EXHIBIT 10.10

SILICON VALLEY BANK

                           LOAN AND SECURITY AGREEMENT
                                 (EXIM PROGRAM)

BORROWER: GENUS, INC.
ADDRESS: 1139 KARLSTAD DR.
     SUNNYVALE, CA 94089



DATE:    NOVEMBER    , 2001
                 ----


THIS  LOAN  AND  SECURITY  AGREEMENT  is  entered into on the above date between
SILICON  VALLEY BANK,  COMMERCIAL FINANCE DIVISION ("Silicon"), whose address is
3003  Tasman  Drive,  Santa  Clara,  California  95054 and the borrower(s) named
above  (the  "Borrower"),  whose  chief executive office is located at the above
address ("Borrower's Address").  The Schedule to this Agreement (the "Schedule")
shall for all purposes be deemed to be a part of this Agreement, and the same is
an  integral part of this Agreement.  (Definitions of certain terms used in this
Agreement  are  set  forth  in  Section  8  below.)

                                  1.     LOANS.

  1.1  LOANS.  Silicon  will  make  loans  to Borrower (the "Loans"), in amounts
determined by Silicon in its * , up to the amounts (the "Credit Limit") shown on
the  Schedule,  provided  no  Default  or  Event  of Default has occurred and is
continuing,  and  subject  to deduction of any Reserves for accrued interest and
such  other  Reserves  as  Silicon  deems  proper  from  time  to  time.

  *GOOD  FAITH  BUSINESS  JUDGMENT

  1.2 INTEREST. All Loans and all other monetary Obligations shall bear interest
at  the  rate  shown  on  the  Schedule, except where expressly set forth to the
contrary  in this Agreement.  Interest shall be payable monthly, on the last day
of  the  month.  Interest may, in Silicon's discretion, be charged to Borrower's
loan  account,  and  the same shall thereafter bear interest at the same rate as
the  other Loans.  Silicon may, in its discretion, charge interest to Borrower's
Deposit  Accounts  maintained  with  Silicon.  Regardless  of  the  amount  of
Obligations  that  may  be  outstanding  from  time  to time, Borrower shall pay
Silicon minimum monthly interest during the term of this Agreement in the amount
set  forth  on  the  Schedule  (the  "Minimum  Monthly  Interest").

  1.3  OVERADVANCES.  If  at  any  time  or  for  any  reason  the  total of all
outstanding  Loans  and  all  other  Obligations  exceeds  the  Credit Limit (an
"Overadvance"),  Borrower  shall  immediately  pay  the  amount of the excess to
Silicon,  without  notice  or  demand. Without limiting Borrower's obligation to
repay to Silicon on demand the amount of any Overadvance, Borrower agrees to pay
Silicon  interest  on the outstanding amount of any Overadvance, on demand, at a
rate  equal  to  the  interest  rate  which would otherwise be applicable to the
Overadvance,  plus  an  additional  2%  per  annum.

  1.4  FEES.  Borrower shall pay Silicon the fee(s) shown on the Schedule, which
are  in  addition  to all interest and other sums payable to Silicon and are not
refundable.

  1.5  LETTERS  OF  CREDIT. At the request of Borrower, Silicon may, in its sole
discretion,  issue  or  arrange  for  the  issuance of letters of credit for the
account  of Borrower, in each case in form and substance satisfactory to Silicon
in  its sole discretion (collectively, "Letters of Credit").  The aggregate face
amount  of  all outstanding Letters of Credit from time to time shall not exceed
the amount shown on the Schedule (the "Letter of Credit Sublimit"), and shall be
reserved  against Loans which would otherwise be available hereunder, and in the
event  at  any  time there are insufficient Loans available to Borrower for such
reserve,  Borrower shall deposit and maintain with Silicon cash collateral in an
amount  at all times equal to such deficiency, which shall be held as Collateral
for  all  purposes  of  this  Agreement.  Borrower  shall  pay  all bank charges
(including * charges of Silicon) for the issuance of Letters of Credit, together
with  such  additional fee as Silicon's letter of credit department shall charge
in connection with the issuance of the Letters of Credit. Any payment by Silicon
under or in connection with a Letter of Credit shall constitute a Loan hereunder
on  the  date  such  payment is made. Each Letter of Credit shall have an expiry
date  no  later  than  thirty  days  prior  to  the  Maturity


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Date.  Borrower hereby agrees to indemnify, save, and hold Silicon harmless from
any  loss,  cost,  expense,  or  liability,  including payments made by Silicon,
expenses,  and  reasonable attorneys' fees incurred by Silicon arising out of or
in  connection  with  any  Letters of Credit. Borrower agrees to be bound by the
regulations  and  interpretations  of  the  issuer  of  any  Letters  of  Credit
guarantied  by  Silicon  and  opened  for  Borrower's  account  or  by Silicon's
interpretations  of  any  Letter  of  Credit  issued  by  Silicon for Borrower's
account,  and  Borrower  understands and agrees that Silicon shall not be liable
for  any  error,  negligence,  or mistake, whether of omission or commission, in
following Borrower's instructions or those contained in the Letters of Credit or
any modifications, amendments, or supplements thereto. Borrower understands that
Letters  of Credit may require Silicon to indemnify the issuing bank for certain
costs  or  liabilities  arising  out  of claims by Borrower against such issuing
bank. Borrower hereby agrees to indemnify and hold Silicon harmless with respect
to any loss, cost, expense, or liability incurred by Silicon under any Letter of
Credit  as  a  result of Silicon's indemnification of any such issuing bank. The
provisions  of this Loan Agreement, as it pertains to Letters of Credit, and any
other  present  or  future  documents or agreements between Borrower and Silicon
relating  to  Letters  of  Credit  are  cumulative.

  *CUSTOMARY

                              2. SECURITY INTEREST.

  2.1  SECURITY  INTEREST.  To  secure  the  payment  and  performance of all of
the  Obligations when due, Borrower hereby grants to Silicon a security interest
in  all  of Borrower's interest in the following, whether now owned or hereafter
acquired,  and  wherever  located:  All  Inventory,  Equipment, Receivables, and
General  Intangibles,  including,  without limitation, all of Borrower's Deposit
Accounts,  and  all  money, and all property now or at any time in the future in
Silicon's  possession  (including  claims and credit balances), and all proceeds
(including  proceeds  of any insurance policies, proceeds of proceeds and claims
against third parties), all products and all books and records related to any of
the  foregoing  (all of the foregoing, together with all other property in which
Silicon  may  now  or  in  the future be granted a lien or security interest, is
referred  to  herein,  collectively,  as  the  "Collateral").

            3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER.

  In  order  to  induce  Silicon to enter into this Agreement and to make Loans,
Borrower  represents  and warrants to Silicon as follows, and Borrower covenants
that  the  following representations will continue to be true, and that Borrower
will  at  all  times  comply  with  all  of  the  following  covenants:

  3.1 CORPORATE EXISTENCE AND AUTHORITY. Borrower, if a corporation, is and will
continue  to be, duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation.  Borrower is and will continue to
be  qualified  and  licensed  to  do  business in all jurisdictions in which any
failure  to  do  so  would  have  a  material  adverse  effect on Borrower.  The
execution, delivery and performance by Borrower of this Agreement, and all other
documents  contemplated  hereby  (i) have been duly and validly authorized, (ii)
are  enforceable  against  Borrower  in  accordance  with their terms (except as
enforcement  may  be  limited  by  equitable  principles  and  by  bankruptcy,
insolvency,  reorganization,  moratorium  or similar laws relating to creditors'
rights  generally),  and (iii) do not violate Borrower's articles or certificate
of  incorporation,  or Borrower's by-laws, or any law or any  material agreement
or  instrument  which  is binding upon Borrower or its property, and (iv) do not
constitute  grounds  for acceleration of any material indebtedness or obligation
under any material agreement or instrument which is binding upon Borrower or its
property.

  3.2  NAME;  TRADE  NAMES  AND  STYLES.  The  name of Borrower set forth in the
heading  to  this  Agreement is its correct name. Listed on the Schedule are all
prior  names  of  Borrower  and all of Borrower's present and prior trade names.
Borrower  shall  give  Silicon 30 days' prior written notice before changing its
name  or doing business under any other name. Borrower has complied, and will in
the  future  comply,  with  all laws relating to the conduct of business under a
fictitious  business  name.

  3.3  PLACE  OF  BUSINESS; LOCATION OF COLLATERAL. The address set forth in the
heading  to  this  Agreement is Borrower's chief executive office.  In addition,
Borrower  has places of business and Collateral is located only at the locations
set  forth  on  the Schedule.  Borrower will give Silicon at least 30 days prior
written  notice  before  opening  any additional place of business, changing its
chief executive office, or moving any of the Collateral to a location other than
Borrower's  Address  or  one  of  the  locations  set  forth  on  the Schedule*.

  *EXCEPT  FOR  DEMONSTRATIONS  OF  INVENTORY IN THE ORDINARY COURSE OF BUSINESS

  3.4  TITLE  TO COLLATERAL; PERMITTED LIENS. * Borrower is now, and will at all
times  in  the future be, the sole owner of all the Collateral, except for items
of Equipment which are leased by Borrower. The Collateral now is and will remain
free  and  clear  of  any  and  all  liens,  charges,  security  interests,
encumbrances  and  adverse claims, except for Permitted Liens.  Silicon now has,
and  will  continue to have, a first-priority perfected and enforceable security
interest  in  all  of  the  Collateral, subject only to the Permitted Liens, and
Borrower  will at all times defend Silicon and the Collateral against all claims
of  others.  None  of  the  Collateral  now  is  or  will be affixed to any real
property  in  such  a  manner,  or  with  such intent, as to become a fixture**.
Borrower  is  not  and  will  not  become a lessee under any real property lease
pursuant  to  which  the  lessor


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may  obtain any rights in any of the Collateral and no such lease now prohibits,
restrains,  impairs  or  will  prohibit,  restrain or impair Borrower's right to
remove  any  Collateral  from  the  leased  premises. Whenever any Collateral is
located  upon  premises  in  which  any  third party has an interest (whether as
owner,  mortgagee,  beneficiary  under  a  deed  of  trust,  lien or otherwise),
Borrower  shall,  whenever  requested  by Silicon, use its best efforts to cause
such  third  party  to  execute  and  deliver  to Silicon, in form acceptable to
Silicon,  such  waivers  and  subordinations  as Silicon shall specify, so as to
ensure  that  Silicon's  rights  in the Collateral are, and will continue to be,
superior to the rights of any such third party. Borrower will keep in full force
and  effect,  and  will comply with all the terms of, any lease of real property
where  any  of  the  Collateral  now  or  in  the  future  may  be  located.

  *EXCEPT  AS  OTHERWISE  PERMITTED  BY  THIS  AGREEMENT,

  **EXCEPT  FOR  CUSTOMARY  LEASEHOLD  IMPROVEMENTS

  3.5  MAINTENANCE  OF COLLATERAL. Borrower will maintain the Collateral in good
working  condition,  and  Borrower  will not use the Collateral for any unlawful
purpose.  Borrower  will  immediately  advise Silicon in writing of any material
loss  or  damage  to  the  Collateral.

  3.6 BOOKS AND RECORDS. Borrower has maintained and will maintain at Borrower's
Address complete and accurate books and records, comprising an accounting system
in  accordance  with  generally  accepted  accounting  principles.

  3.7  FINANCIAL CONDITION, STATEMENTS AND REPORTS. All financial statements now
or  in  the  future  delivered  to  Silicon  have been, and will be, prepared in
conformity  with  generally  accepted  accounting  principles and now and in the
future  will  completely  and  accurately  reflect  the  financial  condition of
Borrower, at the times and for the periods therein stated. Between the last date
covered by any such statement provided to Silicon and the date hereof, there has
been  no  material  adverse  change  in  the  financial condition or business of
Borrower.  Borrower  is  now  and  will  continue  to  be  solvent.

  3.8  TAX  RETURNS  AND  PAYMENTS;  PENSION  CONTRIBUTIONS. Borrower has timely
filed,  and  will  timely file, all tax returns and reports required by foreign,
federal, state and local law, and Borrower has timely paid, and will timely pay,
all  foreign,  federal,  state  and  local  taxes,  assessments,  deposits  and
contributions  now  or  in  the future owed by Borrower.  Borrower may, however,
defer  payment  of any contested taxes, provided that Borrower (i) in good faith
contests  Borrower's  obligation  to  pay  the  taxes by appropriate proceedings
promptly  and  diligently  instituted  and  conducted,  (ii) notifies Silicon in
writing  of  the  commencement  of,  and  any  material  development  in,  the
proceedings, and (iii) posts bonds or takes any other steps required to keep the
contested  taxes  from  becoming a lien upon any of the Collateral.  Borrower is
unaware  of  any  claims or adjustments proposed for any of Borrower's prior tax
years  which  could  result  in  additional  taxes  becoming  due and payable by
Borrower.  Borrower has paid, and shall continue to pay all amounts necessary to
fund  all  present  and future pension, profit sharing and deferred compensation
plans in accordance with their terms, and Borrower has not and will not withdraw
from  participation in, permit partial or complete termination of, or permit the
occurrence  of any other event with respect to, any such plan which could result
in  any  liability  of  Borrower, including any liability to the Pension Benefit
Guaranty  Corporation  or  its  successors  or  any  other  governmental agency.
Borrower shall, at all times, utilize the services of an outside payroll service
providing  for  the  automatic deposit of all payroll taxes payable by Borrower.

  3.9  COMPLIANCE  WITH  LAW.  *  Borrower has complied, and will comply, in all
material  respects, with all provisions of all foreign, federal, state and local
laws  and regulations relating to Borrower, including, but not limited to, those
relating  to  Borrower's ownership of real or personal property, the conduct and
licensing  of  Borrower's  business,  and  all  environmental  matters.

  *TO  THE  BEST  OF  ITS  KNOWLEDGE,

  3.10 LITIGATION. Except as disclosed in the Schedule, there is no claim, suit,
litigation,  proceeding  or  investigation  pending  or  (to  best of Borrower's
knowledge) threatened by or against or affecting Borrower in any court or before
any  governmental  agency  (or  any  basis  therefor  known to Borrower) which *
result, either separately or in the aggregate, in any material adverse change in
the  financial  condition or business of Borrower, or in any material impairment
in  the  ability  of Borrower to carry on its business in substantially the same
manner  as  it is now being conducted.  Borrower will promptly inform Silicon in
writing  of  any  claim,  proceeding,  litigation or investigation in the future
threatened  or  instituted  by or against Borrower involving any single claim of
$50,000  or  more,  or  involving  $100,000  or  more  in  the  aggregate.

  *COULD  BE  REASONABLY  EXPECTED  TO

  3.11  USE  OF  PROCEEDS.  All  proceeds  of all Loans shall be used solely for
lawful  business  purposes.  Borrower  is not purchasing or carrying any "margin
stock"  (as  defined  in  Regulation  U of the Board of Governors of the Federal
Reserve System) and no part of the proceeds of any Loan will be used to purchase
or  carry  any  "margin  stock" or to extend credit to others for the purpose of
purchasing  or  carrying  any  "margin  stock."

                                4. RECEIVABLES.

     4.1  REPRESENTATIONS  RELATING  TO  RECEIVABLES.  Borrower  represents  and
warrants to Silicon as follows:  Each Receivable with respect to which Loans are
requested  by  Borrower  shall, on the date each Loan is requested and made, (i)
represent  an  undisputed  bona  fide  existing  unconditional obligation of the


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Account  Debtor  created  by  the sale, delivery, and acceptance of goods or the
rendition  of  services  in the ordinary course of Borrower's business, and (ii)
meet  the  Minimum  Eligibility  Requirements  set  forth  in  Section  8 below.

  4.2  REPRESENTATIONS  RELATING  TO  DOCUMENTS  AND  LEGAL COMPLIANCE. Borrower
represents  and  warrants  to  Silicon  as  follows: All statements made and all
unpaid  balances  appearing  in  all  invoices,  instruments and other documents
evidencing  the  Receivables  are  and  shall  be  true and correct and all such
invoices,  instruments  and  other  documents  and  all  of Borrower's books and
records  are  and  shall be genuine and in all respects what they purport to be,
and  all  signatories and endorsers have the capacity to contract. All sales and
other  transactions  underlying  or  giving  rise to each Receivable shall fully
comply  with  all  applicable  laws  and governmental rules and regulations. All
signatures  and  endorsements  on  all  documents,  instruments,  and agreements
relating  to  all  Receivables are and shall be genuine, and all such documents,
instruments  and  agreements  are and shall be legally enforceable in accordance
with  their  terms.

