  compliance with Section  11.01(d) (Cash
Flow Leverage  Ratio) solely with respect to the Fiscal Year ended  December 31,
2000.

     Section  2.4 The  waivers  set forth  above are  further  conditioned  upon
receipt by the Banks of the audited consolidated and consolidating statements of
the  Co-Borrowers  for the Fiscal Year ended December 31, 2000, which statements
shall indicate that the net loss of the  Co-Borrowers  and the Guarantors,  on a
consolidated basis, is not greater than $3,500,000, in the aggregate.


                                       5
<PAGE>

     Section 2.5 The waivers set forth are limited  specifically  to the matters
set forth above and for the specific  instances  and  purposes  given and do not
constitute  directly  or by  implication  a waiver  or  amendment  of any  other
provision of the Credit Agreement or a waiver of any Default or Event of Default
(except as contemplated by this Section 2) under the Credit Agreement.

                                   ARTICLE 3.
                           CONDITIONS TO EFFECTIVENESS

     Section 3.1. Conditions to Effectiveness. The amendments and waivers to the
Credit Agreement  described herein are subject to receipt by the  Administrative
Agent of the following  items,  each in form and substance  satisfactory  to the
Banks:

     (a) this Amendment and Waiver,  duly executed by each  Co-Borrower and each
Guarantor;

     (b) the original  executed  Revolving  Credit  Notes,  duly executed by the
Revolving  Credit  Borrowers in favor of each Bank, in the forms attached hereto
as Exhibit A;

     (c) a certificate of the Secretary of each  Co-Borrower and each Guarantor,
substantially in the form of Exhibit 1 attached hereto;

     (d) a  certificate  of a  duly  authorized  officer  of  the  Co-Borrowers,
substantially in the form of Exhibit 2 attached hereto; and

     (e) such other documents, instruments,  approvals, opinions and evidence as
the Administrative Agent and the Banks may reasonably require.

                                    ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES

     Each Co-Borrower hereby represents and warrants to the Banks that:

     Section  4.1.  Each of the  representations  and  warranties  set  forth in
Article VIII of the Credit  Agreement is true as of the date hereof with respect
to the  Co-Borrower  and, to the extent  applicable,  each Guarantor and each of
their  respective  Subsidiaries  and with the same  effect as though made on the
date hereof, and is hereby  incorporated herein in full by reference as if fully
restated herein in its entirety.  In addition,  in order to induce the Banks and
the  Administrative  Agent  to  enter  into  this  Amendment  and  Waiver,  each
Co-Borrower  hereby  covenants,  represents and warrants to the Banks that since
December  31, 1999 there has been no material  adverse  change in the


                                       6
<PAGE>


business, operations,  properties or financial condition of any Co-Borrower, any
Guarantor or any of their respective Subsidiaries.

     Section 4.2. To induce the Banks and the Administrative Agent to enter into
this  Amendment and Waiver and to continue to make advances to the  Co-Borrowers
pursuant to the Credit  Agreement,  as amended hereby,  the Co-Borrowers  hereby
acknowledge  and agree that,  as of the date hereof,  and after giving effect to
the terms hereof,  there exists (i) no Default or Event of Default,  and (ii) no
right of  offset,  defense,  counterclaim,  claim or  objection  in favor of the
Co-Borrowers  arising out of or with  respect to any of the  obligations  of the
Co-Borrowers and the Guarantors under the Credit Agreement.

     Section 4.3. Each  Co-Borrower  and each Guarantor has the corporate  power
and authority to enter into,  perform and deliver this  Amendment and Waiver and
any other documents,  instruments,  agreements or other writings to be delivered
in connection herewith. This Amendment and Waiver and all documents contemplated
hereby or  delivered in  connection  herewith,  have each been duly  authorized,
executed and delivered and the transactions  contemplated  herein have been duly
authorized.

