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                                                                   Exhibit 10.20

[CIBC LOGO]                                   CANADIAN IMPERIAL BANK OF COMMERCE

                                              KNOWLEDGE BASED BUSINESS (KBB)
                                              222 Queen St., 2nd Floor
                                              Ottawa, Ontario
                                              K1P 5V9

July 24, 2002

EMS TECHNOLOGIES CANADA, LTD.
1724 Woodward Drive
Ottawa, Ontario

K2C 0P9

Attention:        MR. Carl Arsenault, DIRECTOR CORPORATE FINANCE

Dear Sir,

         We, Canadian Imperial Bank of Commerce ("CIBC"), are pleased to
establish the following Credits for you, our customer.

                              OVERALL CREDIT LIMIT

Overall Credit Limit:  The total use of all Credits is not at any time to exceed
                       the sum of CDN $33,110,000 plus US$7,950,000 and GBP
                       1,000,000 exposure.

                            CREDIT A: OPERATING LINE

Credit Limit:          The lesser at any time of:

                              (a) $24,000,000; and

                              (b) the total of

                                    -        75% of the Receivable Value, plus

                                    -        95% of the EDC insured value of
                                             accounts receivable, plus

                                    -        85% of the North American
                                             government receivables under 90
                                             days, plus

                                    -        85% of the receivables under 90
                                             days from corporations of
                                             Investment Grade rated BBB+ or
                                             better from a country rated
                                             satisfactory by CIBC's Economic
                                             Division, plus

                                    -        25% of the Inventory and Unbilled
                                             Revenue which together cannot
                                             exceed $10,000,000, all of the
                                             above items without duplication,
                                             minus

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                                    -        all Priority Claims

Description and Rate:  A revolving demand credit, for general business purposes,
                       as follows:

                           (1)      CANADIAN DOLLAR LOANS AND OVERDRAFTS UNDER
                                    CENTRALIZED CASH CONTROL, AND ACCEPTANCES.
                                    This part of Credit A is available under
                                    CIBC's Centralized Cash Control (CCC)
                                    arrangement whereby debit or credit balances
                                    of each of the CCC participants are
                                    transferred at the end of each day to your
                                    CCC concentration account, subject to
                                    completion of CIBC's standard single-party
                                    Cash Management agreement.

                                    The Interest Rate according to the attached
                                    Pricing Grid.

                           (2)      U.S. DOLLAR LOANS AND OVERDRAFTS, AND
                                    ACCEPTANCES. Loans and overdrafts under this
                                    part of Credit A may not at any time exceed
                                    the US dollar equivalent of CDN$24,000,000.

                                    The Interest Rate according to the attached
                                    Pricing Grid.

Special Conditions/
Provisions:                         For the purposes of determining the
                                    operating line availability, US dollar and
                                    Euro balances in your accounts at CIBC shall
                                    be added to the availability under the
                                    operating line.

                                    CREDIT B: DEMAND INSTALMENT LOAN

Loan Amount:           $4,900,000

Purpose:               To assist with capital expenditures.

Interest Rate/Fees:    Prime Rate plus 1.5% per year.

Scheduled Payments:    Unless we make demand, you will pay CIBC as follows:

                       20 regular quarterly payments of $350,000.00 each, plus
                       interest. The next regular quarterly payment is due on
                       Sept 30, 2002. The last payment, plus any outstanding
                       principal and interest together with any other amount due
                       under this Agreement, is due on December 31, 2005.

                CREDIT C: LETTERS OF CREDIT/GUARANTEE EDC INSURED

Credit Limit:          $2,000,000

Purpose:               To support advance payment guarantees on off-shore
                       contracts, bid bonds, etc.

Fees:                  Fees are .75%, minimum $150, plus out of pocket expenses.

Documentation:         Our standard L/C documentation.

Conditions:            All Letters of Credit and/or Guarantee under this
                       facility are to be supported by Export Development
                       Corporation insurance for rightful or wrongful call.

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                        CREDIT D: FOREIGN EXCHANGE CONTRACTS

Credit Limit:          US$5,000,000

Description:           You may, at our discretion, enter into one or more spot,
                       forward or other foreign exchange rate transactions with
                       us and/or CIBC World Markets. Your ability to make use of
                       this Credit will depend upon your outstanding obligations
                       under such transactions, as determined by us. This is a
                       demand Credit.

                            CREDIT E: CORPORATE VISA

Credit Limit:          $200,000

Documentation:         Our standard VISA documentation.

                             CREDIT F: CHEQUE CREDIT

Credit Limit:          $10,000

Description:           You may negotiate cheques at our Carlingwood Branch in a
                       total face amount each day of up to the Credit Limit of
                       this Credit.

                CREDIT G: LETTERS OF CREDIT/GUARANTEE - LONG TERM

Amount:                $2,000,000

Purpose:               To assist with the issuance of Letters of
                       Credit/Guarantee for normal business purposes. Letters of
                       Credit/Guarantees may have an expiry of up to 36 months.