  4.3 SCHEDULES AND DOCUMENTS RELATING TO RECEIVABLES. Borrower shall deliver to
Silicon  transaction reports and loan requests, schedules and assignments of all
Receivables,  and  schedules  of  collections,  all on Silicon's standard forms;
provided, however, that Borrower's failure to execute and deliver the same shall
not  affect  or  limit  Silicon's  security  interest and other rights in all of
Borrower's Receivables, nor shall Silicon's failure to advance or lend against a
specific Receivable affect or limit Silicon's security interest and other rights
therein.  Loan  requests  received  after  12:00  Noon will not be considered by
Silicon  until  the  next  Business  Day.  Together  with each such schedule and
assignment,  or  later  if  requested by Silicon, Borrower shall furnish Silicon
with  copies  (or,  at  Silicon's  request, originals) of all contracts, orders,
invoices,  and  other similar documents, and all original shipping instructions,
delivery  receipts,  bills  of  lading,  and other evidence of delivery, for any
goods  the  sale  or  disposition  of  which  gave rise to such Receivables, and
Borrower  warrants the genuineness of all of the foregoing.  Borrower shall also
furnish to Silicon an aged accounts receivable trial balance in such form and at
such  intervals  as Silicon shall  request.  In addition, Borrower shall deliver
to Silicon the originals of all instruments, chattel paper, security agreements,
guarantees  and  other  documents  and  property  evidencing  or  securing  any
Receivables,  immediately upon receipt thereof and in the same form as received,
with  all necessary indorsements, all of which shall be with recourse.  Borrower
shall also provide Silicon with copies of all credit memos within two days after
the  date  issued.

  4.4  COLLECTION  OF  RECEIVABLES. Borrower shall have the right to collect all
Receivables,  unless  and  until a Default or an Event of Default has occurred*.
Borrower  shall  hold all payments on, and proceeds of, Receivables in trust for
Silicon,  and  Borrower shall immediately deliver all such payments and proceeds
to  Silicon in their original form, duly endorsed in blank, to be applied to the
Obligations  in  such  order  as  Silicon  shall  determine. Silicon may, in its
discretion,  require  that  all  proceeds of Collateral be deposited by Borrower
into  a lockbox account, or such other "blocked account" as Silicon may specify,
pursuant  to  a  blocked  account agreement in such form as Silicon may specify.
**Silicon  or  its  designee  may,  at any time, notify Account Debtors that the
Receivables  have  been  assigned  to  Silicon.

  *AND  IS  CONTINUING

  **AFTER  THE OCCURRENCE AND DURING THE CONTINUANCE OF A DEFAULT OR AN EVENT OF
DEFAULT

  4.5.  REMITTANCE OF PROCEEDS. All proceeds arising from the disposition of any
Collateral  shall  be delivered, in kind, by Borrower to Silicon in the original
form  in  which  received  by Borrower not later than the following Business Day
after  receipt  by  Borrower,  to be applied to the Obligations in such order as
Silicon  shall  determine;  provided that, if no Default or Event of Default has
occurred*,  Borrower  shall not be obligated to remit to Silicon the proceeds of
the sale of worn out or obsolete equipment disposed of by Borrower in good faith
in  an  arm's  length  transaction for an aggregate purchase price of $25,000 or
less  (for  all  such  transactions in any fiscal year). Borrower agrees that it
will  not commingle proceeds of Collateral with any of Borrower's other funds or
property,  but  will hold such proceeds separate and apart from such other funds
and property and in an express trust for Silicon. Nothing in this Section limits
the  restrictions  on  disposition  of  Collateral  set  forth elsewhere in this
Agreement.

  *AND  IS  CONTINUING

  4.6 DISPUTES. Borrower shall notify Silicon promptly of all disputes or claims
relating  to Receivables.  Borrower shall not forgive (completely or partially),
compromise  or  settle any Receivable for less than payment in full, or agree to
do  any  of  the  foregoing,  except that Borrower may do so, provided that: (i)
Borrower  does  so  in  good  faith, in a commercially reasonable manner, in the
ordinary  course  of  business,  and  in  arm's  length  transactions, which are
reported  to Silicon on the regular reports provided to Silicon; (ii) no Default
or  Event  of  Default  has  occurred  and  is continuing; and (iii) taking into
account  all  such  discounts settlements and forgiveness, the total outstanding
Loans  will  not  exceed  the  Credit Limit.  Silicon may, at any time after the
occurrence  *  of  an  Event  of  Default,  settle  or adjust disputes or claims
directly with Account Debtors for amounts and upon terms which Silicon considers
advisable  in  its


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reasonable  credit  judgment  and, in all cases, Silicon shall credit Borrower's
Loan  account  with  only  the net amounts received by Silicon in payment of any
Receivables.

  *AND  DURING  THE  CONTINUANCE

  4.7  RETURNS.  Provided no Event of Default has occurred and is continuing, if
any  Account  Debtor returns any Inventory to Borrower in the ordinary course of
its  business,  Borrower shall promptly determine the reason for such return and
promptly  issue  a  credit  memorandum  to the Account Debtor in the appropriate
amount  (sending  a  copy to Silicon).  In the event any attempted return occurs
after  the  occurrence  *  of  any Event of Default, Borrower shall (i) hold the
returned  Inventory  in trust for Silicon, (ii) segregate all returned Inventory
from  all  of  Borrower's other property, (iii) conspicuously label the returned
Inventory  as  Silicon's  property,  and  (iv) immediately notify Silicon of the
return of any Inventory, specifying the reason for such return, the location and
condition  of  the  returned  Inventory,  and  on Silicon's request deliver such
returned  Inventory  to  Silicon.

  *AND  DURING  THE  CONTINUANCE

  4.8  VERIFICATION.  Silicon  may,  from time to time, verify directly with the
respective  Account  Debtors  the validity, amount and other matters relating to
the Receivables, by means of mail, telephone or otherwise, either in the name of
Borrower  or  Silicon  or  such  other  name  as  Silicon  may  choose.

  4.9  NO LIABILITY. Silicon shall not under any circumstances be responsible or
liable for any shortage or discrepancy in, damage to, or loss or destruction of,
any goods, the sale or other disposition of which gives rise to a Receivable, or
for  any error, act, omission, or delay of any kind occurring in the settlement,
failure  to  settle,  collection  or  failure  to collect any Receivable, or for
settling any Receivable in good faith for less than the full amount thereof, nor
shall  Silicon  be  deemed  to  be responsible for any of Borrower's obligations
under  any  contract  or  agreement giving rise to a Receivable.  Nothing herein
shall,  however,  relieve Silicon from liability for its own gross negligence or
willful  misconduct.

                        5. ADDITIONAL DUTIES OF BORROWER.

  5.1 FINANCIAL AND OTHER COVENANTS. Borrower shall at all times comply with the
financial  and  other  covenants  set  forth  in  the  Schedule.

  5.2  INSURANCE.  Borrower  shall,  at  all  times  insure  all of the tangible
personal  property  Collateral  and  carry  such  other business insurance, with
insurers  reasonably  acceptable to Silicon, in such form and amounts as Silicon
may reasonably require, and Borrower shall provide evidence of such insurance to
Silicon,  so  that Silicon is satisfied that such insurance is, at all times, in
full  force  and  effect.  All  such insurance policies shall name Silicon as an
additional  insured  and  loss  payee,  and  shall  contain a lenders loss payee
endorsement  in  form  reasonably  acceptable  to  Silicon.  Upon receipt of the
proceeds  of  any such insurance, Silicon shall apply such proceeds in reduction
of  the  Obligations  as  Silicon shall determine in its sole discretion, except
that,  provided  no  Default or Event of Default has occurred and is continuing,
Silicon  shall  release to Borrower insurance proceeds with respect to Equipment
totaling  less  than  $100,000,  which  shall  be  utilized  by Borrower for the
replacement  of  the Equipment with respect to which the insurance proceeds were
paid.  Silicon  may  require reasonable assurance that the insurance proceeds so
released  will  be  so  used.  If  Borrower  fails  to  provide  or  pay for any
insurance,  Silicon  may, but is not obligated to, obtain the same at Borrower's
expense.  Borrower  shall promptly deliver to Silicon copies of all reports made
to  insurance  companies.

  5.3  REPORTS. Borrower, at its expense, shall provide Silicon with the written
reports  set  forth in the Schedule, and such other written reports with respect
to  Borrower  (including  budgets,  sales projections, operating plans and other
financial documentation), as Silicon shall from time to time reasonably specify.

  5.4  ACCESS  TO COLLATERAL, BOOKS AND RECORDS. At reasonable times, and on one
Business  Day's  notice, Silicon, or its agents, shall have the right to inspect
the  Collateral,  and  the right to audit and copy Borrower's books and records.
Silicon  shall  take  reasonable  steps  to  keep  confidential  all information
obtained  in  any such inspection or audit*, but Silicon shall have the right to
disclose  any  such  information  to  its  auditors,  regulatory  agencies,  and
attorneys,  and  pursuant to any subpoena or other legal process.  The foregoing
inspections  and  audits  shall be at Borrower's expense and the charge therefor
shall  be  $700  per  person  per  day (or such higher amount as shall represent
Silicon's  then  current  standard  charge for the same), plus reasonable out of
pocket expenses.  Borrower will not enter into any agreement with any accounting
firm,  service bureau or third party to store Borrower's books or records at any
location  other  than  Borrower's  Address,  without  first  obtaining Silicon's
written  consent,  which  may  be conditioned upon such accounting firm, service
bureau  or  other  third  party  agreeing  to  give Silicon the same rights with
respect  to  access to books and records and related rights as Silicon has under
this  Loan  Agreement.  **Borrower  waives  the benefit of any accountant-client
privilege  or other evidentiary privilege precluding or limiting the disclosure,
divulgence  or  delivery  of  any of its books and records (except that Borrower
does  not  waive  any  attorney-client  privilege).

  *EQUIVALENT  TO  THOSE  STEPS  IT  TAKES  TO  SAFEGUARD  ITS  OWN CONFIDENTIAL
FINANCIAL  INFORMATION

  **WITH  RESPECT  TO  SILICON,


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<PAGE>
  5.5  NEGATIVE  COVENANTS. Except as may be permitted in the Schedule, Borrower
shall  not,  without  Silicon's  prior written consent, do any of the following:
(i)  merge  or consolidate with another corporation or entity*; (ii) acquire any
assets,  except in the ordinary course of business**; (iii) enter into any other
transaction  outside  the  ordinary course of business***; (iv) sell or transfer
any Collateral, except for the sale of finished Inventory in the ordinary course
of  Borrower's  business,  and  except  for  the  sale  of  obsolete or unneeded
Equipment  in  the  ordinary  course of business****; (v) store any Inventory or
other  Collateral  with  any  warehouseman  or  other third party; (vi) sell any
Inventory on a sale-or-return, guaranteed sale, consignment, or other contingent
basis;  (vii)  make  any  loans of any money or other assets  ; (viii) incur any
debts,  outside  the  ordinary  course of business, which would have a material,
adverse  effect  on Borrower or on the prospect of repayment of the Obligations;
(ix)  guarantee  or  otherwise  become liable with respect to the obligations of
another party or entity   ; (x) pay or declare any dividends on Borrower's stock
(except for dividends payable solely in stock of Borrower); (xi) redeem, retire,
purchase  or otherwise acquire, directly or indirectly, any of Borrower's stock;
(xii)  make  any  change  in  Borrower's  capital  structure  which would have a
material  adverse  effect  on  Borrower  or  on the prospect of repayment of the
Obligations;  or  (xiii)  or  (xiv) dissolve or elect to dissolve.  Transactions
permitted  by  the foregoing provisions of this Section are only permitted if no
Default  or  Event  of  Default  would  occur  as  a result of such transaction.

  *  PROVIDED,  HOWEVER,  THAT A SUBSIDIARY OF BORROWER MAY MERGE OR CONSOLIDATE
INTO  ANOTHER  SUBSIDIARY  OF  BORROWER  OR  INTO  BORROWER

  **PROVIDED,  HOWEVER,  THAT  BORROWER MAY ACQUIRE INTELLECTUAL PROPERTY ASSETS
FROM  BORROWER'S  SUBSIDIARIES  AND ENTER INTO NON-EXCLUSIVE SERVICES AGREEMENTS
WITH  BORROWER'S  SUBSIDIARIES  RELATING  THERETO

  ***  EXCEPT  AS  OTHERWISE  PERMITTED  BY  OTHER PROVISIONS OF THIS AGREEMENT;

  ****  AND  EXCEPT  FOR  THE  ISSUANCE  OF  NON-EXCLUSIVE  LICENSES AND SIMILAR
NON-EXCLUSIVE  ARRANGEMENTS  FOR  THE  USE  OF  PROPERTY  OF  BORROWER

  +  EXCEPT:  (A)  LOANS  EXISTING  AS  OF THE DATE HEREOF THAT ARE SHOWN ON THE
SCHEDULE;  AND  (B)  LOANS  CONSISTING  OF  (1)  TRAVEL  ADVANCES  AND  EMPLOYEE
RELOCATION LOANS AND OTHER EMPLOYEE LOANS AND ADVANCES IN THE ORDINARY COURSE OF
BUSINESS;  AND (2) LOANS TO EMPLOYEES, OFFICERS OR DIRECTORS FOR THE PURCHASE OF
EQUITY  SECURITIES  OF  BORROWER  PURSUANT  TO  EMPLOYEE STOCK PURCHASE PLANS OR
AGREEMENTS  APPROVED  BY  THE  BORROWER'S  BOARD  OF  DIRECTORS;  AND  (C)  DEBT
OBLIGATIONS  RECEIVED  IN  CONNECTION  WITH  THE BANKRUPTCY OR REORGANIZATION OF
CUSTOMERS OR SUPPLIERS AND IN SETTLEMENT OF DELINQUENT OBLIGATIONS OF, AND OTHER
DISPUTES WITH, CUSTOMERS OR SUPPLIERS IN THE ORDINARY COURSE OF BUSINESS AND (D)
DEBT  OBLIGATIONS  CONSISTING  OF  NOTES RECEIVABLE OF, OR PREPAID ROYALTIES AND
OTHER  CREDIT  EXTENSIONS  TO, CUSTOMERS WHO ARE NOT AFFILIATES, IN THE ORDINARY
COURSE  OF  BUSINESS

  ++  EXCEPT  FOR  EXISTING  GUARANTIES  OF  THE  OBLIGATIONS  OF THE BORROWER'S
WHOLLY-OWNED  SUBSIDIARIES

  5.6  LITIGATION  COOPERATION.  Should  any  third-party  suit or proceeding be
instituted by or against Silicon with respect to any Collateral or in any manner
relating to Borrower, Borrower shall, without expense to Silicon, make available
Borrower  and  its  officers,  employees  and  agents  and  Borrower's books and
records,  to the extent that Silicon may deem them reasonably necessary in order
to  prosecute  or  defend  any  such  suit  or  proceeding.

  5.7  FURTHER  ASSURANCES.  Borrower  agrees,  at  its  expense,  on request by
Silicon,  to  execute  all  documents and take all actions, as Silicon, may deem
reasonably  necessary  or  useful  in  order  to  perfect and maintain Silicon's
perfected  security interest in the Collateral, and in order to fully consummate
the  transactions  contemplated  by  this  Agreement.

                                   6.   TERM.
  6.1  MATURITY DATE. This Agreement shall continue in effect until the maturity
date  set  forth  on  the Schedule (the "Maturity Date"), subject to Section 6.3
below.

  6.2  EARLY TERMINATION. This Agreement may be terminated prior to the Maturity
Date  as  follows:  (i) by Borrower, effective three Business Days after written
notice  of termination is given to Silicon; or (ii) by Silicon at any time after
the  occurrence  of  an Event of Default, without notice, effective immediately.
If  this  Agreement  is  terminated by Borrower or by Silicon under this Section
6.2,  Borrower  shall  pay  to Silicon a termination fee in an amount equal to *
provided  that  no  termination  fee  shall  be  charged  if the credit facility
hereunder  is  replaced  with  a  new  facility from another division of Silicon
Valley Bank.  The termination fee shall be due and payable on the effective date
of termination and thereafter shall bear interest at a rate equal to the highest
rate  applicable  to  any  of  the  Obligations.

  *ONE  PERCENT  (1%)  OF THE OVERALL CREDIT LIMIT (AS DEFINED IN THE SCHEDULE),
PROVIDED  THAT THE TOTAL TERMINATION FEE UNDER THIS LOAN AGREEMENT AND UNDER THE
NON-EXIM  AGREEMENT  (AS  DEFINED  IN THE SCHEDULE)


                                       87
<PAGE>
SHALL  NOT  EXCEED  ONE  PERCENT  (1%)  OF  THE  OVERALL  CREDIT  LIMIT,  AND

  6.3  PAYMENT  OF OBLIGATIONS. On the Maturity Date or on any earlier effective
date  of  termination,  Borrower  shall pay and perform in full all Obligations,
whether  evidenced  by installment notes or otherwise, and whether or not all or
any  part  of  such  Obligations  are  otherwise  then due and payable.  Without
limiting  the  generality  of the foregoing, if on the Maturity Date,  or on any
earlier  effective  date  of  termination,  there are any outstanding Letters of
Credit  issued  by  Silicon  or  issued  by  another  institution  based upon an
application,  guarantee,  indemnity or similar agreement on the part of Silicon,
then on such date Borrower shall provide to Silicon cash collateral in an amount
equal  to  the face amount of all such Letters of Credit plus all interest, fees
and  cost  due  or  to  become due in connection therewith, to secure all of the
Obligations  relating  to  said  Letters  of  Credit, pursuant to Silicon's then
standard  form  cash  pledge agreement.  Notwithstanding any termination of this
Agreement,  all of Silicon's security interests in all of the Collateral and all
of  the  terms and provisions of this Agreement shall continue in full force and
effect  until  all  Obligations  have  been paid and performed in full; provided
that,  without  limiting  the  fact  that Loans are subject to the discretion of
Silicon,  Silicon  may, in its sole discretion, refuse to make any further Loans
after  termination.  No  termination shall in any way affect or impair any right
or  remedy  of  Silicon,  nor shall any such termination relieve Borrower of any
Obligation to Silicon, until all of the Obligations have been paid and performed
in  full.  Upon  payment  and  performance  in  full  of all the Obligations and
termination  of  this  Agreement,  Silicon  shall  promptly  deliver to Borrower
termination  statements,  requests for reconveyances and such other documents as
may  be  required  to  fully  terminate  Silicon's  security  interests.