     Section 4.4. This Amendment and Waiver and any other documents,  agreements
or  instruments  now or  hereafter  executed  and  delivered to the Banks by the
Co-Borrowers  and the  Guarantors in connection  herewith  constitute (or shall,
when  delivered,   constitute)   valid  and  legally   binding   obligations  of
Co-Borrowers  and the  Guarantors,  each of  which is and  shall be  enforceable
against Co-Borrowers and the Guarantors, as applicable, in accordance with their
respective terms.

     Section 4.5. No  representation,  warranty or statement by the Co-Borrowers
and the Guarantors  contained herein or in any other document to be furnished by
the Co-Borrowers and the Guarantors in connection  herewith contains,  or at the
time of delivery shall contain,  any untrue statement of material fact, or omits
or at the time of delivery shall omit to state a material fact necessary to make
such representation, warranty or statement not misleading.

     Section  4.6.  No  consent,  waiver or approval of any entity is or will be
required in connection with the execution,  delivery,  performance,  validity or
enforcement of this Amendment and Waiver, or any other  agreements,  instruments
or documents to be executed and/or delivered in connection  herewith or pursuant
hereto.


                                       7
<PAGE>


                                   ARTICLE 5.
                                  MISCELLANEOUS

     Section  5.1.  This  Amendment  and Waiver may be executed in any number of
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument,  and any party  hereto  may  execute  this  Amendment  and Waiver by
signing (either original or via facsimile) any such counterpart.

     Section  5.2.  This   Amendment  and  Waiver  shall  be  governed  by,  and
interpreted and construed in accordance  with, the laws of the State of New York
(without giving effect to the conflict of laws provisions thereof).

     Section 5.3. The execution and delivery of this Amendment and Waiver by the
Banks shall not be deemed to be a waiver of any Default or Event of Default that
has  occurred or that may  hereafter  arise  pursuant to the terms fo the Credit
Agreement and the parties hereto agree that the Banks retain all of their rights
and remedies under the Credit  Agreement with respect to any Default or Event of
Default, whether now existing or hereafter arising.

[next page is signature page]


                                       8
<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have  caused this  Amendment  and
Waiver to be duly executed as of the day and year first above written.

                                       BOUNDLESS TECHNOLOGIES, INC.

                                       By:____________________________________
                                       Name: Joseph Gardner
                                       Title:   Vice President

                                       BOUNDLESS MANUFACTURING SERVICES, INC.

                                       By:____________________________________
                                       Name: Joseph Gardner
                                       Title:   Vice President

                                       BOUNDLESS ACQUISITION CORP.

                                       By:____________________________________
                                       Name: Joseph Gardner
                                       Title:   Vice President

                                       BOUNDLESS CORPORATION

                                       By:____________________________________
                                       Name: Joseph Gardner
                                       Title:   Vice President

Bank Commitment:                       THE CHASE MANHATTAN BANK,
----------------                       as a Bank and as Administrative Agent

Revolving Credit Loans: $4,800,000
Original Term Loan: $1,600,000
                                       By:______________________________________
                                       Name:  George Louis McKinley
                                       Title:    Vice President


                                       9
<PAGE>


Bank Commitment:                       SILICON VALLEY BANK, as a Bank
---------------

Revolving Credit Loans: $4,800,000
Original Term Loan: $1,600,000         By:______________________________________
                                       Name: Sheila Colson
                                       Title:   Vice President

Bank Commitment:                       NATIONAL BANK OF CANADA, as a Bank
----------------

Revolving Credit Loans: $2,400,000
Original Term Loan: $800,000           By:______________________________________
                                       Name:
                                       Title:


                                       By:______________________________________
                                       Name:
                                       Title:



                                       10
<PAGE>


                                THIRD AMENDED AND
                         RESTATED REVOLVING CREDIT NOTE

$4,800,000                                                 as of April 17, 2001

     FOR  VALUE   RECEIVED,   BOUNDLESS   TECHNOLOGIES,   INC.   AND   BOUNDLESS
MANUFACTURING SERVICES,  INC.  (collectively,  the "Revolving Credit Borrowers")
HEREBY JOINTLY AND SEVERALLY  PROMISE TO PAY to the order of THE CHASE MANHATTAN
BANK  ("Bank")  at the  Administrative  Agent's  Office,  for the account of the
Applicable  Lending  Office of the Bank, the principal sum of Four Million Eight
Hundred  Thousand  Dollars  ($4,800,000)  or,  if  less,  the  aggregate  unpaid
principal amount of all Revolving Credit Loans made by the Bank to the Revolving
Credit Borrowers  pursuant to Section 2.01 of the Credit  Agreement  referred to
below,  in lawful  money of the  United  States of  America  and in  immediately
available  funds,  on the Termination  Date (as defined in the Credit  Agreement
referred to below).  The Revolving  Credit  Borrowers also jointly and severally
promise to pay interest on the unpaid principal  balance hereof,  for the period
such balance is  outstanding,  at said principal  office for the account of said
Applicable  Lending Office,  in like money, at the rates of interest as provided
in the  Credit  Agreement  referred  to below,  on the  dates and in the  manner
provided in said Credit Agreement.

     The Revolving  Credit Borrowers hereby authorize the Bank to endorse on the
Schedule  annexed  to this  Revolving  Credit  Note the  amount  and type of all
Revolving  Credit Loans made to the Revolving  Credit  Borrowers by the Bank and
all  Continuations,  Conversions and payments of principal amounts in respect of
such  Revolving  Credit  Loans,  which  endorsements  shall,  in the  absence of
manifest  error,  be conclusive as to the  outstanding  principal  amount of all
Revolving Credit Loans owed to the Bank; provided,  however, that the failure to
make such notation  with respect to any  Revolving  Credit Loan or payment shall
not limit or otherwise  affect the obligation of the Revolving  Credit Borrowers
under the Credit Agreement or this Revolving Credit Note.

     If any installment of this Revolving Credit Note becomes due and payable on
a day which is not a Banking Day, the maturity  thereof shall be extended to the
next succeeding  business day, and interest shall be payable thereon at the rate
herein specified during such extension.

     This is one of the  Revolving  Credit  Notes  referred  to in that  certain
Second Amended and Restated Credit  Agreement and Guaranty,  dated as of May 25,
2000 (as same has been and may be further  amended,  restated,  supplemented  or
modified,  from time to time, the "Credit Agreement") among the Revolving Credit
Borrowers, Boundless Acquisition Corporation ("BAC") and Boundless


                                       1
<PAGE>


Corporation  ("BC"),  The Chase  Manhattan Bank  ("Chase"),  Silicon Valley Bank
("SVB") and  National  Bank of Canada  ("NBC"),  and each other lender which may
hereafter  execute and deliver an instrument  of assignment  with respect to the
Credit Facilities as defined in and under the Credit Agreement (Chase,  SVB, NBC
and such other lenders,  each a "Bank" and collectively,  the "Banks"),  and The
Chase Manhattan Bank, as administrative,  documentation and collateral agent for
the Banks (in such capacity,  together with its successors in such capacity, the
"Administrative  Agent"), and is issued pursuant to and entitled to the benefits
of the Credit Agreement to which reference is made for a more complete statement
of the terms and conditions  under which the Revolving  Credit Loans were or are
to be made and are to be  repaid.  All  capitalized  terms  used  herein and not
defined herein shall have the meanings given to them in the Credit Agreement.

     This Note is subject to  optional  and  mandatory  prepayment  pursuant  to
Sections 2.10 and 2.11 of the Credit Agreement.

     Upon the  occurrence  of an Event of  Default,  the  unpaid  balance of the
principal  amount of this Note  together  with all accrued  but unpaid  interest
thereon,  may  become,  or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.

     This Revolving  Credit Note is secured  pursuant to certain of the Security
Documents referred to in the Credit Agreement, reference to which is hereby made
for a  description  of the  Collateral  provided for under the above  referenced
documents and the rights of the Revolving Credit Borrowers, BAC, BC, each of the
Banks, and the Administrative Agent with respect to such Collateral.

     The  Revolving  Credit  Borrowers  hereby  waive  presentment,   notice  of
dishonor,  protest  and any  other  notice or  formality  with  respect  to this
Revolving Credit Note.