Interest Rate:         Fees are 1.5% per year, minimum $150, plus out of pocket
                       expenses.

Description:           Our standard Letters of Credit/Guarantee documentation.

                   CREDIT H: LETTERS OF CREDIT/GUARANTEE - GBP

Amount:                GBP 1,000,000

Purpose:               To support financing of operating lines of credit for
                       Ottercom.

Interest Rate:         Fees are 1.5% per year, minimum $150, plus out of pocket
                       expenses.

Description:           Our standard Letters of Credit/Guarantee documentation.

Term:                  Letters of Credit issued under this facility shall be for
                       maximum terms of 12 months renewable upon 30 days notice
                       to CIBC.

Special Conditions/
Provisions:            i) 50% of all outstandings under this facility shall be
                       subject to the lendable

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                       value margin coverage under the existing Operating
                       Facility - Credit A detailed herein.

                       ii) the above 50% shall increase to 100% coverage of all
                       outstandings under this facility, By October 17th if EMS
                       have not provided for an alternative and more permanent
                       funding arrangement for Ottercom, which may include
                       perfecting a security interest by CIBC in Ottercom.

                         CREDIT I: LETTERS OF CREDIT/GUARANTEE "MD"

Amount:                US $2,950,000

Purpose:               To secure the obligations of "EMS" to MacDonald Dettwiler
                       Canada "MDC", pursuant to certain requirements under the
                       Radarsat II Payload Subcontract Agreement. (for the
                       purposes of this agreement herein referred to as the "MD"
                       Letter of Credit).

                       In the interim this facility may be utilized to issue
                       short term (maximum 12 month term) L/C's that are EDC
                       insured.

Interest Rate:         Fees are 1.5% per year, minimum $150, plus out of pocket
                       expenses. Fees for all issuances of EDC insured L/C's
                       will be .75% under this facility.

Description:           Our standard Letters of Credit/Guarantee documentation.

Term:                  MD Letters of Credit issued under this facility shall be
                       for maximum initial terms of 48 months, and thereafter
                       renewable annually for 12 month term upon 30 days notice
                       to CIBC.

Special Provisions:    i) at such time as the subject MD Letter of Credit has
                       been fully cash collateralized from whatever source, CIBC
                       shall release all its interest in any further escrow
                       funds, and shall release the US $2,950,000 Guarantee from
                       EMS Technologies Inc. (as detailed under the security
                       section herein)

                       ii) at such time as EMS Technologies Canada has provided
                       for EDC insurance to cover amounts outstanding under the
                       subject MD Letter of Credit to the satisfaction of CIBC,
                       CIBC shall further release all cash collateralization of
                       the subject MD Letter of Credit.

                       iii) notwithstanding any other provision of this
                       agreement if for any reason the Escrow Agreement has not
                       been entered into by EMS and MDC in the form agreed to by
                       CIBC, by March 1, 2003, then EMS shall otherwise secure
                       the subject Letter of Credit 100% by cash security to be
                       fully hypothecated to the bank.

                       iv) any cash security hypothecated to the bank in
                       accordance with item iii) above will be released by the
                       bank provided EMS has met condition ii) or at such time

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                       as escrow funds have been released to CIBC in accordance
                       with the direction contemplated as part of our security
                       package therein.

                                    SECURITY

Security:              The following security is required:

Assignment of          General assignment of accounts receivable.
Receivables:

Security Agreement     All personal property of the business now owned (which
(GSA):                 includes among other things inventory, equipment and
                       receivables), and all personal property acquired in the
                       future.

Bank Act security:     Security under section 427 of the Bank Act.

Guarantee:             Guarantee from EMS Holdings, Inc. in an amount that is
                       unlimited.

                       Guarantee from EMS Technologies Inc. in an amount that is
                       limited to $5,000,000.

Special Conditions
/Provisions:           EMS Technologies Inc. shall also agree with CIBC that it
                       shall remain fully and solely responsible for payment of
                       all amounts owing to Spar Aerospace Limited pursuant to
                       the Asset Purchase Agreement, dated December 30, 1998,
                       unless CIBC agrees in writing to the contrary.

Assignment and
Postponement of
Claim:                 Assignment and postponement of claim from

                       EMS Technologies Inc. in an amount that is limited to
                       $12,000,000.

Other security:        A pledge of all issued and outstanding shares in the name
                       of EMS Holdings Inc., together with delivery to CIBC of
                       the original share certificates.

                       Floating hypothecation of U.S. balances.

                       Euro Currency Offset Agreement

                       Immoveable Hypothec to be registered against the property
                       and plant in Ste. Anne, Quebec.

                       Moveable Hypothec to be registered in Quebec.

Security Required For
Advances Under "MD"
L/C Facility I:        Note that the following additional security is required
                       only at such time as the borrower requests a non EDC
                       insured drawing under the MD L/C facility.

                       i) EMS Technologies Inc shall provide an unconditional
                       guarantee to CIBC for the full amount of the MD Letter of
                       Credit exposure (US $2,950,000).