                       7. EVENTS OF DEFAULT AND REMEDIES.

  7.1  EVENTS  OF  DEFAULT.  The  occurrence  of  any  of  the  following events
shall  constitute an "Event of Default" under this Agreement, and Borrower shall
give Silicon immediate written notice thereof: (a) Any warranty, representation,
statement, report or certificate made or delivered to Silicon by Borrower or any
of  Borrower's  officers,  employees  or  agents, now or in the future, shall be
untrue  or  misleading  in a material respect; or (b) Borrower shall fail to pay
when  due  any Loan or any interest thereon or any other monetary Obligation; or
(c)  the  total Loans and other Obligations outstanding at any time shall exceed
the  Credit  Limit  *;  or  (d)  Borrower  shall  fail to comply with any of the
financial covenants set forth in the Schedule or shall fail to perform any other
non-monetary  Obligation  which  by  its nature cannot be cured; or (e) Borrower
shall  fail  to  perform any other non-monetary Obligation, which failure is not
cured  within  5  Business Days after the date due; or (f) any levy, assessment,
attachment,  seizure,  lien or encumbrance (other than a Permitted Lien) is made
on all or any part of the Collateral which is not cured within 10 days after the
occurrence  of the same; or (g) any default or event of default occurs under any
obligation secured by a Permitted Lien, which is not cured within any applicable
cure  period  or  waived  in writing by the holder of the Permitted Lien; or (h)
Borrower  breaches  any  material  contract  or  obligation,  which  has  or may
reasonably  be expected to have a material adverse effect on Borrower's business
or financial condition; or (i) Dissolution, termination of existence, insolvency
or  business  failure  of  Borrower;  or  appointment  of a receiver, trustee or
custodian, for all or any part of the property of, assignment for the benefit of
creditors  by,  or  the  commencement  of  any  proceeding by Borrower under any
reorganization,  bankruptcy,  insolvency,  arrangement,  readjustment  of  debt,
dissolution  or  liquidation  law  or statute of any jurisdiction, now or in the
future  in effect; or (j) the commencement of any proceeding against Borrower or
any  guarantor  of  any of the Obligations under any reorganization, bankruptcy,
insolvency, arrangement, readjustment of debt, dissolution or liquidation law or
statute  of any jurisdiction, now or in the future in effect, which is not cured
by  the  dismissal  thereof  within  ** 30 days after the date commenced; or (k)
revocation  or  termination  of,  or limitation or denial of liability upon, any
guaranty  of  the  Obligations  or  any  attempt  to do any of the foregoing, or
commencement of proceedings by any guarantor of any of the Obligations under any
bankruptcy or insolvency law; or (l) revocation or termination of, or limitation
or  denial  of  liability  upon,  any  pledge  of  any  certificate  of deposit,
securities  or other property or asset of any kind pledged by any third party to
secure any or all of the Obligations, or any attempt to do any of the foregoing,
or  commencement  of  proceedings  by  or against any such third party under any
bankruptcy  or  insolvency  law; or (m) Borrower makes any payment on account of
any  indebtedness  or  obligation which has been subordinated to the Obligations
other  than  as  permitted  in the applicable subordination agreement, or if any
Person  who  has  subordinated such indebtedness or obligations terminates or in
any  way  limits  his subordination agreement; or (n) ***  or (o) Borrower shall
generally  not  pay  its  debts  as  they become due, or Borrower shall conceal,
remove  or  transfer  any  part of its property, with intent to hinder, delay or
defraud  its  creditors,  or  make or suffer any transfer of any of its property
which  may  be fraudulent under any bankruptcy, fraudulent conveyance or similar
law;  or  (p) there shall be a material adverse change in Borrower's business or
financial condition; or (q)



                                       88
<PAGE>
Silicon  may  cease  making  any  Loans  hereunder  during any of the above cure
periods,  and  thereafter  if  an  Event  of  Default  has  occurred****.

  *PROVIDED  THAT IF AN OVERADVANCE RESULTS DIRECTLY FROM A CHANGE BY SILICON OF
EITHER  THE  AMOUNT OF RESERVES OR OF THE MINIMUM ELIGIBILITY REQUIREMENTS, THEN
BORROWER  SHALL  HAVE  FIVE  BUSINESS  DAYS  TO  CURE  SUCH  OVERADVANCE

  **45

  ***WITHOUT  SILICON'S PRIOR WRITTEN CONSENT, (1) A "PERSON" OR "GROUP" (WITHIN
THE  MEANING  OF  SECTIONS  13(D) AND 14(D)(2) OF THE SECURITIES EXCHANGE ACT OF
1934,  AS  AMENDED)  BECOMES,  AFTER THE DATE OF THIS AGREEMENT, THE "BENEFICIAL
OWNER"  (AS  DEFINED IN RULE 13D-3 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED)  DIRECTLY  OR INDIRECTLY, OF MORE THAN 30% OF THE TOTAL VOTING POWER OF
ALL  CLASSES  OF  CAPITAL STOCK THEN OUTSTANDING OF BORROWER ENTITLED TO VOTE IN
THE  ELECTION  OF  DIRECTORS,  OR  (2) A MAJORITY OF THE MEMBERS OF THE BOARD OF
DIRECTORS  OF  A  BORROWER  SHALL  NOT  CONSTITUTE  CONTINUING  DIRECTORS

  ****AND  IS  CONTINUING

  7.2  REMEDIES.  Upon the occurrence * of any Event of Default, and at any time
thereafter,  Silicon,  at  its  option, and without notice or demand of any kind
(all  of  which are hereby expressly waived by Borrower), may do any one or more
of  the  following:  (a)  Cease  making  Loans  or otherwise extending credit to
Borrower under this Agreement or any other document or agreement; (b) Accelerate
and  declare  all or any part of the Obligations to be immediately due, payable,
and performable, notwithstanding any deferred or installment payments allowed by
any  instrument evidencing or relating to any Obligation; (c) Take possession of
any  or  all  of  the  Collateral wherever it may be found, and for that purpose
Borrower hereby authorizes Silicon without judicial process to enter onto any of
Borrower's  premises  without  interference  to  search for, take possession of,
keep,  store,  or  remove  any  of the Collateral, and remain on the premises or
cause  a  custodian  to  remain  on  the  premises in exclusive control thereof,
without  charge for so long as Silicon deems it reasonably necessary in order to
complete  the  enforcement  of  its  rights  under  this  Agreement or any other
agreement; provided, however, that should Silicon seek to take possession of any
of  the Collateral by Court process, Borrower hereby irrevocably waives: (i) any
bond  and any surety or security relating thereto required by any statute, court
rule  or  otherwise  as  an  incident  to  such  possession; (ii) any demand for
possession prior to the commencement of any suit or action to recover possession
thereof;  and  (iii)  any requirement that Silicon retain possession of, and not
dispose of, any such Collateral until after trial or final judgment; (d) Require
Borrower  to  assemble  any  or  all  of the Collateral and make it available to
Silicon  at  places  designated  by  Silicon  which are reasonably convenient to
Silicon  and Borrower, and to remove the Collateral to such locations as Silicon
may  deem advisable; (e) Complete the processing, manufacturing or repair of any
Collateral  prior  to  a  disposition  thereof and, for such purpose and for the
purpose  of  removal,  Silicon  shall have the right to use Borrower's premises,
vehicles,  hoists,  lifts,  cranes,  equipment  and  all  other property without
charge;  (f)  Sell,  lease or otherwise dispose of any of the Collateral, in its
condition  at  the  time  Silicon  obtains  possession  of  it  or after further
manufacturing, processing or repair, at one or more public and/or private sales,
in  lots  or in bulk, for cash, exchange or other property, or on credit, and to
adjourn  any  such  sale  from  time  to  time  without  notice  other than oral
announcement  at  the  time scheduled for sale.  Silicon shall have the right to
conduct such disposition on Borrower's premises without charge, for such time or
times  as  Silicon  deems reasonable, or on Silicon's premises, or elsewhere and
the  Collateral  need  not  be located at the place of disposition.  Silicon may
directly  or  through any affiliated company purchase or lease any Collateral at
any  such  public  disposition,  and if permissible under applicable law, at any
private  disposition.  Any  sale  or  other  disposition of Collateral shall not
relieve  Borrower  of  any  liability  Borrower  may  have  if any Collateral is
defective  as  to  title or physical condition or otherwise at the time of sale;
(g)  Demand  payment  of,  and  collect  any Receivables and General Intangibles
comprising  Collateral  and,  in  connection  therewith,  Borrower  irrevocably
authorizes  Silicon  to  endorse  or  sign  Borrower's  name on all collections,
receipts,  instruments  and other documents, to take possession of and open mail
addressed  to  Borrower  and  remove therefrom payments made with respect to any
item  of  the Collateral or proceeds thereof, and, in Silicon's sole discretion,
to grant extensions of time to pay, compromise claims and settle Receivables and
the  like  for  less  than  face  value;  (h)  Offset against any sums in any of
Borrower's  general,  special  or  other  Deposit Accounts with Silicon; and (i)
Demand  and receive possession of any of Borrower's federal and state income tax
returns  and  the  books  and  records  utilized  in  the preparation thereof or
referring thereto.  All reasonable attorneys' fees, expenses, costs, liabilities
and obligations incurred by Silicon with respect to the foregoing shall be added
to  and  become  part of the Obligations, shall be due on demand, and shall bear
interest  at  a rate equal to the highest interest rate applicable to any of the
Obligations.  Without  limiting  any  of Silicon's rights and remedies, from and
after the occurrence of any Event of Default, ** the interest rate applicable to
the  Obligations  shall  be  increased  by an additional four percent per annum.


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<PAGE>
  *  DURING  THE  CONTINUANCE  THEREOF

  **  AND  DURING  THE  CONTINUANCE  THEREOF

  7.3  STANDARDS FOR DETERMINING COMMERCIAL REASONABLENESS. Borrower and Silicon
agree  that a sale or other disposition (collectively, "sale") of any Collateral
which  complies  with  the following standards will conclusively be deemed to be
commercially  reasonable:  (i)  Notice of the sale is given to Borrower at least
seven  days  prior to the sale, and, in the case of a public sale, notice of the
sale  is published at least seven days before the sale in a newspaper of general
circulation  in the county where the sale is to be conducted; (ii) Notice of the
sale  describes the collateral in general, non-specific terms; (iii) The sale is
conducted at a place designated by Silicon, with or without the Collateral being
present;  (iv)  The  sale  commences at any time between 8:00 a.m. and 6:00 p.m;
(v) Payment of the purchase price in cash or by cashier's check or wire transfer
is required; (vi) With respect to any sale of any of the Collateral, Silicon may
(but is not obligated to) direct any prospective purchaser to ascertain directly
from  Borrower  any  and  all information concerning the same.  Silicon shall be
free  to  employ  other  methods  of noticing and selling the Collateral, in its
discretion,  if  they  are  commercially  reasonable.

  7.4  POWER OF ATTORNEY. Upon the occurrence * of any Event of Default, without
limiting  Silicon's  other  rights  and  remedies, Borrower grants to Silicon an
irrevocable  power  of  attorney  coupled  with  an  interest,  authorizing  and
permitting Silicon (acting through any of its employees, attorneys or agents) at
any  time,  at  its  option,  but  without obligation, with or without notice to
Borrower,  and  at  Borrower's  expense,  to  do any or all of the following, in
Borrower's  name  or  otherwise,  but  Silicon  agrees to exercise the following
powers  in  a commercially reasonable manner:  (a) Execute on behalf of Borrower
any  documents that Silicon may, in its sole discretion, deem advisable in order
to  perfect  and  maintain  Silicon's security interest in the Collateral, or in
order  to  exercise  a  right  of  Borrower  or  Silicon,  or  in order to fully
consummate all the transactions contemplated under this Agreement, and all other
present  and  future  agreements; (b) Execute on behalf of Borrower any document
exercising,  transferring or assigning any option to purchase, sell or otherwise
dispose of or to lease (as lessor or lessee) any real or personal property which
is part of Silicon's Collateral or in which Silicon has an interest; (c) Execute
on  behalf  of  Borrower,  any  invoices  relating  to any Receivable, any draft
against  any  Account  Debtor and any notice to any Account Debtor, any proof of
claim  in  bankruptcy, any Notice of Lien, claim of mechanic's, materialman's or
other  lien, or assignment or satisfaction of mechanic's, materialman's or other
lien; (d) Take control in any manner of any cash or non-cash items of payment or
proceeds  of  Collateral;  endorse the name of Borrower upon any instruments, or
documents,  evidence  of  payment  or  Collateral  that  may come into Silicon's
possession;  (e)  Endorse  all checks and other forms of remittances received by
Silicon;  (f)  Pay,  contest  or  settle any lien, charge, encumbrance, security
interest and adverse claim in or to any of the Collateral, or any judgment based
thereon,  or  otherwise  take any action to terminate or discharge the same; (g)
Grant  extensions  of  time to pay, compromise claims and settle Receivables and
General  Intangibles for less than face value and execute all releases and other
documents  in  connection  therewith;  (h)  Pay  any sums required on account of
Borrower's  taxes  or  to secure the release of any liens therefor, or both; (i)
Settle and adjust, and give releases of, any insurance claim that relates to any
of  the  Collateral  and  obtain  payment therefor; (j) Instruct any third party
having  custody or control of any books or records belonging to, or relating to,
Borrower to give Silicon the same rights of access and other rights with respect
thereto  as Silicon has under this Agreement; and (k) Take any action or pay any
sum  required  of  Borrower  pursuant to this Agreement and any other present or
future  agreements.  Any and all reasonable sums paid and any and all reasonable
costs,  expenses,  liabilities,  obligations  and  attorneys'  fees  incurred by
Silicon  with  respect to the foregoing shall be added to and become part of the
Obligations, shall be payable on demand, and shall bear interest at a rate equal
to  the highest interest rate applicable to any of the Obligations.  In no event
shall Silicon's rights under the foregoing power of attorney or any of Silicon's
other  rights  under  this  Agreement  be  deemed to indicate that Silicon is in
control  of  the  business,  management  or  properties  of  Borrower.

  *AND  DURING  THE  CONTINUANCE

  7.5  APPLICATION  OF PROCEEDS. All proceeds realized as the result of any sale
of  the  Collateral  shall  be applied by Silicon first to the reasonable costs,
expenses,  liabilities,  obligations  and attorneys' fees incurred by Silicon in
the exercise of its rights under this Agreement, second to the interest due upon
any  of  the Obligations, and third to the principal of the Obligations, in such
order  as  Silicon shall determine in its sole discretion.  Any surplus shall be
paid  to  Borrower  or  other  persons  legally entitled thereto; Borrower shall
remain  liable  to  Silicon  for  any  deficiency.  If,  Silicon,  in  its  sole
discretion,  directly  or  indirectly  enters  into  a deferred payment or other
credit  transaction  with any purchaser at any sale of Collateral, Silicon shall
have  the  option,  exercisable  at  any time, in its sole discretion, of either
reducing  the Obligations by the principal amount of purchase price or deferring
the reduction of the Obligations until the actual receipt by Silicon of the cash
therefor.

  7.6  REMEDIES  CUMULATIVE. In addition to the rights and remedies set forth in
this  Agreement, Silicon shall have all the other rights and remedies accorded a
secured  party  under the California Uniform Commercial Code and under all other
applicable  laws,  and  under  any  other  instrument  or


                                       90
<PAGE>
agreement  now  or  in the future entered into between Silicon and Borrower, and
all  of  such rights and remedies are cumulative and none is exclusive. Exercise
or  partial  exercise  by Silicon of one or more of its rights or remedies shall
not  be  deemed an election, nor bar Silicon from subsequent exercise or partial
exercise  of  any  other  rights or remedies. The failure or delay of Silicon to
exercise  any  rights or remedies shall not operate as a waiver thereof, but all
rights  and  remedies  shall  continue in full force and effect until all of the
Obligations  have  been  fully  paid  and  performed.