     This Revolving Credit Note amends and restates and is given in substitution
for,  but not in  satisfaction  of, that  certain  Second  Amended and  Restated
Revolving  Credit  Note,  dated  as of May 25,  2000,  by the  Revolving  Credit
Borrowers in favor of the Bank, in the original  principal  amount of $6,000,000
and is entitled to the benefits of the Credit  Agreement and the Loan  Documents
and is subject to all of the agreements, terms and conditions therein contained.

     This  Revolving  Credit  Note shall be  governed  by, and  interpreted  and
construed in accordance with, the Laws of the State of New York, provided, that,
as to the maximum rate of interest which may be charged or collected if the Laws
applicable  to the Bank  permit it to charge or  collect a higher  rate than the
Laws of the State of New York, then such Laws applicable to the Bank shall apply
to the Bank under this Revolving Credit Note.


                                       2
<PAGE>


     IN WITNESS WHEREOF,  each Revolving Credit Borrower has caused this Note to
be executed and delivered by its duly authorized officer, as of the day and year
and at the place first above written.

                                       BOUNDLESS TECHNOLOGIES, INC.

                                       By:
                                          -------------------------------------
                                          Name:          Joseph Gardner
                                          Title:         Vice President


                                       BOUNDLESS MANUFACTURING SERVICES, INC.



                                       By:
                                          -------------------------------------
                                          Name:          Joseph Gardner
                                          Title:         Vice President





                                       3
<PAGE>



                        SCHEDULE TO REVOLVING CREDIT NOTE

Date                                                Unpaid
Loan Made,                                          Principal      Name of
Continued,                            Amount of     Balance of     Person
Converted    Type of   Amount of      Principal     Revolving      Making
or Paid        Loan       Loan         Prepaid      Credit Note    Notation

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------


                                       4
<PAGE>


                                THIRD AMENDED AND
                         RESTATED REVOLVING CREDIT NOTE

$4,800,000                                                 as of April 17, 2001

     FOR  VALUE   RECEIVED,   BOUNDLESS   TECHNOLOGIES,   INC.   and   BOUNDLESS
MANUFACTURING SERVICES,  INC. (collectively,  the "Revolving Credit "Borrowers")
HEREBY JOINTLY AND SEVERALLY  PROMISE TO PAY to the order of SILICON VALLEY BANK
("Bank") at the Administrative Agent's Office, for the account of the Applicable
Lending  Office of the Bank,  the  principal  sum of Four Million  Eight Hundred
Thousand Dollars ($4,800,000) or, if less, the aggregate unpaid principal amount
of all Revolving Credit Loans made by the Bank to the Revolving Credit Borrowers
pursuant to Section 2.01 of the Credit  Agreement  referred to below,  in lawful
money of the United States of America and in immediately available funds, on the
Termination  Date (as defined in the Credit  Agreement  referred to below).  The
Revolving Credit Borrowers also jointly and severally promise to pay interest on
the unpaid principal balance hereof, for the period such balance is outstanding,
at said principal office for the account of said Applicable  Lending Office,  in
like  money,  at the rates of  interest  as  provided  in the  Credit  Agreement
referred  to below,  on the  dates and in the  manner  provided  in said  Credit
Agreement.

     The Revolving  Credit Borrowers hereby authorize the Bank to endorse on the
Schedule  annexed  to this  Revolving  Credit  Note the  amount  and type of all
Revolving  Credit Loans made to the Revolving  Credit  Borrowers by the Bank and
all  Continuations,  Conversions and payments of principal amounts in respect of
such  Revolving  Credit  Loans,  which  endorsements  shall,  in the  absence of
manifest  error,  be conclusive as to the  outstanding  principal  amount of all
Revolving Credit Loans owed to the Bank; provided,  however, that the failure to
make such notation  with respect to any  Revolving  Credit Loan or payment shall
not limit or otherwise  affect the obligation of the Revolving  Credit Borrowers
under the Credit Agreement or this Revolving Credit Note.

     If any installment of this Revolving Credit Note becomes due and payable on
a day which is not a Banking Day, the maturity  thereof shall be extended to the
next succeeding  business day, and interest shall be payable thereon at the rate
herein specified during such extension.