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                       ii) EMS Technologies Canada shall pledge to CIBC its
                       interest in all funds up to a total of US $2,950,000 as
                       detailed in the Escrow Agreement and Accompanying
                       letter(s) of October 1998. Further, EMS Technologies
                       Canada pledges to CIBC the first US $2,950,000 of funds
                       when released under the Escrow Agreement.

                       iii) EMS Technologies Canada shall execute any other
                       documentation as requested by CIBC and/or its counsel to
                       ensure that the above pledge of escrow funds are secured
                       by CIBC, which may include but not be limited to
                       Directions for payment to the escrow agent. Said
                       documentation may also be provided to MacDonald Dettwiler
                       by way of notice or otherwise as recommended by CI BC and
                       its Counsel.

                       iv) EMS Technologies Canada and EMS Technologies Inc
                       agree to fully cash collateralize the MD Letters of
                       Credit to be issued to MacDonald Dettwiler Canada in the
                       amount of US $2,950,000 at such time as it becomes
                       "operative" as defined in the letter of credit, if at
                       that time CIBC has not received for any reason the above
                       noted escrow funds.

Security Required For
Advances Under GBP
L/C Facility G:        A pledge of shares and/or the guarantee of Ottercom (in
                       accordance with any applicable UK law)

                       A release by Barclays Bank PLC UK of all its interest in
                       the assets of Ottercom

                  All other security, other documentation and agreements granted
                  or to be granted in favour of CIBC from time to time.

                  All of the above security shall enjoy first priority to the
                  assets secured thereunder.

Condition Precedent:   Prior to any advances under the additional facilities
                       available under this commitment the bank shall have
                       received the following items:

                       i)     an executed copy of standard form ISDA agreement
                              in support of Credit D the Foreign Exchange
                              Contract Facility.

                       ii)    The borrower shall have provided CIBC with Written
                              evidence of approval from Sun Trust Bank that it
                              is in agreement with the Borrower entering into
                              these additional credit commitments.

                       iii)   The borrower shall have provided CIBC with all
                              outstanding documents, reports and items as
                              detailed in our letter of June 28, 2002 (copy
                              attached for reference).

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                                    COVENANTS

Covenants:           You will ensure that:

                       CURRENT RATIO: Your Current Ratio is not at any time less
                       than 1.10:1. This will be measured quarterly.

                       OTHER: Fixed Charge Ratio: Your Fixed Charge Ratio shall
                       not be less than 1.25:1. This will be measured quarterly.
                       For clarity the Fixed Charge ratio is the ratio of
                       EBITDA, less approved capital expenditures divided by the
                       total of principal payments, unfunded capital expense and
                       cash interest expense.

                       EFFECTIVE EQUITY: Your Effective Equity shall not be less
                       than $41,285,000 plus 50% of future net income. For
                       clarity, Effective Equity shall include postponed loans
                       but shall not include intangibles such as the Skybridge
                       equity investment. This shall be measured quarterly.

                       FUNDED DEBT TO EBITDA: Your Funded Debt to EBITDA is not
                       to exceed 2.50x.

                       CAPITAL EXPENDITURES: Your Capital Expenditures for
                       fiscal 2002 will not exceed $7,000,000 without our prior
                       written consent.

                       OTHER:

                       Repayment of shareholder loans or other amounts owing to
                       EMS Technologies Inc. as of the date hereof will not
                       occur without the prior written consent of CIBC.

                       Where the previous four quarters do not reflect
                       cumulative positive net income, there will not be more
                       than two consecutive quarters of non profitability, as
                       measured by net income, unless offset by a corresponding
                       shareholder loan or equity injection.

                       There shall not be any changes in effective ownership or
                       control without our prior written consent.

                       You provide an undertaking to conduct business
                       substantially in accordance with the business plan
                       provided to CIBC.

                       CIBC shall have the right to approve the Capital
                       Expenditure Budget prior to the start of each fiscal year
                       and shall receive an annual budget for the company no
                       later than December 31 of each year, which budgets are
                       subject to CIBC's approval for the purposes of these
                       credit facilities.

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                       REPORTING REQUIREMENTS

Reporting Requirements: You will provide:

                           (1)      Within 30 days of each calendar month-end, a
                                    summary of Receivable Value and a summary of
                                    Inventory Value, together with an aged list
                                    of receivables and a Monthly Statement of
                                    Available Credit Limit, as of that
                                    month-end.

                           (2)      Within 30 days of the end of each month,
                                    financial statements for that month.

                           (3)      Within 90 days of each fiscal year-end,
                                    financial statements for that fiscal year on
                                    an audited basis.

                           (3)      Within 90 days of each fiscal year-end, a
                                    business plan/forecast for the next fiscal
                                    year, including quarterly projected balance
                                    sheets, income statements and cash flow
                                    projections.

                           (4)      By January 15, and July 15 of each year a
                                    backlog listing dated December 31, and June
                                    30 respectively.

                                      FEES

Loan Administration:    $500 per month on Canadian dollar loans and overdrafts.

