**(b) **Borrower has the corporate power and authority to execute and deliverthis Amendment and to perform its obligations under the Loan Agreement, as amended by thisAmendment;               **(c) **the certificate of incorporation, bylaws and otherorganizationaldocuments of Borrower delivered to Bank on the Effective Date remain true, accurate and completeand have not been amended, supplemented or restated and are and continue to be in full force andeffect;               **(d) **the execution and delivery by Borrower of this Amendment and theperformance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment,have been duly authorized by all necessary corporate action on the part of Borrower;               **(e) **this Amendment has been duly executed and delivered by the Borrowerand is the binding obligation of Borrower, enforceable against it in accordance with its terms,except as such enforceability may be limited by bankruptcy, insolvency, reorganization,liquidation, moratorium or other similar laws of general application and equitable principlesrelating to or affecting creditors’ rights; and               **(f) **as of the date hereof, it has no defenses against the obligations to payanyamounts under the Obligations. Borrower acknowledges that Bank has acted in good faith and hasconducted in a commercially reasonable manner its relationships with such Borrower in connectionwith this Amendment and in connection with the Loan Documents.          Borrower understands and acknowledges that Bank is entering into this Amendment in relianceupon, and in partial consideration for, the above representations and warranties, and agrees thatsuch reliance is reasonable and appropriate.     **3. ****Limitation**. The amendments set forth in this Amendment shall be limited preciselyas written and shall not be deemed (a) to be a forbearance, waiver or modification of any otherterm or condition of the Loan Agreement or of any other instrument or agreement referred to thereinor to prejudice any right or remedy which Bank may now have or may have in the future under or inconnection with the Loan Agreement or any instrument or agreement referred to therein; (b) to be aconsent to any future amendment or modification, forbearance or waiver to any instrument oragreement the execution and delivery of which is consented to hereby, or to any waiver of any ofthe provisions thereof; or (c) to limit or impair Bank’s right to demand strict performance of allterms and covenants as of any date. Except as expressly amended hereby, the Loan Agreement shallcontinue in full force and effect.     **4**. **Effectiveness**. This Amendment shall become effective upon the satisfaction ofall the following conditions precedent:          **4.1 Amendment**. Borrower and Bank shall have duly executed and delivered this Amendment toBank; and          **4.2 Payment of Bank Expenses.**Borrower shall have paid all Bank Expenses incurred throughthe date of this Amendment.     **5. **Counterparts. This Amendment may be signed in any number of counterparts, andby different parties hereto in separate counterparts, with the same effect as if the signatures toeach such counterpart were upon a single instrument. All counterparts shall be deemed anoriginal of this Amendment.
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     **6. ****Integration**. This Amendment and any documents executed in connection herewith orpursuant hereto contain the entire agreement between the parties with respect to the subject matterhereof and supersede all prior agreements, understandings, offers and negotiations, oral orwritten, with respect thereto and no extrinsic evidence whatsoever may be introduced in anyjudicial or arbitration proceeding, if any, involving this Amendment; except that any financingstatements or other agreements or instruments filed by Bank with respect to Borrower shall remainin full force and effect.     **7. ****Governing Law; Venue**. THIS AMENDMENT SHALL BEGOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OFCALIFORNIA. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federalcourts in Santa Clara County, California.[*Remainderof page intentionally left blank - signature page follows*]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 9 to Loan Agreement to beexecuted as of the date first written above.            **Borrower****:****Rae Systems Inc**.   a Delaware corporation                  By:/s/ Randall K. Gausman          Printed Name: Randall K. Gausman           Title: CFO                     **Bank:** **Silicon Valley Bank**           By:            Printed Name:            Title:           ****