     This is one of the  Revolving  Credit  Notes  referred  to in that  certain
Amended and Restated Credit Agreement and Guaranty, dated as of May 25, 2000 (as
same has been and may be further  amended,  restated,  supplemented or modified,
from time to time, the "Credit Agreement") among the Revolving Credit Borrowers,
Boundless Acquisition  Corporation ("BAC") and Boundless Corporation ("BC"), The
Chase Manhattan Bank ("Chase"), Silicon Valley Bank ("SVB") and National Bank of
Canada ("NBC"), and each other lender which may hereafter execute and deliver an


                                       1
<PAGE>


instrument of assignment with respect to the Credit Facilities as defined in and
under the Credit  Agreement  (Chase,  SVB,  NBC and such other  lenders,  each a
"Bank"  and  collectively,  the  "Banks"),  and The  Chase  Manhattan  Bank,  as
administrative,  documentation  and  collateral  agent  for the  Banks  (in such
capacity,  together with its  successors in such capacity,  the  "Administrative
Agent"),  and is issued  pursuant to and  entitled to the benefits of the Credit
Agreement to which reference is made for a more complete  statement of the terms
and conditions under which the Revolving Credit Loans were or are to be made and
are to be repaid. All capitalized terms used herein and not defined herein shall
have the meanings given to them in the Credit Agreement.

     This Note is subject to  optional  and  mandatory  prepayment  pursuant  to
Sections 2.10 and 2.11 of the Credit Agreement.

     Upon the  occurrence  of an Event of  Default,  the  unpaid  balance of the
principal  amount of this Note  together  with all accrued  but unpaid  interest
thereon,  may  become,  or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.

     This Revolving  Credit Note is secured  pursuant to certain of the Security
Documents referred to in the Credit Agreement, reference to which is hereby made
for a  description  of the  Collateral  provided for under the above  referenced
documents and the rights of the Revolving Credit Borrowers, BAC, BC, each of the
Banks, and the Administrative Agent with respect to such Collateral.

     The  Revolving  Credit  Borrowers  hereby  waive  presentment,   notice  of
dishonor,  protest  and any  other  notice or  formality  with  respect  to this
Revolving Credit Note.

     This Revolving Credit Note amends and restates and is given in substitution
for,  but not in  satisfaction  of, that  certain  Second  Amended and  Restated
Revolving  Credit  Note,  dated  as of May 25,  2000,  by the  Revolving  Credit
Borrowers in favor of the Bank, in the original  principal  amount of $6,000,000
and is entitled to the benefits of the Credit  Agreement and the Loan  Documents
and is subject to all of the agreements, terms and conditions therein contained.

     This  Revolving  Credit  Note shall be  governed  by, and  interpreted  and
construed in accordance with, the Laws of the State of New York, provided, that,
as to the maximum rate of interest which may be charged or collected if the Laws
applicable  to the Bank  permit it to charge or  collect a higher  rate than the
Laws of the State of New York, then such Laws applicable to the Bank shall apply
to the Bank under this Revolving Credit Note.


                                       2
<PAGE>


     IN WITNESS WHEREOF,  each Revolving Credit Borrower has caused this Note to
be executed and delivered by its duly authorized officer, as of the day and year
and at the place first above written.


                          BOUNDLESS TECHNOLOGIES, INC.

                          By:
                             -------------------------------------------------
                             Name: Joseph Gardner
                             Title: Vice President


                          BOUNDLESS MANUFACTURING
                          SERVICES, INC.