    8. DEFINITIONS. AS USED IN THIS AGREEMENT, THE FOLLOWING TERMS HAVE THE
                              FOLLOWING MEANINGS:

  "Account  Debtor"  means  the  obligor  on  a  Receivable.
   ---------------

  "Affiliate"  means,  with  respect  to  any  Person,  a  relative,  partner,
   ---------
shareholder, director, officer, or employee of such Person, or any parent or
subsidiary of such Person, or any Person controlling, controlled by or under
common control with such Person.

  "Business  Day"  means  a  day  on  which  Silicon  is  open  for  business.
   -------------

  "Code" means the Uniform Commercial Code as adopted and in effect in the State
   ----
of  California  from  time  to  time.

  "Collateral"  has  the  meaning  set  forth  in  Section  2.1  above.  *
   ----------

  *"CONTINUING  DIRECTOR" MEANS (A) ANY MEMBER OF THE BOARD OF DIRECTORS WHO WAS
    --------------------
A DIRECTOR (OR COMPARABLE MANAGER) OF BORROWER ON THE DATE OF THIS AGREEMENT,
AND (B) ANY INDIVIDUAL WHO BECOMES A MEMBER OF THE BOARD OF DIRECTORS AFTER THE
DATE OF THIS AGREEMENT IF SUCH INDIVIDUAL WAS APPOINTED OR NOMINATED FOR
ELECTION TO THE BOARD OF DIRECTORS BY A MAJORITY OF THE CONTINUING DIRECTORS.

  "Default"  means any event which with notice or passage of time or both, would
   -------
constitute  an  Event  of  Default.

  "Deposit  Account"  has  the meaning set forth in Section 9102(a) of the Code.
   ----------------

"Eligible  Inventory" means Inventory which Silicon, in its sole judgment, deems
 -------------------
eligible for borrowing, based on such considerations as Silicon may from time to
time  deem  appropriate*.  Without  limiting  the fact that the determination of
which  Inventory  is eligible for borrowing is a matter of Silicon's discretion,
Inventory  which  does not meet the following requirements will not be deemed to
be  Eligible  Inventory:  Inventory  which  (i)  consists  of  raw  materials or
finished  goods, in good, new and salable condition which is not perishable, not
obsolete  or  unmerchantable, and is not comprised of work in process, packaging
materials  or  supplies; (ii) meets all applicable governmental standards; (iii)
has  been  manufactured  in  compliance  with the Fair Labor Standards Act; (iv)
conforms in all respects to the warranties and representations set forth in this
Agreement;  (v)  is  at  all  times  subject  to Silicon's duly perfected, first
priority  security  interest; and (vi) is situated at a one of the locations set
forth  on  the  Schedule.

  *AND  WHICH CONSTITUTES "ELIGIBLE EXPORT-RELATED INVENTORY" (AS DEFINED IN THE
EXIM  BORROWER  AGREEMENT  REFERRED  TO  IN  THE  SCHEDULE).

  "Eligible  Receivables"  means  Receivables  arising in the ordinary course of
   --------------------
Borrower's  business  from  the  sale  of  goods or rendition of services, which
Silicon,  in its sole judgment, shall deem eligible for borrowing, based on such
considerations  as  Silicon  may  from  time to time deem appropriate*.  Without
limiting  the  fact that the determination of which Receivables are eligible for
borrowing  is  a  matter  of  Silicon's  discretion, the following (the "Minimum
                                                                         -------
Eligibility  Requirements")  are the minimum requirements for a Receivable to be
-------------------------
an  Eligible  Receivable:  (i)  the  Receivable must not be outstanding for more
than  120  days  from  its  invoice date, (ii) the Receivable must not represent
progress  billings,  or be due under a fulfillment or requirements contract with
the  Account  Debtor,  (iii)  the  Receivable  must  not  be  subject  to  any
contingencies  (including  Receivables  arising  from  sales  on  consignment,
guaranteed  sale  or other terms pursuant to which payment by the Account Debtor
may  be  conditional)***,  (iv) the Receivable must not be owing from an Account
Debtor  with  whom  Borrower  has  any  dispute  (whether or not relating to the
particular  Receivable),  (v) the Receivable must not be owing from an Affiliate
of  Borrower, (vi) the Receivable must not be owing from an Account Debtor which
is  subject  to  any  insolvency  or  bankruptcy  proceeding, or whose financial
condition  is  not  acceptable  to  Silicon,  or  which,  fails or goes out of a
material  portion  of  its business, (vii) the Receivable must not be owing from
the  United  States or any department, agency or instrumentality thereof (unless
there  has  been  compliance,  to Silicon's satisfaction, with the United States
Assignment  of Claims Act), (viii) ,  (ix) the Receivable must not be owing from
an  Account Debtor to whom Borrower is or may be liable for goods purchased from
such Account Debtor or otherwise. Receivables owing from one Account Debtor will
not  be  deemed  Eligible Receivables to the extent they exceed 25% of the total
Receivables  outstanding**.  In  addition,  if  more than 50% of the Receivables
owing  from  an  Account  Debtor  are  outstanding more than 120 days from their
invoice date (without regard to unapplied credits) or are otherwise not eligible
Receivables,  then  all  Receivables  owing  from  that


                                       91
<PAGE>
Account  Debtor  will be deemed ineligible for borrowing. Silicon may, from time
to  time,  in  its discretion, revise the Minimum Eligibility Requirements, upon
written  notice  to  Borrower.

*AND  WHICH CONSTITUTE "ELIGIBLE EXPORT-RELATED ACCOUNTS RECEIVABLE" (AS DEFINED
IN  THE  EXIM  BORROWER  AGREEMENT  REFERRED  TO  IN  THE  SCHEDULE).

  **PROVIDED  THAT  SAID  PERCENTAGE  SHALL BE 60% FROM THE FOLLOWING CUSTOMERS:
SCS  TAIWAN,  SAMSUNG, ST MICRO, INFINEON, FOREIGN LOCATIONS OF IBM, AND FOREIGN
LOCATIONS  OF  INTEL;  PROVIDED,  FURTHER,  THAT  SUCH  PERCENTAGE IS SUBJECT TO
ADJUSTMENT BY SILICON AFTER EACH INSPECTION OR AUDIT CONDUCTED BY SILICON OR ITS
AGENTS  AS  PROVIDED  FOR  HEREIN

  ***  OTHER  THAN  A  SALE  CONTINGENT  ON  THE  SUBJECT  GOODS CONFORMING WITH
BORROWER'S NORMAL PERFORMANCE CRITERIA (BUT A RECEIVABLE SHALL NOT BE AN
ELIGIBLE RECEIVABLE IF THE SALE OF GOODS GIVING RISE THERETO DOES NOT CONFORM
WITH BORROWER'S NORMAL PERFORMANCE CRITERIA)

  "Equipment"  means all of Borrower's present and hereafter acquired machinery,
   ---------
molds, machine tools, motors, furniture, equipment, furnishings, fixtures, trade
fixtures,  motor  vehicles,  tools,  parts, dyes, jigs, goods and other tangible
personal  property  (other than Inventory) of every kind and description used in
Borrower's  operations  or  owned  by  Borrower  and  any interest in any of the
foregoing,  and  all  attachments,  accessories,  accessions,  replacements,
substitutions,  additions  or  improvements  to  any  of the foregoing, wherever
located.

  "Event  of  Default"  means any of the events set forth in Section 7.1 of this
   ------------------
Agreement.
 ---

  "General  Intangibles"  means all general intangibles of Borrower, whether now
   --------------------
owned  or  hereafter  created  or  acquired  by  Borrower,  including,  without
limitation,  all choses in action, causes of action, corporate or other business
records,  Deposit  Accounts, inventions, designs, drawings, blueprints, patents,
patent  applications,  trademarks  and  the  goodwill of the business symbolized
thereby, names, trade names, trade secrets, goodwill, copyrights, registrations,
licenses,  franchises,  customer  lists, security  and other deposits, rights in
all litigation presently or hereafter pending for any cause or claim (whether in
contract,  tort  or  otherwise),  and  all  judgments  now  or hereafter arising
therefrom,  all  claims  of Borrower against Silicon, rights to purchase or sell
real  or  personal  property,  rights  as  a  licensor  or licensee of any kind,
royalties,  telephone numbers, proprietary information, purchase orders, and all
insurance  policies and claims (including without limitation life insurance, key
man  insurance,  credit  insurance,  liability insurance, property insurance and
other  insurance),  tax  refunds and claims, computer programs, discs, tapes and
tape  files,  claims under guaranties, security interests or other security held
by  or  granted  to  Borrower,  all  rights  to  indemnification  and  all other
intangible  property  of  every  kind  and  nature  (other  than  Receivables).

  "Inventory"  means  all  of Borrower's now owned and hereafter acquired goods,
   ---------
merchandise  or other personal property, wherever located, to be furnished under
any  contract of service or held for sale or lease (including without limitation
all  raw  materials,  work in process, finished goods and goods in transit), and
all  materials  and  supplies of every kind, nature and description which are or
might  be used or consumed in Borrower's business or used in connection with the
manufacture, packing, shipping, advertising, selling or finishing of such goods,
merchandise or other personal property, and all warehouse receipts, documents of
title  and  other  documents  representing  any  of  the  foregoing.

  "Obligations"  means  all  present  and  future  Loans,  advances,  debts,
   -----------
liabilities,  obligations, guaranties, covenants, duties and indebtedness at any
time  owing  by  Borrower to Silicon, whether evidenced by this Agreement or any
note  or  other  instrument  or  document,  whether arising from an extension of
credit,  opening  of  a  letter  of credit, banker's acceptance, loan, guaranty,
indemnification  or  otherwise,  whether  direct or indirect (including, without
limitation,  those  acquired  by  assignment and any participation by Silicon in
Borrower's debts owing to others), absolute or contingent, due or to become due,
including, without limitation, all interest, charges, expenses, fees, attorney's
fees,  expert  witness  fees,  audit  fees,  letter  of  credit fees, collateral
monitoring fees, closing fees, facility fees, termination fees, minimum interest
charges  and any other sums chargeable to Borrower under this Agreement or under
any  other  present  or  future  instrument  or  agreement  between Borrower and
Silicon.

  "Permitted  Liens"  means the following: (i) purchase money security interests
   ----------------
in  specific  items  of  Equipment;  (ii) leases of specific items of Equipment;
(iii)  liens  for  taxes not yet payable; (iv) additional security interests and
liens  consented  to  in  writing  by  Silicon,  which  consent  shall  not  be
unreasonably  withheld;  (v)  security  interests being terminated substantially
concurrently  with  this  Agreement;  (vi)  liens  of  materialmen,  mechanics,
warehousemen, carriers, or other similar liens arising in the ordinary course of
business and securing obligations which are not delinquent; (vii) liens incurred
in  connection  with  the  extension, renewal or refinancing of the indebtedness
secured  by  liens  of  the  type  described above in clauses (i) or (ii) above,
provided  that  any  extension,  renewal  or  replacement lien is limited to the
property  encumbered  by  the  existing  lien  and  the  principal amount of the
indebtedness  being  extended,  renewed  or refinanced does not increase; (viii)
Liens  in  favor  of  customs  and  revenue  authorities which secure payment of
customs  duties  in  connection with the importation of goods. Silicon will have
the  right  to


                                       92
<PAGE>
require,  as  a condition to its consent under subparagraph (iv) above, that the
holder  of  the  additional  security  interest  or  lien  sign an intercreditor
agreement  on  Silicon's  then  standard  form,  acknowledge  that  the security
interest  is subordinate to the security interest in favor of Silicon, and agree
not  to  take any action to enforce its subordinate security interest so long as
any  Obligations  remain  outstanding,  and that Borrower agree that any uncured
default  in  any  obligation  secured by the subordinate security interest shall
also  constitute  an  Event  of  Default  under  this  Agreement.

  "Person"  means  any  individual,  sole  proprietorship,  partnership,  joint
   ------
venture,  trust,  unincorporated  organization,  association,  corporation,
government,  or  any  agency or political division thereof, or any other entity.

  "Receivables"  means  all  of  Borrower's  now  owned  and  hereafter acquired
   -----------
accounts  (whether  or  not  earned by performance), letters of credit, contract
rights,  chattel paper, instruments, securities, securities accounts, investment
property,  documents  and  all  other  forms of obligations at any time owing to
Borrower,  all  guaranties and other security therefor, all merchandise returned
to  or  repossessed  by  Borrower, and all rights of stoppage in transit and all
other  rights  or  remedies  of  an  unpaid  vendor,  lienor  or  secured party.

  "Reserves" means, as of any date of determination, such amounts as Silicon may
   --------
from  time  to  time  establish  and revise in good faith reducing the amount of
Loans,  Letters  of  Credit  and  other  financial  accommodations  which  would
otherwise  be available to Borrower under the lending formula(s) provided in the
Schedule:  (a)  to  reflect events, conditions, contingencies or risks which, as
determined  by Silicon in good faith, do or may affect (i) the Collateral or any
other  property  which  is  security for the Obligations or its value (including
without  limitation  any  increase  in  delinquencies  of Receivables), (ii) the
assets,  business  or  prospects  of  Borrower  or  any  Guarantor, or (iii) the
security  interests and other rights of Silicon in the Collateral (including the
enforceability,  perfection  and  priority thereof); or (b) to reflect Silicon's
good  faith belief that any collateral report or financial information furnished
by  or  on  behalf  of  Borrower or any Guarantor to Silicon is or may have been
incomplete,  inaccurate or misleading in any material respect; or (c) in respect
of  any  state  of  facts  which Silicon determines in good faith constitutes an
Event  of  Default or may, with notice or passage of time or both, constitute an
Event  of  Default.

  Other  Terms.  All  accounting  terms used in this Agreement, unless otherwise
  ------------
indicated,  shall  have  the  meanings  given  to  such terms in accordance with
generally accepted accounting principles, consistently applied.  All other terms
contained in this Agreement, unless otherwise indicated, shall have the meanings
provided  by  the  Code,  to  the  extent  such  terms  are  defined  therein.

                             9. GENERAL PROVISIONS.

  9.1  INTEREST  COMPUTATION.  In  computing  interest  on  the Obligations, all
checks, wire transfers and other items of payment received by Silicon (including
proceeds  of Receivables and payment of the Obligations in full) shall be deemed
applied  by  Silicon  on  account  of  the Obligations three Business Days after
receipt  by  Silicon  of  immediately  available funds, and, for purposes of the
foregoing,  any  such funds received after 12:00 Noon on any day shall be deemed
received  on  the next Business Day.  Silicon shall not, however, be required to
credit  Borrower's  account  for  the  amount  of  any  item of payment which is
unsatisfactory  to  Silicon  in  its  sole  discretion,  and  Silicon may charge
Borrower's  loan account for the amount of any item of payment which is returned
to  Silicon  unpaid.

  9.2  APPLICATION OF PAYMENTS. All payments with respect to the Obligations may
be  applied,  and  in  Silicon's sole discretion reversed and re-applied, to the
Obligations,  in  such  order  and manner as Silicon shall determine in its sole
discretion.

  9.3 CHARGES TO ACCOUNTS. Silicon may, in its discretion, require that Borrower
pay  monetary  Obligations in cash to Silicon, or charge them to Borrower's Loan
account,  in  which event they will bear interest at the same rate applicable to
the  Loans. Silicon may also, in its discretion, charge any monetary Obligations
to  Borrower's  Deposit  Accounts  maintained  with  Silicon.

  9.4  MONTHLY  ACCOUNTINGS.  Silicon  shall  provide  Borrower  monthly with an
account  of  advances,  charges,  expenses  and  payments  made pursuant to this
Agreement.  Such  account  shall  be  deemed  correct,  accurate  and binding on
Borrower  and  an  account  stated  (except  for  reverses and reapplications of
payments  made and corrections of errors discovered by Silicon), unless Borrower
notifies  Silicon  in  writing  to  the  contrary  within thirty days after each
account  is rendered, describing the nature of any alleged errors or admissions.

  9.5  NOTICES. All notices to be given under this Agreement shall be in writing
and shall be given either personally or by reputable private delivery service or
by  regular  first-class  mail,  or  certified  mail  return  receipt requested,
addressed  to  Silicon or Borrower at the addresses shown in the heading to this
Agreement,  or  at  any  other address designated in writing by one party to the
other  party*.  Notices  to  Silicon shall be directed to the Commercial Finance
Division,  to  the  attention  of  the  Division  Manager or the Division Credit
Manager.  All  notices  shall  be deemed to have been given upon delivery in the
case  of  notices personally delivered, or at the expiration of one Business Day
following  delivery  to  the  private  delivery  service,  or  two Business Days
following the deposit thereof in the United States mail, with postage prepaid**.


                                       93
<PAGE>
  *  OR  BY  FACSIMILE  (IF  TO  BORROWER  AT (408) 747-7198 OR IF TO SILICON AT
408-654-1068)

  **  OR ON THE DATE SENT BY CONFIRMED FACSIMILE, IF SENT BEFORE 5:00 PM, OR, IF
SO  SENT  AFTER  5:00  PM,  ON  THE  NEXT  BUSINESS  DAY

  9.6  SEVERABILITY. Should any provision of this Agreement be held by any court
of  competent  jurisdiction  to  be void or unenforceable, such defect shall not
affect  the  remainder of this Agreement, which shall continue in full force and
effect.