Other:                  A Renewal Fee of $75,000 is payable upon acceptance of
                        this offer.

For Credit A:           Operating Line, a 0.25% standby fee per year of the
                        undrawn portion will be payable monthly.

All legal costs are the responsibility of the customer.

                                OTHER PROVISIONS

Calculations:           When applicable, the calculations made under the
                        "Covenants" and "Reporting Requirements" sections of
                        this Agreement are to be done on a consolidated basis.

Interest Rate           Currently 21% per year.  If the Credit Limit of a
Applicable to Credit    Credit, or the Credit Limit of part of a Credit, or the
Limit Excesses:         Overall Credit Limit, is exceeded at any time, the
                        Interest Rate Applicable to Credit Limit Excesses is
                        calculated on that excess amount.

                        In connection with any amounts in foreign currency, see
                        "Foreign Currency Conversion" in the Attached Schedule.

Next Scheduled          We will review the credit by April 30, 2003.

Review Date:            At that time, we will review your financial statements
                        and those of the

<PAGE>

                       guarantors, your forecast business and financial plans,
                       and how well you have complied with the requirements of
                       this Agreement. The terms of this Agreement will continue
                       to apply until either a new Agreement or an Amendment to
                       this one is settled.

Standard Credit Terms: The attached Schedule - Standard Credit Terms forms part
                       of this Agreement.

         Please indicate your acceptance of these terms by returning a signed
copy of this Agreement. If we do not receive a signed copy by July 30, 2002,
then this offer will expire.

         Upon acceptance, this Agreement replaces the existing credit agreement
dated May 1, 2001, together with all amendments and additions there to as
between you and CIBC. Outstanding amounts (and security) under that Agreement
will be covered by this Agreement.

         Yours truly,

         CANADIAN IMPERIAL BANK OF COMMERCE

         by:

         __________________________________

         DAVID EDWARDS
         Director

         Phone:   (613) 564-8902
         Fax:     (613) 563-9600
         E-mail:  dedwards@kbb.cibc.com

<PAGE>

Acknowledgment:        The undersigned certifies that all information provided
                       to CIBC is true, and acknowledges receipt of a copy of
                       this Agreement (including any Schedules referred to
                       above).

         Accepted this _______  day of ____________________________ , _______.

         EMS TECHNOLOGIES CANADA, LTD.

         By:    ______________________________   By:    ________________________

         Name:  ______________________________   Name:  ________________________

         Title: ______________________________   Title: ________________________

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SCHEDULE OF GRID BASED PRICING FOR $24,000,000 OPERATING FACILITY - CREDIT A:

PRICING SHALL BE DETERMINED BY THE PERFORMANCE OF THE BORROWER IN ANY QUARTER
AND SHALL BE EFFECTIVE FROM THE DATE OF REPORTING REQUIREMENT TO THE BANK UNTIL
THE NEXT QUARTER REPORTING AND THEN ADJUSTED ACCORDING THE THE FOLLOWING TEST
LEVELS.

PRICING DECREASES SHALL APPLY ONLY WHERE ALL OF THE DECREASED PRICE TEST LEVELS
HAVE BEEN MET, IN EACH CASE. WHERE ANY ONE OF THE TEST LEVELS IN A GRID CATEGORY
HAVE NOT BEEN MET THE HIGHER PRICING THRESHOLD APPLIES.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                CURRENT MINIMUM       INCREASED PRICE        STANDARD PRICE TEST       DECREASED PRICE TEST
           RATIO/TEST         DEFAULT LEVEL TESTS        TEST LEVEL                LEVEL                       LEVEL*
--------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                     <C>                    <C>                       <C>
DRAWN PRICING AT PRIME OR US  Default Level Rates:    1.25%                  1%                        .75%
BASE RATE PLUS:
--------------------------------------------------------------------------------------------------------------------------
CURRENT RATIO                 1.10                    Less than 1.15         Between 1.15 and 1.30     Greater than 1.30
--------------------------------------------------------------------------------------------------------------------------
FUNDED DEBT/EBITDA            Dec 2.50x               Greater than- 2.00x    Between 2.00x and 1.50x   Better than 1.50x
--------------------------------------------------------------------------------------------------------------------------
FIXED CHARGE RATIO            1.25x                   Less than 1.50x        Between 1.50x and 2.00x   Better than 2.00x
--------------------------------------------------------------------------------------------------------------------------
GTEE LEVEL                    $5MM                    $5MM                   $5MM                      $5MM
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

Drawn Pricing at Prime or US Base Rate plus 0.75 can also be obtained at any
time that the company provides a Gtee from the parent (EMS Technologies Inc) in
the amount of $12MM, and provided that the Current Minimum Default Level Tests
are maintained.

<PAGE>

                        SCHEDULE - STANDARD CREDIT TERMS

                               ARTICLE 1 - GENERAL

1.1      INTEREST RATE. You will pay interest on each Credit at nominal rates
per year equal to:

         (a)      for amounts above the Credit Limit of a Credit or a part of a
Credit or the Overall Credit Limit, as described in section 1.4, or for amounts
that are not paid when due, the Interest Rate Applicable to Credit Limit
Excesses, and

         (b)      for any other amounts, the rate specified in this Agreement.