                          By:
                             -------------------------------------------------
                             Name: Joseph Gardner
                             Title: Vice President


                                       3
<PAGE>


                        SCHEDULE TO REVOLVING CREDIT NOTE

Date                                                Unpaid
Loan Made,                                          Principal      Name of
Continued,                            Amount of     Balance of     Person
Converted    Type of   Amount of      Principal     Revolving      Making
or Paid        Loan       Loan         Prepaid      Credit Note    Notation

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------



                                       1
<PAGE>


                                THIRD AMENDED AND
                         RESTATED REVOLVING CREDIT NOTE

$2,400,000                                                 as of April 17, 2001

     FOR  VALUE   RECEIVED,   BOUNDLESS   TECHNOLOGIES,   INC.   and   BOUNDLESS
MANUFACTURING SERVICES,  INC.  (collectively,  the "Revolving Credit Borrowers")
HEREBY  JOINTLY AND  SEVERALLY  PROMISE TO PAY to the order of NATIONAL  BANK OF
CANADA ("Bank") at the  Administrative  Agent's  Office,  for the account of the
Applicable  Lending  Office of the Bank,  the  principal sum of Two Million Four
Hundred  Thousand  Dollars  ($2,400,000)  or,  if  less,  the  aggregate  unpaid
principal amount of all Revolving Credit Loans made by the Bank to the Revolving
Credit Borrowers  pursuant to Section 2.01 of the Credit  Agreement  referred to
below,  in lawful  money of the  United  States of  America  and in  immediately
available  funds,  on the Termination  Date (as defined in the Credit  Agreement
referred to below).  The Revolving  Credit  Borrowers also jointly and severally
promise to pay interest on the unpaid principal  balance hereof,  for the period
such balance is  outstanding,  at said principal  office for the account of said
Applicable  Lending Office,  in like money, at the rates of interest as provided
in the  Credit  Agreement  referred  to below,  on the  dates and in the  manner
provided in said Credit Agreement.

     The Revolving  Credit Borrowers hereby authorize the Bank to endorse on the
Schedule  annexed  to this  Revolving  Credit  Note the  amount  and type of all
Revolving  Credit Loans made to the Revolving  Credit  Borrowers by the Bank and
all  Continuations,  Conversions and payments of principal amounts in respect of
such  Revolving  Credit  Loans,  which  endorsements  shall,  in the  absence of
manifest  error,  be conclusive as to the  outstanding  principal  amount of all
Revolving Credit Loans owed to the Bank; provided,  however, that the failure to
make such notation  with respect to any  Revolving  Credit Loan or payment shall
not limit or otherwise  affect the obligation of the Revolving  Credit Borrowers
under the Credit Agreement or this Revolving Credit Note.

     If any installment of this Revolving Credit Note becomes due and payable on
a day which is not a Banking Day, the maturity  thereof shall be extended to the
next succeeding  business day, and interest shall be payable thereon at the rate
herein specified during such extension.

     This is one of the  Revolving  Credit  Notes  referred  to in that  certain
Second Amended and Restated Credit  Agreement and Guaranty,  dated as of May 25,
2000 (as same has been and may be further  amended,  restated,  supplemented  or
modified,  from time to time, the "Credit Agreement") among the Revolving Credit
Borrowers,  Boundless Acquisition  Corporation ("BAC") and Boundless Corporation
("BC"),  The Chase  Manhattan  Bank  ("Chase"),  Silicon Valley Bank ("SVB") and
National  Bank of Canada  ("NBC"),  and each other  lender  which may  hereafter
execute and  deliver an  instrument  of  assignment  with  respect to the Credit
Facilities  as defined in and under the Credit  Agreement  (Chase,  SVB, NBC and
such other lenders, each a "Bank" and collectively,  the "Banks"), and The Chase
Manhattan Bank, as  administrative,  documentation  and collateral agent for the
Banks


                                       1
<PAGE>


(in  such  capacity,   together  with  its  successors  in  such  capacity,  the
"Administrative  Agent"), and is issued pursuant to and entitled to the benefits
of the Credit Agreement to which reference is made for a more complete statement
of the terms and conditions  under which the Revolving  Credit Loans were or are
to be made and are to be  repaid.  All  capitalized  terms  used  herein and not
defined herein shall have the meanings given to them in the Credit Agreement.

     This Note is subject to  optional  and  mandatory  prepayment  pursuant  to
Sections 2.10 and 2.11 of the Credit Agreement.

     Upon the  occurrence  of an Event of  Default,  the  unpaid  balance of the
principal  amount of this Note  together  with all accrued  but unpaid  interest
thereon,  may  become,  or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.