  9.7  INTEGRATION.  This Agreement and such other written agreements, documents
and  instruments as may be executed in connection herewith are the final, entire
and  complete agreement between Borrower and Silicon and supersede all prior and
contemporaneous  negotiations  and  oral  representations and agreements, all of
which  are  merged  and  integrated  in  this  Agreement.  There  are  no  oral
                                                           --------------------
understandings,  representations or agreements between the parties which are not
--------------------------------------------------------------------------------
set forth in this Agreement or in other written agreements signed by the parties
--------------------------------------------------------------------------------
in  connection  herewith.
-------------------------

  9.8  WAIVERS.  The failure of Silicon at any time or times to require Borrower
to  strictly  comply  with  any of the provisions of this Agreement or any other
present  or  future  agreement  between  Borrower and Silicon shall not waive or
diminish  any  right  of  Silicon  later to demand and receive strict compliance
therewith.  Any  waiver  of  any  default  shall  not  waive or affect any other
default,  whether  prior or subsequent, and whether or not similar.  None of the
provisions  of  this  Agreement  or  any  other  agreement  now or in the future
executed  by  Borrower  and  delivered  to  Silicon shall be deemed to have been
waived  by  any act or knowledge of Silicon or its agents or employees, but only
by  a  specific  written  waiver  signed by an authorized officer of Silicon and
delivered  to  Borrower.  Borrower waives demand, protest, notice of protest and
notice  of  default  or  dishonor,  notice  of  payment and nonpayment, release,
compromise,  settlement,  extension  or  renewal  of  any  commercial  paper,
instrument,  account,  General Intangible, document or guaranty at any time held
by  Silicon  on which Borrower is or may in any way be liable, and notice of any
action  taken  by  Silicon,  unless  expressly  required  by  this  Agreement.

  9.9  NO  LIABILITY  FOR  ORDINARY  NEGLIGENCE. Neither Silicon, nor any of its
directors, officers, employees, agents, attorneys or any other Person affiliated
with  or representing Silicon shall be liable for any claims, demands, losses or
damages, of any kind whatsoever, made, claimed, incurred or suffered by Borrower
or  any  other  party  through the ordinary negligence of Silicon, or any of its
directors, officers, employees, agents, attorneys or any other Person affiliated
with  or  representing  Silicon, but nothing herein shall relieve Silicon * from
liability  for  its  own  gross  negligence  or  willful  misconduct.

  *  NOR  ANY  OF  ITS  DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY
OTHER  PERSON  AFFILIATED  WITH  REPRESENTING  SILICON

  9.10  AMENDMENT.  The terms and provisions of this Agreement may not be waived
or  amended,  except  in  a  writing  executed by Borrower and a duly authorized
officer  of  Silicon.

  9.11 TIME OF ESSENCE. Time is of the essence in the performance by Borrower of
each  and  every  obligation  under  this  Agreement.

  9.12  ATTORNEYS  FEES  AND  COSTS.  Borrower  shall  reimburse Silicon for all
reasonable  attorneys'  fees and all filing, recording, search, title insurance,
appraisal,  audit,  and other reasonable costs incurred by Silicon, pursuant to,
or  in  connection with, or relating to this Agreement (whether or not a lawsuit
is  filed),  including,  but  not limited to, any reasonable attorneys' fees and
costs  Silicon  incurs  in order to do the following: prepare and negotiate this
Agreement  and  the documents relating to this Agreement; obtain legal advice in
connection  with this Agreement or Borrower; enforce, or seek to enforce, any of
its  rights;  prosecute  actions against, or defend actions by, Account Debtors;
commence,  intervene  in,  or  defend  any  action  or  proceeding; initiate any
complaint  to be relieved of the automatic stay in bankruptcy; file or prosecute
any probate claim, bankruptcy claim, third-party claim, or other claim; examine,
audit,  copy,  and  inspect any of the Collateral or any of Borrower's books and
records;  protect, obtain possession of, lease, dispose of, or otherwise enforce
Silicon's  security interest in, the Collateral; and otherwise represent Silicon
in  any  litigation  relating  to Borrower.  In satisfying Borrower's obligation
                                             -----------------------------------
hereunder  to  reimburse  Silicon  for  attorneys  fees,  Borrower  may,  for
-----------------------------------------------------------------------------
convenience, issue checks directly to Silicon's attorneys, Levy, Small & Lallas,
-------------------------------------------------------------------------------
but  Borrower  acknowledges and agrees that Levy, Small & Lallas is representing
--------------------------------------------------------------------------------
only  Silicon  and  not  Borrower  in connection with this Agreement.  If either
---------------------------------------------------------------------
Silicon  or  Borrower files any lawsuit against the other predicated on a breach
of  this  Agreement,  the  prevailing  party in such action shall be entitled to
recover its reasonable costs and attorneys' fees, including (but not limited to)
reasonable  attorneys'  fees and costs incurred in the enforcement of, execution
upon  or  defense  of any order, decree, award or judgment.  All attorneys' fees
and  costs  to  which  Silicon  may be entitled pursuant to this Paragraph shall
immediately  become  part of Borrower's Obligations, shall be due on demand, and
shall  bear  interest at a rate equal to the highest interest rate applicable to
any  of  the  Obligations.

  9.13  BENEFIT  OF AGREEMENT. The provisions of this Agreement shall be binding
upon  and  inure  to  the  benefit of the respective successors, assigns, heirs,
beneficiaries  and


                                       94
<PAGE>
representatives  of  Borrower  and Silicon; provided, however, that Borrower may
not  assign or transfer any of its rights under this Agreement without the prior
written  consent  of  Silicon,  and  any prohibited assignment shall be void. No
consent  by  Silicon to any assignment shall release Borrower from its liability
for  the  Obligations.

  9.14  JOINT  AND  SEVERAL  LIABILITY.  If  Borrower  consists of more than one
Person,  their  liability  shall be joint and several, and the compromise of any
claim  with,  or  the release of, any Borrower shall not constitute a compromise
with,  or  a  release  of,  any  other  Borrower.

  9.15  LIMITATION  OF ACTIONS. Any claim or cause of action by Borrower against
Silicon,  its  directors, officers, employees, agents, accountants or attorneys,
based  upon,  arising  from,  or  relating  to this Loan Agreement, or any other
present  or  future document or agreement, or any other transaction contemplated
hereby  or  thereby or relating hereto or thereto, or any other matter, cause or
thing whatsoever, occurred, done, omitted or suffered to be done by Silicon, its
directors,  officers,  employees,  agents,  accountants  or  attorneys, shall be
barred  unless  asserted  by  Borrower  by  the  commencement  of  an  action or
proceeding  in  a  court  of competent jurisdiction by the filing of a complaint
within  *  after  the first act, occurrence or omission upon which such claim or
cause of action, or any part thereof, is based, and the service of a summons and
complaint  on an officer of Silicon, or on any other person authorized to accept
service  on  behalf  of  Silicon,  within thirty (30) days thereafter.  Borrower
agrees  that such **  period is a reasonable and sufficient time for Borrower to
investigate  and  act  upon  any  such claim or cause of action.  The **  period
provided  herein  shall not be waived, tolled, or extended except by the written
consent  of  Silicon  in  its sole discretion.  This provision shall survive any
termination  of  this  Loan  Agreement or any other present or future agreement.

  *TWO  YEARS

  **TWO-YEAR

  9.16  PARAGRAPH  HEADINGS;  CONSTRUCTION.  Paragraph headings are only used in
this  Agreement  for  convenience.  Borrower  and  Silicon  acknowledge that the
headings  may  not  describe  completely  the  subject  matter of the applicable
paragraph,  and the headings shall not be used in any manner to construe, limit,
define  or  interpret  any  term  or  provision  of  this  Agreement.  The  term
"including",  whenever  used  in  this Agreement, shall mean "including (but not
limited  to)".  *  This Agreement has been fully reviewed and negotiated between
the  parties  and  no  uncertainty or ambiguity in any term or provision of this
Agreement shall be construed strictly against Silicon or Borrower under any rule
of  construction  or  otherwise.

  *  FOR  PURPOSES  OF THIS AGREEMENT, DEFAULTS AND EVENTS OF DEFAULT ARE DEEMED
"CONTINUING"  (OR  VARIATIONS  OF  SUCH TERM) AFTER THEY OCCUR, UNLESS AND UNTIL
THEY  ARE  WAIVED  IN  WRITING  BY  SILICON  OR CURED WITHIN ANY APPLICABLE CURE
PERIOD.

  9.17  GOVERNING  LAW;  JURISDICTION;  VENUE.  This  Agreement and all acts and
transactions  hereunder  and  all rights and obligations of Silicon and Borrower
shall be governed by the laws of the State of California.  As a material part of
the  consideration  to Silicon to enter into this Agreement, Borrower (i) agrees
that  all  actions  and  proceedings  relating  directly  or  indirectly to this
Agreement  shall,  at  Silicon's  option,  be litigated in courts located within
California,  and  that the exclusive venue therefor shall be Santa Clara County;
(ii)  consents  to  the jurisdiction and venue of any such court and consents to
service  of process in any such action or proceeding by personal delivery or any
other  method permitted by law; and (iii) waives any and all rights Borrower may
have  to  object to the jurisdiction of any such court, or to transfer or change
the  venue  of  any  such  action  or  proceeding.

  9.18  MUTUAL  WAIVER  OF  JURY  TRIAL.  BORROWER AND SILICON EACH HEREBY WAIVE
THE  RIGHT  TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT
OF,  OR  IN  ANY  WAY RELATING TO, THIS AGREEMENT OR ANY OTHER PRESENT OR FUTURE
INSTRUMENT  OR  AGREEMENT  BETWEEN SILICON AND BORROWER, OR ANY CONDUCT, ACTS OR
OMISSIONS OF SILICON OR BORROWER OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS,  ATTORNEYS  OR ANY OTHER PERSONS AFFILIATED WITH SILICON OR BORROWER, IN
ALL  OF  THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE.

BORROWER:

   GENUS, INC.


   BY
     --------------------------
     PRESIDENT  OR  VICE  PRESIDENT


SILICON:

   SILICON  VALLEY  BANK


   BY
     --------------------------
   TITLE
        ----------------------------


                                       95
<PAGE>
SILICON VALLEY BANK

                                  SCHEDULE TO

                   LOAN AND SECURITY AGREEMENT (EXIM PROGRAM)


BORROWER: GENUS, INC.

ADDRESS: 1139 KARLSTAD DR.
     SUNNYVALE, CA 94089



DATE:          NOVEMBER    , 2001
                       ----
This Schedule forms an integral part of the Loan and Security Agreement between
Silicon Valley Bank and the above-borrower of even date.
================================================================================

1. CREDIT LIMIT
     (Section 1.1):      An amount not to exceed the lesser of a total of
                         $7,500,000 at any one time outstanding (the "Maximum
                         Credit Limit"), or the sum or (a) and (b) below:

                              (a) 85% of the amount of Borrower's Eligible
                              Receivables (as defined in Section 8 above), plus

                              (b) an amount not to exceed the lesser of:

                                   (1)  70%  of the value of Borrower's Eligible
                                   Inventory  (as  defined  in Section 8 above),
                                   calculated  at  the  lower  of cost or market
                                   value  and  determined  on  a  first-in,
                                   first-out  basis,  or

                                   (2)  $3,000,000.

                         Provided that (i) the total Loans under Section 1(b)
                         above shall not at any time exceed 60% of the total
                         Loans outstanding under Sections 1(a) and 1(b) above
                         combined, and (ii) the total outstanding Obligations
                         under this Loan Agreement and under the Non-Exim
                         Agreement (as defined below) shall not at any time
                         exceed $10,000,000 (the "Overall Credit Limit").

LETTER OF CREDIT SUBLIMIT
(Section 1.5):           $3,000,000, provided that the total Letter of Credit
                         Sublimit and the Foreign Exchange Contract Sublimit
                         shall not, at any time, exceed $3,000,000.

FOREIGN EXCHANGE
CONTRACT SUBLIMIT        $3,000,000, provided that the total Letter of Credit
                         Sublimit and the Foreign Exchange Contract Sublimit
                         shall not, at any time, exceed $3,000,000.
Borrower may enter into foreign exchange forward contracts with Silicon, on its
standard forms, under which Borrower commits to purchase from or sell to Silicon
a set amount of foreign currency more than one business day after the contract
date (the "FX Forward Contracts"); provided that (1) at the time the FX Forward
Contract is entered into Borrower has Loans available to it under this Agreement
in an amount at least equal to 10% of the amount of the FX Forward Contract; (2)
the total FX Forward Contracts at any one time outstanding may not exceed 10
times the amount of the Foreign Exchange Contract Sublimit set forth above.
Silicon shall have the right to withhold, from the Loans otherwise available to


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Borrower under this Agreement, a reserve (which shall be in addition to all
other reserves) in an amount equal to 10% of the total FX Forward Contracts from
time to time outstanding, and in the event at any time there are insufficient
Loans available to Borrower for such reserve, Borrower shall deposit and
maintain with Silicon cash collateral in an amount at all times equal to such
deficiency, which shall be held as Collateral for all purposes of this
Agreement. Silicon may, in its discretion, terminate the FX Forward Contracts at
any time that an Event of Default occurs and is continuing. Borrower shall
execute all standard form applications and agreements of Silicon in connection
with the FX Forward Contracts, and without limiting any of the terms of such
applications and agreements, Borrower shall pay all standard fees and charges of
Silicon in connection with the FX Forward Contracts.

================================================================================

2. INTEREST.

     INTEREST RATE (Section 1.2):

                         A rate equal to the "Prime Rate" in effect from time to
                         time, plus 1.75% per annum. Interest shall be
                         calculated on the basis of a 360-day year for the
                         actual number of days elapsed. "Prime Rate" means the
                         rate announced from time to time by Silicon as its
                         "prime rate;" it is a base rate upon which other rates
                         charged by Silicon are based, and it is not necessarily
                         the best rate available at Silicon. The interest rate
                         applicable to the Obligations shall change on each date
                         there is a change in the Prime Rate.

     MINIMUM MONTHLY
     INTEREST (Section 1.2): None.

================================================================================

3. FEES (Section 1.4):

          LOAN FEE:      $112,500, payable concurrently herewith.

     COLLATERAL MONITORING
     FEE:                $750 per month, payable in arrears (prorated for any
                         partial month at the beginning and at termination of
                         this Agreement).

================================================================================

4. MATURITY DATE
     (Section 6.1):      One year from the date of this Agreement.
================================================================================

5. FINANCIAL COVENANTS
     (Section 5.1):      Borrower shall comply with each of the financial
                         covenants set forth in the Non-Exim Agreement (as
                         defined below).
================================================================================

6. REPORTING.
      (Section 5.3):

                    Borrower shall provide Silicon with the following:

                    1.   Monthly Receivable agings, aged by invoice date, within
                         fifteen  days  after  the  end  of  each  month.

                    2.   Monthly  accounts payable agings, aged by invoice date,
                         and outstanding or held check registers, if any, within
                         fifteen  days  after  the  end  of  each  month.

                    3.   Monthly  reconciliations  of Receivable agings (aged by
                         invoice date), transaction reports, and general ledger,
                         within  fifteen  days  after  the  end  of  each month.

                    4.   Monthly  perpetual  inventory reports for the Inventory
                         valued  on  a first-in, first-out basis at the lower of
                         cost  or  market (in accordance with generally accepted
                         accounting  principles) or such other inventory reports
                         as  are  reasonably  requested  by  Silicon, all within
                         fifteen  days  after  the  end  of  each  month.


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<PAGE>
                    5.   Monthly  unaudited  financial  statements,  as  soon as
                         available,  and  in  any event within thirty days after
                         the  end  of  each  month.

                    6.   Monthly  Compliance  Certificates,  within  thirty days
                         after  the  end  of each month, in such form as Silicon
                         shall reasonably specify, signed by the Chief Financial
                         Officer  of  Borrower, certifying that as of the end of
                         such  month Borrower was in full compliance with all of
                         the terms and conditions of this Agreement, and setting
                         forth  calculations  showing  compliance  with  the
                         financial  covenants  set  forth  in this Agreement and
                         such  other  information  as  Silicon  shall reasonably
                         request,  including,  without  limitation,  a statement
                         that  at  the  end  of  such  month  there were no held
                         checks.

                    7.   Quarterly  unaudited  financial  statements, as soon as
                         available,  and  in  any  event  within forty-five days
                         after  the  end  of  each  fiscal  quarter of Borrower.

                    8.   Annual  operating budgets (including income statements,
                         balance  sheets and cash flow statements, by month) for
                         the upcoming fiscal year of Borrower within thirty days
                         prior  to  the  end  of  each  fiscal year of Borrower.