1.2      VARIABLE INTEREST. Each variable interest rate provided for under this
Agreement will change automatically, without notice, whenever the Prime Rate or
the U.S. Base Rate, as the case may be, changes.

1.3      PAYMENT OF INTEREST. Interest is calculated on the daily balance of the
Credit at the end of each day. Interest is due once a month, unless the
Agreement states otherwise. Unless you have made other arrangements with us, we
will automatically debit your Operating Account for interest amounts owing. If
your Operating Account is in overdraft and you do not deposit to the account an
amount equal to the monthly interest payment, the effect is that we will be
charging interest on overdue interest (which is known as compounding). Unpaid
interest continues to compound whether or not we have demanded payment from you
or started a legal action, or get judgment, against you.

1.4      INTEREST RATE APPLICABLE TO CREDIT LIMIT EXCESSES. To determine whether
the Interest Rate Applicable to Credit Limit Excesses is to be charged, the
following rules apply:

         (a)      Interest Rate Applicable to Credit Limit Excesses will be
charged on the amount that exceeds the Credit Limit of any particular Credit.
This will happen even if the Overall Credit Limit has not been exceeded.

         (b)      If there are several parts of a Credit, Interest Rate
Applicable to Credit Limit Excesses will be charged if the Credit Limit of a
particular part is exceeded. For example, if Credit A's limit is $250,000, and
the limit of one part is $100,000 and the limit of that part is exceeded by
$25,000, the Interest Rate Applicable to Credit Limit Excesses will be charged
on that $25,000 excess, even if the total amount outstanding under Credit A is
less than $250,000.

         (c)      To determine if the Overall Credit Limit has been exceeded,
the outstanding principal amount of each Credit is totalled, and any amounts in
foreign currency are converted to Canadian dollars. If that total exceeds the
Overall Credit Limit, the Interest Rate Applicable to Credit Limit Excesses will
be charged on that excess amount. For example, if there are three Credits, each
with a Credit Limit of $100,000 and an Overall Credit Limit of $250,000, if each
of those Credits is at $90,000, they are each under their own Credit Limits, but
the Overall Credit Limit has been exceeded by $20,000, and the Interest Rate
Applicable to Credit Limit Excesses will be charged on that excess amount.

1.5      FEES. You will pay CIBC's fees for each Credit as out lined in the
Letter. You will also reimburse us for all reasonable fees (including legal
fees) and out-of-pocket expenses incurred in registering any security, and in
enforcing our rights under this Agreement or any security. We will automatically
debit your Operating Account for fee amounts owing.

1.6      OUR RIGHTS RE DEMAND CREDITS. At CIBC, we believe that the
banker-customer relationship is based on mutual trust and respect. It is
important for us to know all the relevant information (whether good or bad)
about your business. CIBC is itself a business. Managing risks and monitoring
our customers' ability to repay is critical to us. We can only continue to lend
when we feel that we are likely to be repaid. As a result, if you do something
that jeopardizes that relationship, or if we no longer feel that you are likely
to repay all amounts borrowed, we may have to act. We may decide to act, for
example, because of something you have done, information we receive about your
business, or changes to the economy that affect your business. Some of the
actions that we may decide to take include requiring you to give us more
financial information, negotiating a change in the interest rate or fees, or
asking you to get further accounting assistance, put more cash into the
business, provide more security, or produce a satisfactory business plan. It is
important to us that your business succeeds. We may, however, at our discretion,
demand immediate repayment of any outstanding amounts under any demand Credit.
We may also, at any time and for any cause, cancel the unused portion of any
demand Credit. Under normal circumstances, however, we will give you 30 days'
notice of any of these actions.

1.7      PAYMENTS. If any payment is due on a day other than a Business Day,
then the payment is due on the next Business Day.

<PAGE>

1.8      APPLYING MONEY RECEIVED. If you have not made payments as required by
this Agreement, or if you have failed to satisfy any term of this Agreement (or
any other agreement you have that relates to this Agreement), or at any time
before default but after we have given you appropriate notice, we may decide how
to apply any money that we receive. This means that we may choose which Credit
to apply the money against, or what mix of principal, interest, fees and overdue
amounts within any Credit will be paid.

1.9      INFORMATION REQUIREMENTS. We may from time to time reasonably require
you to provide further information about your business. We may require
information from you to be in a form acceptable to us.

1.10     INSURANCE. You will keep all your business assets and property insured
(to the full insurable value) against loss or damage by fire and all other risks
usual for property such as yours (plus for any other risks we may reasonably
require). If we request, these policies will include a loss payee clause (and if
you are giving us mortgage security, a mortgagee clause). As further security,
you assign all insurance proceeds to us. If we ask, you will give us either the
policies themselves or adequate evidence of their existence. If your insurance
coverage for any reason stops, we may (but do not have to) insure the property.
We will automatically debit your Operating Account for these amounts. Finally,
you will notify us immediately of any loss or damage to the property.