     This Revolving  Credit Note is secured  pursuant to certain of the Security
Documents referred to in the Credit Agreement, reference to which is hereby made
for a  description  of the  Collateral  provided for under the above  referenced
documents and the rights of the Revolving Credit Borrowers, BAC, BC, each of the
Banks, and the Administrative Agent with respect to such Collateral.

     The  Revolving  Credit  Borrowers  hereby  waive  presentment,   notice  of
dishonor,  protest  and any  other  notice or  formality  with  respect  to this
Revolving Credit Note.

     This Revolving Credit Note amends and restates and is given in substitution
for,  but not in  satisfaction  of, that  certain  Second  Amended and  Restated
Revolving  Credit  Note,  dated  as of May 25,  2000,  by the  Revolving  Credit
Borrowers in favor of the Bank, in the original  principal  amount of $3,000,000
and is entitled to the benefits of the Credit  Agreement and the Loan  Documents
and is subject to all of the agreements, terms and conditions therein contained.

     This  Revolving  Credit  Note shall be  governed  by, and  interpreted  and
construed in accordance with, the Laws of the State of New York, provided, that,
as to the maximum rate of interest which may be charged or collected if the Laws
applicable  to the Bank  permit it to charge or  collect a higher  rate than the
Laws of the State of New York, then such Laws applicable to the Bank shall apply
to the Bank under this Revolving Credit Note.



                                       2
<PAGE>


     IN WITNESS WHEREOF,  each Revolving Credit Borrower has caused this Note to
be executed and delivered by its duly authorized officer, as of the day and year
and at the place first above written.

                          BOUNDLESS TECHNOLOGIES, INC.

                          By:
                            -------------------------------------------------
                             Name: Joseph Gardner
                             Title: Vice President


                          BOUNDLESS MANUFACTURING
                          SERVICES, INC.

                          By:
                             -------------------------------------------------
                             Name: Joseph Gardner
                             Title: Vice President


                                       3
<PAGE>


                        SCHEDULE TO REVOLVING CREDIT NOTE

Date                                                Unpaid
Loan Made,                                          Principal      Name of
Continued,                            Amount of     Balance of     Person
Converted    Type of   Amount of      Principal     Revolving      Making
or Paid        Loan       Loan         Prepaid      Credit Note    Notation

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------

---------   --------   ---------     ----------     -----------    -----------


                                       4
<PAGE>



                             Secretary's Certificate

     I, J. Gerald  Combs,  do hereby  certify that I am the President of each of
Boundless Technologies,  Inc. and Boundless Manufacturing Services, Inc. and the
chief executive officer of Boundless Acquisition Corp. and Boundless Corporation
(each a "Company" and collectively,  the "Companies"), and pursuant to the Fifth
Amendment and Waiver to Credit  Agreement,  dated as of the date hereof,  by and
among the Companies and the several other parties thereto, FURTHER CERTIFY THAT:

     1. The Certificates of Incorporation and By-laws of each Company previously
delivered to The Chase  Manhattan  Bank, as agent for the Banks, on May 25, 2000
have not been amended, modified, revoked or rescinded as of the date hereof;

     2. Each Company is duly formed,  validly  existing and in good  standing in
the  state of its  formation  and has  filed  all  statements  and/or  documents
required by any governmental authority;

     3.  Attached  hereto  as  Exhibit  A is a true  and  complete  copy  of the
Resolutions  adopted  pursuant  to  unanimous  written  consent  of the Board of
Directors  of  each  Company,  duly  adopted  as  of  the  date  thereof,  which
resolutions  are the only  resolutions of the Board of Directors of each Company
relating to the subject  matter  thereof,  have not been  amended,  rescinded or
revoked and are in full force and effect as of the date hereof;

     4. The following  named person has been duly elected to and currently holds
the office in the  Corporation  set forth  opposite his name,  and the signature
appearing opposite his name is the genuine signature of such person:

        Name              Office                    Signature
        ----              ------                    ---------

        Joseph Gardner    Chief Financial Officer
                                                    ----------------------

     IN WITNESS  WHEREOF,  I have executed this  certification  this 17th day of
April, 2001.