                    9.   Annual  financial statements, as soon as available, and
                         in  any  event  within  120  days  following the end of
                         Borrower's  fiscal  year,  certified  by  independent
                         certified  public  accountants  acceptable  to Silicon.
================================================================================

7. COMPENSATION
     (Section 5.5):      Without Silicon's prior written consent, Borrower shall
                         not pay total compensation, including salaries,
                         withdrawals, fees, bonuses, commissions, drawing
                         accounts and other payments, whether directly or
                         indirectly, in money or otherwise, during any fiscal
                         year to all of Borrower's executives, officers and
                         directors (or any relative thereof) as a group in
                         excess of 115% of the total amount thereof in the prior
                         fiscal year.
================================================================================

8. BORROWER INFORMATION:

    PRIOR NAMES OF
    BORROWER
    (Section 3.2):            As set forth in the Borrower's Representations and
                              Warranties dated November 5, 2001.


    PRIOR TRADE
    NAMES OF BORROWER
    (Section 3.2):            As set forth in the Borrower's Representations and
                              Warranties dated November 5, 2001.

    EXISTING TRADE
    NAMES OF BORROWER
    (Section 3.2):            As set forth in the Borrower's Representations and
                              Warranties dated November 5, 2001.

    OTHER LOCATIONS AND
    ADDRESSES (Section 3.3):  As set forth in the Borrower's Representations and
                              Warranties dated November 5, 2001.

    MATERIAL ADVERSE
    LITIGATION (Section 3.10): None.


                                       98
<PAGE>
================================================================================

9. EXIM PROVISIONS:

                         (5) EXIM GUARANTY. Prior to the first disbursement of
                         any Loans hereunder, Borrower shall cause the Export
                         Import Bank of the United States (the "Exim Bank") to
                         guarantee the Loans made under this Agreement, pursuant
                         to a Master Guarantee Agreement, Loan Authorization
                         Agreement and (to the extent applicable) Delegated
                         Authority Letter Agreement (collectively, the "Exim
                         Guaranty"), and Borrower shall cause the Exim Guaranty
                         to be in full force and effect throughout the term of
                         this Agreement and so long as any Loans hereunder are
                         outstanding. If, for any reason, the Exim Guaranty
                         shall cease to be in full force and effect, of if the
                         Exim Bank declares the Exim Guaranty void or revokes
                         any obligations thereunder or denies liability
                         thereunder, any such event shall constitute an Event of
                         Default under this Agreement. Nothing in any
                         confidentiality agreement in this Agreement or in any
                         other agreement shall restrict Silicon's right to make
                         disclosures and provide information to the Exim Bank in
                         connection with the Exim Guaranty.

                         (6) EXIM BORROWER AGREEMENT; COSTS. Borrower shall,
                         concurrently execute and deliver a Borrower Agreement,
                         in the form specified by the Exim Bank, in favor of
                         Silicon and the Exim Bank (the "Exim Borrower
                         Agreement"). This Agreement is subject to all of the
                         terms and conditions of the Exim Borrower Agreement,
                         all of which are hereby incorporated herein by this
                         reference. Borrower expressly agrees to perform all of
                         the obligations and comply with all of the affirmative
                         and negative covenants and all other terms and
                         conditions set forth in the Exim Borrower Agreement as
                         though the same were expressly set forth herein. In the
                         event of any conflict between the terms of the Exim
                         Borrower Agreement and the other terms of this
                         Agreement, whichever terms are more restrictive shall
                         apply. Borrower shall reimburse Silicon for all fees
                         and all out of pocket costs and expenses incurred by
                         Silicon with respect to the Exim Guaranty and the Exim
                         Borrower Agreement, including without limitation all
                         facility fees and usage fees, and Silicon is authorized
                         to debit Borrower's account with Silicon for such fees,
                         costs and expenses when paid by Silicon.

                         (7) NON-EXIM AGREEMENT; CROSS-COLLATERALIZATION;
                         CROSS-DEFAULT. Silicon and the Borrower are parties to
                         that certain Loan and Security Agreement of even date
                         (the "Non-Exim Agreement"). Both this Agreement and the
                         Non-Exim Agreement shall continue in full force and
                         effect, and all rights and remedies under this
                         Agreement and the Non-Exim Agreement are cumulative.
                         The term "Obligations" as used in this Agreement and in
                         the Non-Exim Agreement shall include without limitation
                         the obligation to pay when due all Loans made pursuant
                         to this Agreement (the "Exim Loans") and all interest
                         thereon and the obligation to pay when due all Loans
                         made pursuant to the Non-Exim Agreement (the "Non-Exim
                         Loans") and all interest thereon. Without limiting the
                         generality of the foregoing, all "Collateral" as
                         defined in this Agreement and as defined in the
                         Non-Exim Agreement shall secure all Exim Loans and all
                         Non-Exim Loans and all interest thereon, and all other
                         Obligations. Any Event of Default under this Agreement
                         shall also constitute an Event of Default under the
                         Non-Exim Agreement, and any Event of


                                       99
<PAGE>
                         Default under the Non-Exim Agreement shall also
                         constitute an Event of Default under this Agreement. In
                         the event Silicon assigns its rights under this
                         Agreement and/or under any Note evidencing Exim Loans
                         and/or its rights under the Non-Exim Agreement and/or
                         under any Note evidencing Non-Exim Loans, to any third
                         party, including without limitation the Exim Bank,
                         whether before or after the occurrence of any Event of
                         Default, Silicon shall have the right (but not any
                         obligation), in its sole discretion, to allocate and
                         apportion Collateral to the Agreement and/or Note
                         assigned and to specify the priorities of the
                         respective security interests in such Collateral
                         between itself and the assignee, all without notice to
                         or consent of the Borrower.


================================================================================

10. OTHER COVENANTS
     (Section 5.1):      Borrower shall at all times comply with all of the
                         following additional covenants:

                         (1)  BANKING  AND  INVESTMENT  RELATIONSHIP.  Borrower
                              shall  at  all  times maintain its primary banking
                              and investment relationship with Silicon and shall
                              maintain  all  of  its  funds  (including  without
                              limitation all deposit accounts and all investment
                              funds)  with  Silicon.

                    (a)  SUBORDINATION  OF  INSIDE  DEBT. All present and future
                         indebtedness of Borrower to its officers, directors and
                         shareholders  ("Inside  Debt")  shall, at all times, be
                         subordinated  to  the  Obligations  pursuant  to  a
                         subordination  agreement  on  Silicon's  standard form.
                         Borrower  represents  and  warrants  that  there  is no
                         Inside  Debt  presently outstanding. Prior to incurring
                         any Inside Debt in the future, Borrower shall cause the
                         person to whom such Inside Debt will be owed to execute
                         and  deliver  to  Silicon  a subordination agreement on
                         Silicon's  standard  form.

                    (b)  COPYRIGHT FILINGS. Concurrently, Borrower is executing
                         and delivering to Silicon a Collateral Assignment,
                         Patent Mortgage and Security Agreement between Borrower
                         and Silicon (the "Intellectual Property Agreement").
                         Within 60 days after the date hereof, Borrower shall
                         (i) cause all of its computer software, the licensing
                         of which results in Receivables, to be registered with
                         the United States Copyright Office, (ii) complete the
                         Exhibits to the Intellectual Property Agreement with
                         all of the information called for with respect to such
                         software and all other copyrights, (iii) cause the
                         Intellectual Property Agreement to be recorded in the
                         United States Copyright Office, and (iv) provide
                         evidence of such recordation to Silicon.

                         (8)  BARCLAYS  FINANCING STATEMENT. Borrower represents
                              and  warrants  that  (i)  the  UCC-1  Financing
                              Statement  filed  in  the Office of the California
                              Secretary  of  State  on  January  18,  1999  with
                              respect  to  "Genus,  Inc."  in  favor of Barclays
                              Bank,  PLC  (File No 933360012) does not relate to
                              Borrower,  (ii)  Borrower  understands  that  said
                              financing  statement  relates  to  a  Wisconsin
                              corporation,  Genus,  Inc.,  (iii) Borrower has no
                              ownership  or  other  interest in, or relationship
                              with,  said  Wisconsin  corporation, (iv) Borrower
                              has  no indebtedness to Barclays Bank PLC, and (v)
                              Borrower  has  not and will not grant any security
                              interest  in  any  of its assets to Barclays Bank,
                              PLC  during the term of this Agreement and so long
                              as  any  of  the  Obligations  remain outstanding.


                                      100
<PAGE>
Borrower:                                         Silicon:


GENUS,  INC.                                   SILICON  VALLEY  BANK


By                                             By
  ----------------------------------             -------------------------------
 President  or  Vice  President                Title
                                                    ----------------------------



                                     ANNEX B
                     EXPORT-IMPORT BANK OF THE UNITED STATES
                        WORKING CAPITAL GUARANTEE PROGRAM
                               BORROWER AGREEMENT

     THIS BORROWER AGREEMENT (this "Agreement") is made and entered into by the
entity identified as Borrower on the signature page hereof ("Borrower") in favor
of the Export-Import Bank of the United States ("Ex-Im Bank") and the
institution identified as Lender on the signature page hereof ("Lender").
                                    RECITALS
     Borrower has requested that Lender establish a Loan Facility in favor of
Borrower for the purposes of providing Borrower with pre-export working capital
to finance the manufacture, production or purchase and subsequent export sale of
Items.
     It is a condition to the establishment of such Loan Facility that Ex-Im
Bank guarantee the payment of ninety percent (90%) of certain credit
accommodations subject to the terms and conditions of a Master Guarantee
Agreement, the Loan Authorization Agreement, and to the extent applicable, the
Delegated Authority Letter Agreement.
     Borrower is executing this Agreement for the benefit of Lender and Ex-Im
Bank in consideration for and as a condition to Lender's establishing the Loan
Facility and Ex-Im Bank's agreement to guarantee such Loan Facility pursuant to
the Master Guarantee Agreement.
     NOW, THEREFORE, Borrower hereby agrees as follows:

                                   DEFINITIONS
DEFINITION OF TERMS.  AS USED IN THIS AGREEMENT, INCLUDING THE RECITALS TO THIS
-------------------
AGREEMENT AND THE LOAN AUTHORIZATION AGREEMENT, THE FOLLOWING TERMS SHALL HAVE
THE FOLLOWING MEANINGS:
     "Accounts Receivable" shall mean all of Borrower's now owned or hereafter
acquired (a) "accounts" (as such term is defined in the UCC), other receivables,
book debts and other forms of obligations, whether arising out of goods sold or
services rendered or from any other transaction; (b) rights in, to and under all
purchase orders or receipts for goods or services; (c) rights to any goods
represented or purported to be represented by any of the foregoing (including
unpaid sellers' rights of rescission, replevin, reclamation and stoppage in
transit and rights to returned, reclaimed or repossessed goods); (d) moneys due
or to become due to such Borrower under all purchase orders and contracts for
the sale of goods or the performance of services or both by Borrower (whether or
not yet earned by performance on the part of Borrower), including the proceeds
of the foregoing; (e) any notes, drafts, letters of credit, insurance proceeds
or other instruments, documents and writings evidencing or supporting the
foregoing; and (f) all collateral security and guarantees of any kind given by
any other Person with respect to any of the foregoing.


                                      101
<PAGE>
     "Advance Rate" shall mean the rate specified in Section 5(C) of the Loan
Authorization Agreement for each category of Collateral.
     "Business Day" shall mean any day on which the Federal Reserve Bank of New
York is open for business.
     "Buyer" shall mean a Person that has entered into one or more Export Orders
with Borrower.
     "Collateral" shall mean all property and interest in property in or upon
which Lender has been granted a Lien as security for the payment of all the Loan
Facility Obligations including the Collateral identified in Section 6 of the
Loan Authorization Agreement and all products and proceeds (cash and non-cash)
thereof.
     "Commercial Letters of Credit" shall mean those letters of credit subject
to the UCP payable in Dollars and issued or caused to be issued by Lender on
behalf of Borrower under a Loan Facility for the benefit of a supplier(s) of
Borrower in connection with Borrower's purchase of goods or services from the
supplier in support of the export of the Items.
     "Country Limitation Schedule" shall mean the schedule published from time
to time by Ex-Im Bank and provided to Borrower by Lender which sets forth on a
country by country basis whether and under what conditions Ex-Im Bank will
provide coverage for the financing of export transactions to countries listed
therein.
     "Credit Accommodation Amount" shall mean, the sum of (a) the aggregate
outstanding amount of Disbursements and (b) the aggregate outstanding face
amount of Letter of Credit Obligations.
     "Credit Accommodations" shall mean, collectively, Disbursements and Letter
of Credit Obligations.
     "Debarment Regulations" shall mean, collectively, (a) the Governmentwide
Debarment and Suspension (Nonprocurement) regulations (Common Rule), 53 Fed.
Reg. 19204 (May 26, 1988), (b) Subpart 9.4 (Debarment, Suspension, and
Ineligibility) of the Federal Acquisition Regulations, 48 C.F.R. 9.400-9.409 and
(c) the revised Governmentwide Debarment and Suspension (Nonprocurement)
regulations (Common Rule), 60 Fed. Reg. 33037 (June 26, 1995).
     "Delegated Authority Letter Agreement" shall mean the Delegated Authority
Letter Agreement, if any, between Ex-Im Bank and Lender.
     "Disbursement" shall mean, collectively, (a) an advance of a working
capital loan from Lender to Borrower under the Loan Facility, and (b) an advance
to fund a drawing under a Letter of Credit issued or caused to be issued by
Lender for the account of Borrower under the Loan Facility.
     "Dollars" or "$" shall mean the lawful currency of the United States.
     "Effective Date" shall mean the date on which (a) the Loan Documents are
executed by Lender and Borrower or the date, if later, on which agreements are
executed by Lender and Borrower adding the Loan Facility to an existing working
capital loan arrangement between Lender and Borrower and (b) all of the
conditions to the making of the initial Credit Accommodations under the Loan
Documents or any amendments thereto have been satisfied.
     "Eligible Export-Related Accounts Receivable" shall mean an Export-Related
Account Receivable which is acceptable to Lender and which is deemed to be
eligible pursuant to the Loan Documents, but in no event shall Eligible
Export-Related Accounts Receivable include any Account Receivable:
     (a) that does not arise from the sale of Items in the ordinary course of
Borrower's business;
     (b) that is not subject to a valid, perfected first priority Lien in favor
of Lender;
     (c) as to which any covenant, representation or warranty contained in the
Loan Documents with respect to such Account Receivable has been breached;
     (d) that is not owned by Borrower or is subject to any right, claim or
interest of another Person other than the Lien in favor of Lender;
     (e) with respect to which an invoice has not been sent;
     (f) that arises from the sale of defense articles or defense services;
     (g) that is due and payable from a Buyer located in a country with which
Ex-Im Bank is prohibited from doing business as designated in the Country
Limitation Schedule;
     (h) that does not comply with the requirements of the Country Limitation
Schedule;
     (i) that is due and payable more than one hundred eighty (180) days from
the date of the invoice;
     (j) that is not paid within sixty (60) calendar days from its original due
date, unless it is insured through Ex-Im Bank export credit insurance for
comprehensive commercial and political risk, or through Ex-Im Bank approved
private insurers for comparable coverage, in which case it is not paid within
ninety (90) calendar days from its due date;
     (k) that arises from a sale of goods to or performance of services for an
employee of Borrower, a stockholder of Borrower, a subsidiary of Borrower, a
Person with a controlling interest in Borrower or a Person which shares common
controlling ownership with Borrower;
     (l)     that is backed by a letter of credit unless the Items covered by
the subject letter of credit have been shipped;