1.11     ENVIRONMENTAL. You will carry on your business, and maintain your
assets and property, in accordance with all applicable environmental laws and
regulations. If (a) there is any release, deposit, discharge or disposal of
pollutants of any sort (collectively, a "Discharge") in connection with either
your business or your property, and we pay any fines or for any clean-up, or (b)
we suffer any loss or damage as a result of any Discharge, you will reimburse
CIBC, its directors, officers, employees and agents for any and all losses,
damages, fines, costs and other amounts (including amounts spent preparing any
necessary environmental assessment or other reports, or defending any lawsuits)
that result. If we ask, you will defend any lawsuits, investigations or
prosecutions brought against CIBC or any of its directors, officers, employees
and agents in connection with any Discharge. Your obligation to us under this
section continues even after all Credits have been repaid and this Agreement has
terminated.

1.12     CONSENT TO RELEASE INFORMATION. We may from time to time give any
credit or other information about you to, or receive such information from, (a)
any financial institution, credit reporting agency, rating agency or credit
bureau, (b) any person, firm or corporation with whom you may have or propose to
have financial dealings, and (c) any person, firm or corporation in connection
with any dealings you have or propose to have with us. You agree that we may use
that information to establish and maintain your relationship with us and to
offer any services as permitted by law, including services and products offered
by our subsidiaries when it is considered that this may be suitable to you.

1.13     OUR PRICING POLICY. Fees, interest rates and other charges for your
banking arrangements are dependent upon each other. If you decide to cancel any
of these arrangements, you will have to pay us any increased or added fees,
interest rates and charges we determine and notify you of. These increased or
added amounts are effective from the date of the changes that you make.

1.14     PROOF OF DEBT. This Agreement provides the proof, between CIBC and you,
of the credit made available to you. There may be times when the type of Credit
you have requires you to sign additional documents. Throughout the time that we
provide you credit under this Agreement, our loan accounting records will
provide complete proof of all terms and conditions of your credit (such as
principal loan balances, interest calculations, and payment dates).

1.15     RENEWALS OF THIS AGREEMENT. This Agreement will remain in effect for
your Credits for as long as they remain unchanged. We have shown a Next
Scheduled Review Date in the Letter. If there are no changes to the Credits this
Agreement will continue to apply, and you will not need to sign anything
further. If there are any changes, we will provide you with either an amending
agreement, or a new replacement Letter, for you to sign.

1.16     CONFIDENTIALITY: The terms of this Agreement are confidential between
you and CIBC. You therefore agree not to disclose the contents of this Agreement
to anyone except your professional advisors.

1.17     PRE-CONDITIONS. You may use the Credits granted to you under this
Agreement only if:

         (a)      we have received properly signed copies of all documentation
that we may require in connection with the operation of your accounts and your
ability to borrow and give security;

         (b)      all the required security has been received and registered to
our satisfaction;

         (c)      any special provisions or conditions set forth in the Letter
have been complied with; and

         (d)      if applicable, you have given us the required number of days
notice for a drawing under a Credit.

1.18     ASSIGNMENT. CIBC may assign, sell or participate (referred to as a
"transfer") all or any part of its rights and obligations under this Agreement,
or under any Credit granted in this Agreement, to any third party (a "Lender"),
subject to your prior written consent. You will not unreasonably withhold your

<PAGE>

consent. For a Demand Credit, CIBC will not need your consent if we have made
demand and you have failed to repay us in full. For a Committed Credit, we will
not need your consent if there has been an Event of Default that is not capable
of being remedied. You agree to sign any documents and take any actions that any
Lender may reasonably require in connection with any such transfer. Upon
completion of the transfer, the

Lender will have the same rights and obligations under this Agreement as if it
were a party to it.

1.19     NOTICES. We may give you any notice in person or by telephone, or by
letter that is sent either by fax or by mail.

1.20     USE OF THE OPERATING LINE. You will use your Operating Line only for
your business operating cash needs. You are responsible for all debits from the
Operating Account that you have either initiated (such as cheques, loan
payments, pre-authorized debits, etc.) or authorized us to make. Payments are
made by making deposits to the Operating Account. You may not at any time exceed
the Credit Limit. We may, without notice to you, return any debit from the
Operating Account that, if paid, would result in the Credit Limit being
exceeded, unless you have made prior arrangements with us. If we pay any of
these debits, you must repay us immediately the amount by which the Credit Limit
is exceeded.

1.21     MARGIN REQUIREMENTS. If your Operating Line is margined against
Inventory and/or Receivable Value, the available Credit Limit of that Credit is
the lesser of the Credit Limit stated in the Letter and the amount calculated
using the Monthly Statement of Available Credit Limit.

1.22     FOREIGN CURRENCY CONVERSION. If this Agreement includes foreign
currency Credits, then currency changes may affect whether either the Credit
Limit of any Credit or the Overall Credit Limit has been exceeded.

         (a)      See section 1.4 for the general rules on how the Interest Rate
Applicable to Credit Limit Excesses is calculated.