                                                  -----------------------------
                                                  J. Gerald Combs

                                       1
<PAGE>


     RESOLVED,  that  in  connection  with a Fifth  Amendment  and  Waiver  (the
"Amendment and Waiver") to the Second Amended and Restated Credit  Agreement and
Guaranty  (the "Credit  Agreement),  dated as of May 25, 2000,  among  Boundless
Technologies,   Inc.,   Boundless   Manufacturing   Services,   Inc.,  Boundless
Acquisition Corp.,  Boundless  Corporation and The Chase Manhattan Bank, Silicon
Valley National Bank and National Bank of Canada (collectively, the "Banks") and
The Chase Manhattan Bank, as agent for the Banks (the  "Administrative  Agent"),
any of the officers or agents of this Corporation,  and each of them, are hereby
authorized,  directed and empowered, either jointly or severally, for, on behalf
of and in the  name of this  Corporation,  to  make,  execute  and  deliver  the
Amendment and Waiver to the  Administrative  Agent and the Banks and any and all
other   agreements,   documents  and  instruments   with  or  in  favor  of  the
Administrative  Agent or any of the Banks and delivered in  connection  with the
Amendment and Waiver; and

     RESOLVED,   that  all  actions   heretofore  taken  and  all  documentation
heretofore  delivered by any of said officers and agents,  or by any  individual
who  currently  holds or has held any of said  offices,  in  furtherance  of the
foregoing is hereby ratified, adopted, approved and confirmed and declared to be
binding and  enforceable  obligations of the  Corporation in accordance with the
respective terms and provisions thereof; and

     RESOLVED,  that  each  of  the  officers  of  the  Corporation  are  hereby
authorized  and  directed  to execute  and  deliver  any  further  certificates,
instruments  or  documents,  and take any  further  actions,  in the name and on
behalf  of the  Corporation,  as may  be  required  or  contemplated  under  the
Amendment and Waiver, or any of the other agreements,  documents and instruments
delivered  in  connection  therewith,  or as such  officer  may  otherwise  deem
desirable in order to carry out the intent of the foregoing resolutions.


                                       2
<PAGE>



                          BOUNDLESS TECHNOLOGIES, INC.
                     BOUNDLESS MANUFACTURING SERVICES, INC.

                              OFFICER'S CERTIFICATE

     I, JOSEPH GARDNER, the duly elected, qualified and acting Vice President of
each of BOUNDLESS TECHNOLOGIES,  INC. and BOUNDLESS MANUFACTURING SERVICES, INC.
(collectively,  the "Co-Borrowers"),  DO HEREBY CERTIFY THAT, in connection with
the Third Amendment and Waiver to Credit Agreement,  dated as of the date hereof
(the  "Amendment  and  Waiver"),  by  and  among  the  Co-Borrowers,   Boundless
Acquisition  Corp.,  Boundless  Corporation,  The Chase Manhattan Bank,  Silicon
Valley Bank, National Bank of Canada  (collectively,  the "Banks") and The Chase
Manhattan Bank, as Administrative  Agent for the Banks, the  representations and
warranties  by each  Co-Borrower  and each  Guarantor  set  forth in the  Credit
Agreement, are true and correct, in all material respects, on and as of the date
hereof (unless limited to an earlier date, in which event they shall be true, in
all material respects, as of such earlier date), and, after giving effect to the
Amendment  and  Waiver,  no Event of  Default  or Default  has  occurred  and is
continuing  as of  the  date  hereof  or  could  result  from  the  transactions
contemplated by the Amendment and Waiver.

     Capitalized  terms used in this  certificate and not defined shall have the
meaning assigned to them in the Credit Agreement.

     IN WITNESS  WHEREOF,  I have hereunto signed my name as of this 17th day of
April, 2001.


                                  Name:  Joseph Gardner

                                  Title:   Vice President of each of Boundless
                                           Technologies, Inc. and Boundless
                                           Manufacturing Services, Inc.