                                      102
<PAGE>
     (m)     that Lender or Ex-Im Bank, in its reasonable judgment, deems
uncollectible for any reason;
     (n)     that is due and payable in a currency other than Dollars, except as
may be approved in writing by Ex-Im Bank;
     (o)     that is due and payable from a military Buyer, except as may be
approved in writing by Ex-Im Bank;
     (p)     that does not comply with the terms of sale set forth in Section 7
of the Loan Authorization Agreement;
     (q)     that is due and payable from a Buyer who (i) applies for, suffers,
or consents to the appointment of, or the taking of possession by, a receiver,
custodian, trustee or liquidator of itself or of all or a substantial part of
its property or calls a meeting of its creditors, (ii) admits in writing its
inability, or is generally unable, to pay its debts as they become due or ceases
operations of its present business, (iii) makes a general assignment for the
benefit of creditors,     (iv) commences a voluntary case under any state or
federal bankruptcy laws (as now or hereafter in effect), (v) is adjudicated as
bankrupt or insolvent, (vi) files a petition seeking to take advantage of any
other law providing for the relief of debtors, (vii) acquiesces to, or fails to
have dismissed, any petition which is filed against it in any involuntary case
under such bankruptcy laws, or (viii) takes any action for the purpose of
effecting any of the foregoing;
     (r)     that arises from a bill-and-hold, guaranteed sale, sale-and-return,
sale on approval, consignment or any other repurchase or return basis or is
evidenced by chattel paper;
(s)     for which the Items giving rise to such Account Receivable have not been
shipped and delivered to and accepted by the Buyer or the services giving rise
to such Account Receivable have not been performed by Borrower and accepted by
the Buyer or the Account Receivable otherwise does not represent a final sale;
     (t)     that is subject to any offset, deduction, defense, dispute, or
counterclaim or the Buyer is also a creditor or supplier of Borrower or the
Account Receivable is contingent in any respect or for any reason;
     (u)     for which Borrower has made any agreement with the Buyer for any
deduction therefrom, except for discounts or allowances made in the ordinary
course of business for prompt payment, all of which discounts or allowances are
reflected in the calculation of the face value of each respective invoice
related thereto; or
     (v)     for which any of the Items giving rise to such Account Receivable
have been returned, rejected or repossessed.
     "Eligible Export-Related Inventory" shall mean Export-Related Inventory
which is acceptable to Lender and which is deemed to be eligible pursuant to the
Loan Documents, but in no event shall Eligible Export-Related Inventory include
any Inventory:
     (a)     that is not subject to a valid, perfected first priority Lien in
favor of Lender;
     (b)     that is located at an address that has not been disclosed to Lender
in writing;
     (c)     that is placed by Borrower on consignment or held by Borrower on
consignment from another Person;
     (d)     that is in the possession of a processor or bailee, or located on
premises leased or subleased to Borrower, or on premises subject to a mortgage
in favor of a Person other than Lender, unless such processor or bailee or
mortgagee or the lessor or sublessor of such premises, as the case may be, has
executed and delivered all documentation which Lender shall require to evidence
the subordination or other limitation or extinguishment of such Person's rights
with respect to such Inventory and Lender's right to gain access thereto;
     (e)     that is produced in violation of the Fair Labor Standards Act or
subject to the "hot goods" provisions contained in 29 US.C.Sec.215 or any
successor statute or section;
     (f)     as to which any covenant, representation or warranty with respect
to such Inventory contained in the Loan Documents has been breached;
     (g)     that is not located in the United States;
     (h)     that is demonstration Inventory;
     (i)     that consists of proprietary software (i.e. software designed
solely for Borrower's internal use and not intended for resale);
     (j)     that is damaged, obsolete, returned, defective, recalled or unfit
for further processing;
     (k)     that has been previously exported from the United States;
     (l)     that constitutes defense articles or defense services;
     (m)     that is to be incorporated into Items destined for shipment to a
country as to which Ex-Im Bank is prohibited from doing business as designated
in the Country Limitation Schedule;
     (n)     that is to be incorporated into Items destined for shipment to a
Buyer located in a country in which Ex-Im Bank coverage is not available for
commercial reasons as designated in the Country Limitation Schedule, unless and
only to the extent that such Items are to be sold to such country on terms of a
letter of credit confirmed by a bank acceptable to Ex-Im Bank; or
     (o)     that is to be incorporated into Items whose sale would result in an
Account Receivable which would not be an Eligible Export-Related Account
Receivable.


                                      103
<PAGE>
     "Eligible Person" shall mean a sole proprietorship, partnership, limited
liability partnership, corporation or limited liability company which (a) is
domiciled, organized, or formed, as the case may be, in the United States; (b)
is in good standing in the state of its formation or otherwise authorized to
conduct business in the United States; (c) is not currently suspended or
debarred from doing business with the United States government or any
instrumentality, division, agency or department thereof; (d) exports or plans to
export Items; (e) operates and has operated as a going concern for at least one
(1) year; (f) has a positive tangible net worth determined in accordance with
GAAP; and (g) has revenue generating operations relating to its core business
activities for at least one year.
     "ERISA" shall mean the Employee Retirement Income Security Act of 1974 and
the rules and regulations promulgated thereunder.
     "Export Order" shall mean a written export order or contract for the
purchase by the Buyer from Borrower of any of the Items.
     "Export-Related Accounts Receivable" shall mean those Accounts Receivable
arising from the sale of Items which are due and payable to Borrower in the
United States.
     "Export-Related Accounts Receivable Value" shall mean, at the date of
determination thereof, the aggregate face amount of Eligible Export-Related
Accounts Receivable less taxes, discounts, credits, allowances and Retainages,
except to the extent otherwise permitted by Ex-Im Bank in writing.
     "Export-Related Borrowing Base" shall mean, at the date of determination
thereof, the sum of (a) the Export-Related Inventory Value multiplied by the
Advance Rate applicable to Export-Related Inventory set forth in Section 5(C)(1)
of the Loan Authorization Agreement, (b) the Export-Related Accounts Receivable
Value multiplied by the Advance Rate applicable to Export-Related Accounts
Receivable set forth in Section 5(C)(2) of the Loan Authorization Agreement, (c)
if permitted by Ex-Im Bank in writing, the Retainage Value multiplied by the
Retainage Advance Rate set forth in Section 5(C)(3) of the Loan Authorization
Agreement and (d) the Other Assets Value multiplied by the Advance Rate
applicable to Other Assets set forth in Section 5(C)(4) of the Loan
Authorization Agreement.
     "Export-Related Borrowing Base Certificate" shall mean a certificate in the
form provided or approved by Lender, executed by Borrower and delivered to
Lender pursuant to the Loan Documents detailing the Export-Related Borrowing
Base supporting the Credit Accommodations which reflects, to the extent included
in the Export-Related Borrowing Base, Export-Related Accounts Receivable,
Eligible Export-Related Accounts Receivable, Export-Related Inventory and
Eligible Export-Related Inventory balances that have been reconciled with
Borrower's general ledger, Accounts Receivable aging report and Inventory
schedule.
     "Export-Related General Intangibles" shall mean those General Intangibles
necessary or desirable to or for the disposition of Export-Related Inventory.
     "Export-Related Inventory" shall mean the Inventory of Borrower located in
the United States that has been purchased, manufactured or otherwise acquired by
Borrower for resale pursuant to Export Orders.
     "Export-Related Inventory Value" shall mean, at the date of determination
thereof, the lower of cost or market value of Eligible Export-Related Inventory
of Borrower as determined in accordance with GAAP.
     "Final Disbursement Date" shall mean, unless subject to an extension of
such date agreed to by Ex-Im Bank, the last date on which Lender may make a
Disbursement set forth in Section 10 of the Loan Authorization Agreement or, if
such date is not a Business Day, the next succeeding Business Day; provided,
                                                                   --------
however, to the extent that Lender has not received cash collateral or an
-------
indemnity with respect to Letter of Credit Obligations outstanding on the Final
Disbursement Date, the Final Disbursement Date with respect to an advance to
fund a drawing under a Letter of Credit shall be no later than thirty (30)
Business Days after the expiry date of the Letter of Credit related thereto.
     "GAAP" shall mean the generally accepted accounting principles issued by
the American Institute of Certified Public Accountants as in effect from time to
time.
     "General Intangibles" shall mean all intellectual property and other
"general intangibles" (as such term is defined in the UCC) necessary or
desirable to or for the disposition of Inventory.
     "Guarantor" shall mean each Person, if any, identified in Section 3 of the
Loan Authorization Agreement who shall guarantee (jointly and severally if more
than one) the payment and performance of all or a portion of the Loan Facility
Obligations.
     "Guaranty Agreement" shall mean a valid and enforceable agreement of
guaranty executed by each Guarantor in favor of Lender.
     "Inventory" shall mean all "inventory" (as such term is defined in the
UCC), now or hereafter owned or acquired by Borrower, wherever located,
including all inventory, merchandise, goods and other personal property which
are held by or on behalf of Borrower for sale or lease or are furnished or are
to be furnished under a contract of service or which constitute raw materials,
work in process or materials used or consumed or to be used or


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consumed in Borrower's business or in the processing, production, packaging,
promotion, delivery or shipping of the same, including other supplies.
     "ISP" shall mean the International Standby Practices-ISP98, International
Chamber of Commerce Publication No. 590 and any amendments and revisions
thereof.
     "Issuing Bank" shall mean the bank that issues a Letter of Credit, which
bank is Lender itself or a bank that Lender has caused to issue a Letter of
Credit by way of guarantee.
     "Items" shall mean the finished goods or services which are intended for
export from the United States, as specified in Section 4(A) of the Loan
Authorization Agreement.
     "Letter of Credit" shall mean a Commercial Letter of Credit or a Standby
Letter of Credit.
     "Letter of Credit Obligations" shall mean all outstanding obligations
incurred by Lender, whether direct or indirect, contingent or otherwise, due or
not due, in connection with the issuance or guarantee by Lender or the Issuing
Bank of Letters of Credit.
     "Lien" shall mean any mortgage, security deed or deed of trust, pledge,
hypothecation, assignment, deposit arrangement, lien, charge, claim, security
interest, security title, easement or encumbrance, or preference, priority or
other security agreement or preferential arrangement of any kind or nature
whatsoever (including any lease or title retention agreement, any financing
lease having substantially the same economic effect as any of the foregoing, and
the filing of, or agreement to give, any financing statement perfecting a
security interest under the UCC or comparable law of any jurisdiction) by which
property is encumbered or otherwise charged.
     "Loan Agreement" shall mean a valid and enforceable agreement between
Lender and Borrower setting forth the terms and conditions of the Loan Facility.
     "Loan Authorization Agreement" shall mean the Loan Authorization Agreement
entered into between Lender and Ex-Im Bank or the Loan Authorization Notice
setting forth certain terms and conditions of the Loan Facility, a copy of which
is attached hereto as Annex A.
     "Loan Authorization Notice" shall mean the Loan Authorization Notice
executed by Lender and delivered to Ex-Im Bank in accordance with the Delegated
Authority Letter Agreement setting forth the terms and conditions of each Loan
Facility.
     "Loan Documents" shall mean the Loan Authorization Agreement, the Loan
Agreement, this Agreement, each promissory note (if applicable), each Guaranty
Agreement, and all other instruments, agreements and documents now or hereafter
executed by Borrower or any Guarantor evidencing, securing, guaranteeing or
otherwise relating to the Loan Facility or any Credit Accommodations made
thereunder.
     "Loan Facility" shall mean the Revolving Loan Facility, the Transaction
Specific Loan Facility or the Transaction Specific Revolving Loan Facility
established by Lender in favor of Borrower under the Loan Documents.
     "Loan Facility Obligations" shall mean all loans, advances, debts,
expenses, fees, liabilities, and obligations for the performance of covenants,
tasks or duties or for payment of monetary amounts (whether or not such
performance is then required or contingent, or amounts are liquidated or
determinable) owing by Borrower to Lender, of any kind or nature, present or
future, arising in connection with the Loan Facility.
     "Loan Facility Term" shall mean the number of months from the Effective
Date to the Final Disbursement Date as originally set forth in the Loan
Authorization Agreement.
     "Master Guarantee Agreement" shall mean the Master Guarantee Agreement
between Ex-Im Bank and Lender, as amended, modified, supplemented and restated
from time to time.
     "Material Adverse Effect" shall mean a material adverse effect on (a) the
business, assets, operations, prospects or financial or other condition of
Borrower or any Guarantor, (b) Borrower's ability to pay or perform the Loan
Facility Obligations in accordance with the terms thereof, (c) the Collateral or
Lender's Liens on the Collateral or the priority of such Lien or (d) Lender's
rights and remedies under the Loan Documents.
     "Maximum Amount" shall mean the maximum principal balance of Credit
Accommodations that may be outstanding at any time under the Loan Facility
specified in Section 5(A) of the Loan Authorization Agreement.
     "Other Assets" shall mean the Collateral, if any, described in Section
5(C)(4) of the Loan Authorization Agreement.
     "Other Assets Value" shall mean, at the date of determination thereof, the
value of the Other Assets as determined in accordance with GAAP.
     "Permitted Liens" shall mean (a) Liens for taxes, assessments or other
governmental charges or levies not delinquent, or, being contested in good faith
and by appropriate proceedings and with respect to which proper reserves have
been taken by Borrower; provided, that, the Lien shall have no effect on the
                        --------  ----
priority of the Liens in favor of Lender or the value of the assets in which
Lender has such a Lien and a stay of enforcement of any such Lien shall be in
effect; (b) deposits or pledges securing obligations under worker's
compensation, unemployment insurance, social security or public liability laws
or similar legislation; (c) deposits or pledges securing bids, tenders,


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contracts (other than contracts for the payment of money), leases, statutory
obligations, surety and appeal bonds and other obligations of like nature
arising in the ordinary course of Borrower's business; (d) judgment Liens that
have been stayed or bonded; (e) mechanics', workers', materialmen's or other
like Liens arising in the ordinary course of Borrower's business with respect to
obligations which are not due; (f) Liens placed upon fixed assets hereafter
acquired to secure a portion of the purchase price thereof, provided, that, any
such Lien shall not encumber any other property of Borrower; (g) security
interests being terminated concurrently with the execution of the Loan
Documents; (h) Liens in favor of Lender securing the Loan Facility Obligations;
and (i) Liens disclosed in Section 6(D) of the Loan Authorization Agreement.
     "Person" shall mean any individual, sole proprietorship, partnership,
limited liability partnership, joint venture, trust, unincorporated
organization, association, corporation, limited liability company, institution,
public benefit corporation, entity or government (whether national, federal,
provincial, state, county, city, municipal or otherwise, including any
instrumentality, division, agency, body or department thereof), and shall
include such Person's successors and assigns.
     "Principals" shall mean any officer, director, owner, partner, key
employee, or other Person with primary management or supervisory
responsibilities with respect to Borrower or any other Person (whether or not an
employee) who has critical influence on or substantive control over the
transactions covered by this Agreement.
     "Retainage" shall mean that portion of the purchase price of an Export
Order that a Buyer is not obligated to pay until the end of a specified period
of time following the satisfactory performance under such Export Order.
     "Retainage Accounts Receivable" shall mean those portions of Eligible
Export-Related Accounts Receivable arising out of a Retainage.
     "Retainage Advance Rate" shall mean the percentage rate specified in
Section 5(C)(3) of the Loan Authorization Agreement as the Advance Rate for the
Retainage Accounts Receivable of Borrower.
     "Retainage Value" shall mean, at the date of determination thereof, the
aggregate face amount of Retainage Accounts Receivable, less taxes, discounts,
credits and allowances, except to the extent otherwise permitted by Ex-Im Bank
in writing.
     "Revolving Loan Facility" shall mean the credit facility or portion thereof
established by Lender in favor of  Borrower for the purpose of providing
pre-export working capital in the form of loans and/or Letters of Credit to
finance the manufacture, production or purchase and subsequent export sale of
Items pursuant to Loan Documents under which Credit Accommodations may be made
and repaid on a continuous basis based solely on the Export-Related Borrowing
Base during the term of such credit facility.
     "Special Conditions" shall mean those conditions, if any, set forth in
Section 13 of the Loan Authorization Agreement.
     "Specific Export Orders" shall mean those Export Orders specified in
Section 5(D) of the Loan Authorization Agreement.
     "Standby Letter of Credit" shall mean those letters of credit subject to
the ISP or UCP issued or caused to be issued by Lender for Borrower's account
that can be drawn upon by a Buyer only if Borrower fails to perform all of its
obligations with respect to an Export Order.
     "Transaction Specific Loan Facility" shall mean a credit facility or a
portion thereof established by Lender in favor of Borrower for the purpose of
providing pre-export working capital in the form of loans and/or Letters of
Credit to finance the manufacture, production or purchase and subsequent export
sale of Items pursuant to Loan Documents under which Credit Accommodations are
made based solely on the Export-Related Borrowing Base relating to Specific
Export Orders and once such Credit Accommodations are repaid they may not be
reborrowed.
     "Transaction Specific Revolving Loan Facility" shall mean a Revolving
Credit Facility established to provide financing of Specific Export Orders.
     "UCC" shall mean the Uniform Commercial Code as the same may be in effect
from time to time in the jurisdiction in which Borrower or Collateral is
located.
     "UCP" shall mean the Uniform Customs and Practice for Documentary Credits
(1993 Revision), International Chamber of Commerce Publication No. 500 and any
amendments and revisions thereof.
     "U.S." or "United States" shall mean the United States of America and its
territorial possessions.
     "U.S. Content" shall mean with respect to any Item all the labor, materials
and services which are of U.S. origin or manufacture, and which are incorporated
into an Item in the United States.
     "Warranty" shall mean Borrower's guarantee to Buyer that the Items will
function as intended during the warranty period set forth in the applicable
Export Order.
     "Warranty Letter of Credit" shall mean a Standby Letter of Credit which is
issued or caused to be issued by Lender to support the obligations of Borrower
with respect to a Warranty or a Standby Letter of Credit which by its terms
becomes a Warranty Letter of Credit.