         (b)      To determine the Overall Credit Limit, all foreign currency
amounts are converted to Canadian dollars, even if the Credit Limits of any
particular Credits are quoted directly in a foreign currency (such as US
dollars). No matter how the Credit Limit of a particular Credit is quoted,
therefore, currency fluctuations can affect whether the Overall Credit Limit has
been exceeded. For example, if Credits X and Y have Credit Limits of C$100,000
and US$50,000, respectively, with an Overall Credit Limit of C$175,000, if
Credit X is at C$90,000 and Credit Y is at US$45,000, the Interest Rate
Applicable to Credit Limit Excesses will be charged only if, after converting
the US dollar amount, the Overall Credit Limit is exceeded.

         (c)      Whether the Credit Limit of a particular Credit has been
exceeded will depend on how the Credit Limit is quoted, as described below.

         (d)      If the Credit Limit is quoted as, for example, the US dollar
equivalent of a Canadian dollar amount, daily exchange rate fluctuations may
affect whether that Credit Limit has been exceeded. If, on the other hand, the
Credit Limit is quoted in a foreign currency (for example, directly in US
dollars), whether that Credit Limit has been exceeded is determined by reference
only to the closing balance of that Credit in that currency.

         (e)      For example, assume an outstanding balance of a Credit on a
particular day of US$200,000. If the Credit Limit is stated as "the US dollar
equivalent of C$275,000", then whether the Credit Limit of that Credit has been
exceeded will depend on the value of the Canadian dollar on that day. If the
conversion calculations determine that the outstanding balance is under the
Credit Limit, a drop in the value of the Canadian dollar the next day (without
any change in the balance) may have the effect of putting that Credit over its
Credit Limit. If, on the other hand, the Credit Limit is stated as "US$200,000",
the Credit Limit is not exceeded, and a drop in the value of the dollar the next
day will not change that (although the Overall Credit Limit may be affected).

         (f)      Conversion calculations are done on the closing daily balance
of the Credit. The conversion factor used is the mid-point between the buying
and selling rate offered by CIBC for that currency on the conversion date.

1.23     INSTALMENT LOANS. The following terms apply to each Instalment Loan.

         (a)      NON-REVOLVING LOANS. Unless otherwise stated in the Letter,
any Instalment Loan is non-revolving. This means that any principal payment made
permanently reduces the available Loan Amount. Any payment we receive is applied
first to overdue interest, then to current interest owing, then to overdue
principal, then to any fees and charges owing, and finally to current principal.

         (b)      FLOATING RATE INSTALMENT LOANS. Floating Rate Instalment Loans
may have either (i) blended payments or (ii) payments of fixed principal
amounts, plus interest, as described below.

                  (i)      BLENDED PAYMENTS. If you have a Floating Rate Loan
                  that has blended payments, the amount of your monthly payment
                  is fixed for the term of the loan, but the interest rate
                  varies with changes in the Prime or US Base Rate (as the case
                  may be). If the Prime or US Base Rate

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                  during any month is lower than what the rate was at the
                  outset, you may end up paying off the loan before the
                  scheduled end date. If, however, the Prime or US Base Rate is
                  higher than what it was at the outset, the amount of principal
                  that is paid off is reduced. As a result, you may end up still
                  owing principal at the end of the term because of these
                  changes in the Prime or US Base Rate.

                  (ii)     PAYMENTS OF PRINCIPAL PLUS INTEREST. If you have a
                  Floating Rate Loan that has regular principal payments, plus
                  interest, the principal payment amount of your Loan is due on
                  each payment date specified in the Letter. The interest
                  payment is also due on the same date, but it is debited from
                  your Operating Account one or two banking days later. Although
                  the principal payment amount is fixed, your interest payment
                  will usually be different each month, for at least one and
                  possibly more reasons, namely: the reducing principal balance
                  of your loan, the number of days in the month, and changes to
                  the Prime Rate or US Base Rate (as the case may be).

         (c)      PREPAYMENT. Unless otherwise agreed, the following terms apply
to prepayment of any Instalment Loan:

                  (i)      FLOATING RATE INSTALMENT LOANS. You may prepay all or
                  part of a Floating Rate Instalment Loan (whether it is a
                  Demand or a Committed Loan) at any time without notice or
                  penalty.

                  (ii)     FIXED RATE INSTALMENT LOANS. You may prepay all (but
                  not part) of a fixed Rate Instalment Loan, on the following
                  condition. You must pay us, on the prepayment date, a
                  prepayment fee equal to the greater of (A) three months'
                  interest on the Loan, and (B) the interest rate differential
                  for the remainder of the term of the Loan, determined in
                  accordance with the standard formula used by CIBC in these
                  situations.

         (d)      DEMAND OF FIXED RATE DEMAND INSTALMENT LOANS. If you have a
Fixed Rate Demand Instalment Loan and we make demand for payment, you will owe
us (i) all outstanding principal, (ii) interest, (iii) any other amount due
under this Agreement, and (iv) a prepayment fee. The prepayment fee is equal to
the interest rate differential for the remainder of the term of the loan, in
accordance with the standard formula used by CIBC in these situations.

                             ARTICLE 2 - DEFINITIONS

2.1 DEFINITIONS. In this Agreement, the following terms have the following
meanings:

"Acceptances" means "L/C Acceptances" or "Avalized Documentary Collections" or
both as the case may be.

"Avalized Documentary Collection" means a bill of exchange, drawn on you,
avalized by CIBC at your request.

"Base Rate Loan" means a US dollar loan on which interest is calculated by
reference to the US Base Rate.

"Business Day" means any day (other than a Saturday or a Sunday) that the CIBC
Branch/Centre is open for business.

"CIBC Branch/Centre" means the CIBC branch or banking centre noted on the first
page of this Agreement, as changed from time to time by agreement between the
parties.

"Credit" means any credit referred to in the Letter, and if there are two or
more parts to a Credit, "Credit" includes reference to each part.

"Credit Limit" of any Credit means the amount specified in the Letter as its
Credit Limit, and if there are two or more parts to a Credit, "Credit Limit"
includes reference to each such part.

"Current Assets" are cash, accounts receivable, inventory and other assets that
are likely to be converted into cash, sold, exchanged or expended in the normal
course of business within one year or less, excluding amounts due from related
parties.

"Current Liabilities" means debts that are or will become payable within one
year or one operating cycle, whichever is longer. They usually include accounts
payable, accrued expenses, deferred revenue and the current portion of long-term
debt.

"Current Ratio" means the ratio of Current Assets to Current Liabilities.

"Interest Rate Applicable to Credit Limit Excesses", unless otherwise defined in
the Letter, means the Standard Overdraft Rate.

"Demand Instalment Loan" means an Instalment Loan that is payable upon demand.
Such a Loan may be either at a fixed or a floating rate of interest.

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"Fixed Rate Instalment Loan" means an Instalment Loan that is also a Fixed Rate
Loan.

"Fixed Rate Loan" means any loan drawn down, converted or extended under a
Credit at an interest rate which was fixed for a term, instead of referenced to
a variable rate such as the Prime Rate or US Base Rate, at the time of such
drawdown, conversion or extension. For purposes of certainty, a Fixed Rate Loan
includes a LIBOR Loan.

"Floating Rate Instalment Loan" means either an Instalment Loan that is either a
Prime Rate Loan or a Base Rate Loan.

"Instalment Loan" means a loan that is repayable either in fixed instalments of
principal, plus interest, or in blended instalments of both principal and
interest. A Demand Instalment Loan is repayable on demand. A Committed
Instalment Loan is repayable only upon the occurrence of an Event of Default.

"Inventory Value" means the total value (based on the lower of cost or market)
of your inventories (other than

(i) inventories supplied by trade creditors who at that time have not been fully
paid and would have a right to repossess all or part of such inventories if you
were then either bankrupt or in receivership,

(ii) work in process, and

(iii) those inventories we may from time to time designate.

"Letter" means the letter agreement between you and CIBC to which this Schedule
and any other Schedules are attached.

"Letter of Credit" or "L/C" means a documentary or stand-by letter of credit, a
letter of guarantee, or a similar instrument in form and substance satisfactory
to us.

"L/C Acceptance" means a draft (as defined under the Bills of Exchange Act
(Canada)) payable to the beneficiary of a documentary L/C which the L/C
applicant or beneficiary, as the case may be, has presented to us for acceptance
under the terms of the L/C.

"Monthly Statement of Available Credit Limit" means the CIBC form by that name,
as it may from time to time be changed.

"Operating Account" means the account that you normally use for the day-to-day
cash needs of your business, and may be either or both of a Canadian dollar and
a US dollar account.

"Prime Rate" means the variable reference rate of interest per year declared by
CIBC from time to time to be its prime rate for Canadian dollar loans made by
CIBC in Canada.

"Prime Rate Loan" means a Canadian dollar loan on which interest is calculated
by reference to Prime Rate.

"Priority Claims" means any amount owing to a creditor that ranks, or may rank,
equal to or in priority to our security. These may include unremitted source
deductions and taxes; other amounts owing to governments and governmental
bodies; and amounts owing to creditors who may claim priority under the
Bankruptcy and Insolvency Act or under a purchase money security interest in
inventory or equipment.

"Receivable Value" means, at any time of determination, the total value of those
of your trade accounts receivable, including accounts domiciled in the United
States, that are subject to the security (other than those accounts:

(i) outstanding for 90 days or more,

(ii) owing by persons, firms or corporations affiliated to you, and

(iii) that we may from time to time designate).

"Standard Overdraft Rate" means the variable reference interest rate per year
declared by CIBC from time to time to be its standard overdraft rate on
overdrafts in Canadian or US dollar accounts maintained with CIBC in Canada.

"US Base Rate" means the variable reference interest rate per year as declared
by CIBC from time to time to be its base rate for US dollar loans made by CIBC
in Canada.