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<PAGE>
  1.01  RULES  OF  CONSTRUCTION.  FOR  PURPOSES  OF  THIS  AGREEMENT,  THE
        -----------------------
FOLLOWING ADDITIONAL RULES OF CONSTRUCTION SHALL APPLY, UNLESS SPECIFICALLY
INDICATED TO THE CONTRARY: (a) WHEREVER FROM THE CONTEXT IT APPEARS APPROPRIATE,
EACH TERM STATED IN EITHER THE SINGULAR OR PLURAL SHALL INCLUDE THE SINGULAR AND
THE PLURAL, AND PRONOUNS STATED IN THE MASCULINE, FEMININE OR NEUTER GENDER
SHALL INCLUDE THE MASCULINE, THE FEMININE AND THE NEUTER; (b) THE TERM "OR" IS
NOT EXCLUSIVE; (c) THE TERM "INCLUDING" (OR ANY FORM THEREOF) SHALL NOT BE
LIMITING OR EXCLUSIVE; (d) ALL REFERENCES TO STATUTES AND RELATED REGULATIONS
SHALL INCLUDE ANY AMENDMENTS OF SAME AND ANY SUCCESSOR STATUTES AND REGULATIONS;
(e) THE WORDS "THIS AGREEMENT", "HEREIN", "HEREOF", "HEREUNDER" OR OTHER WORDS
OF SIMILAR IMPORT REFER TO THIS AGREEMENT AS A WHOLE INCLUDING THE SCHEDULES,
EXHIBITS, AND ANNEXES HERETO AS THE SAME MAY BE AMENDED, MODIFIED OR
SUPPLEMENTED; (f) ALL REFERENCES IN THIS AGREEMENT TO SECTIONS, SCHEDULES,
EXHIBITS, AND ANNEXES SHALL REFER TO THE CORRESPONDING SECTIONS, SCHEDULES,
EXHIBITS, AND ANNEXES OF OR TO THIS AGREEMENT; AND (g) ALL REFERENCES TO ANY
INSTRUMENTS OR AGREEMENTS, INCLUDING REFERENCES TO ANY OF THE LOAN DOCUMENTS, OR
THE DELEGATED AUTHORITY LETTER AGREEMENT SHALL INCLUDE ANY AND ALL
MODIFICATIONS, AMENDMENTS AND SUPPLEMENTS THERETO AND ANY AND ALL EXTENSIONS OR
RENEWALS THEREOF TO THE EXTENT PERMITTED UNDER THIS AGREEMENT.
INCORPORATION OF RECITALS.  THE RECITALS TO THIS AGREEMENT ARE INCORPORATED INTO
-------------------------
AND SHALL CONSTITUTE A PART OF THIS AGREEMENT.

                             OBLIGATIONS OF BORROWER
     Until payment in full of all Loan Facility Obligations and termination of
the Loan Documents, Borrower agrees as follows:
USE OF CREDIT ACCOMMODATIONS.  (a) BORROWER SHALL USE CREDIT ACCOMMODATIONS ONLY
----------------------------
FOR THE PURPOSE OF ENABLING BORROWER TO FINANCE THE COST OF MANUFACTURING,
PRODUCING, PURCHASING OR SELLING THE ITEMS.  BORROWER MAY NOT USE ANY OF THE
CREDIT ACCOMMODATIONS FOR THE PURPOSE OF: (i) SERVICING OR REPAYING ANY OF
BORROWER'S PRE-EXISTING OR FUTURE INDEBTEDNESS UNRELATED TO THE LOAN FACILITY
(UNLESS APPROVED BY EX-IM BANK IN WRITING); (ii) ACQUIRING FIXED ASSETS OR
CAPITAL GOODS FOR USE IN BORROWER'S BUSINESS; (iii) ACQUIRING, EQUIPPING OR
RENTING COMMERCIAL SPACE OUTSIDE OF THE UNITED STATES; (iv) PAYING THE SALARIES
OF NON U.S. CITIZENS OR NON-U.S. PERMANENT RESIDENTS WHO ARE LOCATED IN OFFICES
OUTSIDE OF THE UNITED STATES; OR (V) IN CONNECTION WITH A RETAINAGE OR WARRANTY
(UNLESS APPROVED BY EX-IM BANK IN WRITING).
     IN ADDITION, NO CREDIT ACCOMMODATION MAY BE USED TO FINANCE THE
MANUFACTURE, PURCHASE OR SALE OF ANY OF THE FOLLOWING:
     (i) Items to be sold or resold to a Buyer located in a country as to which
Ex-Im Bank is prohibited from doing business as designated in the Country
Limitation Schedule;
     (ii) that part of the cost of the Items which is not U.S. Content unless
such part is not greater than fifty percent (50%) of the cost of the Items and
is incorporated into the Items in the United States;
     (iii) defense articles or defense services; or
     (iv) without Ex-Im Bank's prior written consent, any Items to be used in
the construction, alteration, operation or maintenance of nuclear power,
enrichment, reprocessing, research or heavy water production facilities.
LOAN DOCUMENTS AND LOAN AUTHORIZATION AGREEMENT.  (a)  EACH LOAN DOCUMENT AND
-----------------------------------------------
THIS AGREEMENT HAVE BEEN DULY EXECUTED AND DELIVERED ON BEHALF OF BORROWER, AND
EACH SUCH LOAN DOCUMENT AND THIS AGREEMENT ARE AND WILL CONTINUE TO BE A LEGAL
AND VALID OBLIGATION OF BORROWER, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS
TERMS.
     (c) BORROWER SHALL COMPLY WITH ALL OF THE TERMS AND CONDITIONS OF THE LOAN
DOCUMENTS, THIS AGREEMENT AND THE LOAN AUTHORIZATION AGREEMENT.
EXPORT-RELATED BORROWING BASE CERTIFICATES AND EXPORT ORDERS.  IN ORDER TO
------------------------------------------------------------
RECEIVE CREDIT ACCOMMODATIONS UNDER THE LOAN FACILITY, BORROWER SHALL HAVE
DELIVERED TO LENDER AN EXPORT-RELATED BORROWING BASE CERTIFICATE AS FREQUENTLY
AS REQUIRED BY LENDER BUT AT LEAST WITHIN THE PAST THIRTY (30) CALENDAR DAYS AND
A COPY OF THE EXPORT ORDER(S) (OR, FOR REVOLVING LOAN FACILITIES, IF PERMITTED
BY LENDER, A WRITTEN SUMMARY OF THE EXPORT ORDERS) AGAINST WHICH BORROWER IS
REQUESTING CREDIT ACCOMMODATIONS.  IF LENDER PERMITS SUMMARIES OF EXPORT ORDERS,
BORROWER SHALL ALSO DELIVER PROMPTLY TO LENDER COPIES OF ANY EXPORT ORDERS
REQUESTED BY LENDER.  IN ADDITION, SO LONG AS THERE ARE ANY CREDIT
ACCOMMODATIONS OUTSTANDING UNDER THE LOAN FACILITY, BORROWER SHALL DELIVER TO
LENDER AT LEAST ONCE EACH MONTH NO LATER THAN THE TWENTIETH (20TH) DAY OF SUCH
MONTH OR MORE FREQUENTLY AS REQUIRED BY THE LOAN DOCUMENTS, AN EXPORT-RELATED
BORROWING BASE CERTIFICATE.
  1.02  EXCLUSIONS  FROM  THE  EXPORT-RELATED  BORROWING  BASE.  IN  DETERMINING
       -------------------------------------------------------
THE EXPORT-RELATED BORROWING BASE, BORROWER SHALL EXCLUDE THEREFROM INVENTORY
WHICH IS NOT ELIGIBLE EXPORT-RELATED INVENTORY AND ACCOUNTS RECEIVABLE WHICH ARE
NOT ELIGIBLE EXPORT-RELATED ACCOUNTS RECEIVABLE.  BORROWER SHALL PROMPTLY, BUT
IN ANY EVENT WITHIN FIVE (5) BUSINESS DAYS, NOTIFY LENDER (a) IF ANY THEN
EXISTING EXPORT-RELATED INVENTORY NO LONGER CONSTITUTES ELIGIBLE EXPORT-RELATED
INVENTORY OR (b) OF ANY EVENT OR CIRCUMSTANCE WHICH TO


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BORROWER'S KNOWLEDGE WOULD CAUSE LENDER TO CONSIDER ANY THEN EXISTING
EXPORT-RELATED ACCOUNTS RECEIVABLE AS NO LONGER CONSTITUTING AN ELIGIBLE
EXPORT-RELATED ACCOUNTS RECEIVABLE.
FINANCIAL STATEMENTS.  BORROWER SHALL DELIVER TO LENDER THE FINANCIAL STATEMENTS
--------------------
REQUIRED TO BE DELIVERED BY BORROWER IN ACCORDANCE WITH SECTION 11 OF THE LOAN
AUTHORIZATION AGREEMENT.
SCHEDULES, REPORTS AND OTHER STATEMENTS.  BORROWER SHALL SUBMIT TO LENDER IN
---------------------------------------
WRITING EACH MONTH (a) AN INVENTORY SCHEDULE FOR THE PRECEDING MONTH AND (b) AN
ACCOUNTS RECEIVABLE AGING REPORT FOR THE PRECEDING MONTH DETAILING THE TERMS OF
THE AMOUNTS DUE FROM EACH BUYER.  BORROWER SHALL ALSO FURNISH TO LENDER PROMPTLY
UPON REQUEST SUCH INFORMATION, REPORTS, CONTRACTS, INVOICES AND OTHER DATA
CONCERNING THE COLLATERAL AS LENDER MAY FROM TIME TO TIME SPECIFY.
ADDITIONAL SECURITY OR PAYMENT.  (a)  BORROWER SHALL AT ALL TIMES ENSURE THAT
------------------------------
THE EXPORT-RELATED BORROWING BASE EQUALS OR EXCEEDS THE CREDIT ACCOMMODATION
AMOUNT.  IF INFORMED BY LENDER OR IF BORROWER OTHERWISE HAS ACTUAL KNOWLEDGE
THAT THE EXPORT-RELATED BORROWING BASE IS AT ANY TIME LESS THAN THE CREDIT
ACCOMMODATION AMOUNT, BORROWER SHALL, WITHIN FIVE (5) BUSINESS DAYS, EITHER (i)
FURNISH ADDITIONAL COLLATERAL TO LENDER, IN FORM AND AMOUNT SATISFACTORY TO
LENDER AND EX-IM BANK OR (ii) PAY TO LENDER AN AMOUNT EQUAL TO THE DIFFERENCE
BETWEEN THE CREDIT ACCOMMODATION AMOUNT AND THE EXPORT-RELATED BORROWING BASE.
     (b) FOR PURPOSES OF THIS AGREEMENT, IN DETERMINING THE EXPORT-RELATED
BORROWING BASE THERE SHALL BE DEDUCTED FROM THE EXPORT-RELATED BORROWING BASE
(i) AN AMOUNT EQUAL TO TWENTY-FIVE PERCENT (25%) OF THE OUTSTANDING FACE AMOUNT
OF COMMERCIAL LETTERS OF CREDIT AND STANDBY LETTERS OF CREDIT AND (ii) ONE
HUNDRED PERCENT (100%) OF THE FACE AMOUNT OF WARRANTY LETTERS OF CREDIT LESS THE
AMOUNT OF CASH COLLATERAL HELD BY LENDER TO SECURE WARRANTY LETTERS OF CREDIT.
     (c) UNLESS OTHERWISE APPROVED IN WRITING BY EX-IM BANK, FOR REVOLVING LOAN
FACILITIES (OTHER THAN TRANSACTION SPECIFIC REVOLVING LOAN FACILITIES), BORROWER
SHALL AT ALL TIMES ENSURE THAT THE OUTSTANDING PRINCIPAL BALANCE OF THE CREDIT
ACCOMMODATIONS THAT IS SUPPORTED BY EXPORT-RELATED INVENTORY DOES NOT EXCEED
SIXTY PERCENT (60%) OF THE SUM OF THE TOTAL OUTSTANDING PRINCIPAL BALANCE OF THE
DISBURSEMENTS AND THE UNDRAWN FACE AMOUNT OF ALL OUTSTANDING COMMERCIAL LETTERS
OF CREDIT. IF INFORMED BY LENDER OR IF BORROWER OTHERWISE HAS ACTUAL KNOWLEDGE
THAT THE OUTSTANDING PRINCIPAL BALANCE OF THE CREDIT ACCOMMODATIONS THAT IS
SUPPORTED BY INVENTORY EXCEEDS SIXTY PERCENT (60%) OF THE SUM OF THE TOTAL
OUTSTANDING PRINCIPAL BALANCE OF THE DISBURSEMENTS AND THE UNDRAWN FACE AMOUNT
OF ALL OUTSTANDING COMMERCIAL LETTERS OF CREDIT, BORROWER SHALL, WITHIN FIVE (5)
BUSINESS DAYS, EITHER (i) FURNISH ADDITIONAL NON-INVENTORY COLLATERAL TO LENDER,
IN FORM AND AMOUNT SATISFACTORY TO LENDER AND EX-IM BANK, OR (ii) PAY DOWN THE
APPLICABLE PORTION OF THE CREDIT ACCOMMODATIONS SO THAT THE ABOVE DESCRIBED
RATIO IS NOT EXCEEDED.
CONTINUED SECURITY INTEREST.  BORROWER SHALL NOT CHANGE (a) ITS NAME OR IDENTITY
---------------------------
IN ANY MANNER, (b) THE LOCATION OF ITS PRINCIPAL PLACE OF BUSINESS, (c) THE
LOCATION OF ANY OF THE COLLATERAL OR (d) THE LOCATION OF ANY OF THE BOOKS OR
RECORDS RELATED TO THE COLLATERAL, IN EACH INSTANCE WITHOUT GIVING THIRTY (30)
DAYS PRIOR WRITTEN NOTICE THEREOF TO LENDER AND TAKING ALL ACTIONS DEEMED
NECESSARY OR APPROPRIATE BY LENDER TO CONTINUOUSLY PROTECT AND PERFECT LENDER'S
LIENS UPON THE COLLATERAL.
INSPECTION OF COLLATERAL.  BORROWER SHALL PERMIT THE REPRESENTATIVES OF LENDER
------------------------
AND EX-IM BANK TO MAKE AT ANY TIME DURING NORMAL BUSINESS HOURS INSPECTIONS OF
THE COLLATERAL AND OF BORROWER'S FACILITIES, ACTIVITIES, AND BOOKS AND RECORDS,
AND SHALL CAUSE ITS OFFICERS AND EMPLOYEES TO GIVE FULL COOPERATION AND
ASSISTANCE IN CONNECTION THEREWITH.
GENERAL INTANGIBLES.  BORROWER REPRESENTS AND WARRANTS THAT IT OWNS, OR IS
-------------------
LICENSED TO USE, ALL GENERAL INTANGIBLES NECESSARY TO CONDUCT ITS BUSINESS AS
CURRENTLY CONDUCTED EXCEPT WHERE THE FAILURE OF BORROWER TO OWN OR LICENSE SUCH
GENERAL INTANGIBLES COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
NOTICE OF CERTAIN EVENTS.  BORROWER SHALL PROMPTLY, BUT IN ANY EVENT WITHIN FIVE
------------------------
(5) BUSINESS DAYS, NOTIFY LENDER IN WRITING OF THE OCCURRENCE OF ANY OF THE
FOLLOWING:
     BORROWER OR ANY GUARANTOR (i) APPLIES FOR, CONSENTS TO OR SUFFERS THE
APPOINTMENT OF, OR THE TAKING OF POSSESSION BY, A RECEIVER, CUSTODIAN, TRUSTEE,
LIQUIDATOR OR SIMILAR FIDUCIARY OF ITSELF OR OF ALL OR A SUBSTANTIAL PART OF ITS
PROPERTY OR CALLS A MEETING OF ITS CREDITORS, (ii) ADMITS IN WRITING ITS
INABILITY, OR IS GENERALLY UNABLE, TO PAY ITS DEBTS AS THEY BECOME DUE OR CEASES
OPERATIONS OF ITS PRESENT BUSINESS, (iii) MAKES A GENERAL ASSIGNMENT FOR THE
BENEFIT OF CREDITORS, (iv) COMMENCES A VOLUNTARY CASE UNDER ANY STATE OR FEDERAL
BANKRUPTCY LAWS (AS NOW OR HEREAFTER IN EFFECT), (V) IS ADJUDICATED AS BANKRUPT
OR INSOLVENT, (VI) FILES A PETITION SEEKING TO TAKE ADVANTAGE OF ANY OTHER LAW
PROVIDING FOR THE RELIEF OF DEBTORS, (VII) ACQUIESCES TO, OR FAILS TO HAVE
DISMISSED WITHIN THIRTY (30) DAYS, ANY PETITION FILED AGAINST IT IN ANY
INVOLUNTARY CASE UNDER SUCH BANKRUPTCY LAWS, OR (VII) TAKES ANY ACTION FOR THE
PURPOSE OF EFFECTING ANY OF THE FOREGOING;
     (a) ANY LIEN IN ANY OF THE COLLATERAL, GRANTED OR INTENDED BY THE LOAN
DOCUMENTS TO BE GRANTED TO LENDER, CEASES TO BE A VALID, ENFORCEABLE, PERFECTED,
FIRST PRIORITY LIEN (OR A LESSER PRIORITY IF EXPRESSLY PERMITTED PURSUANT TO
SECTION 6 OF THE LOAN AUTHORIZATION AGREEMENT) SUBJECT ONLY TO PERMITTED LIENS;
     (b) THE ISSUANCE OF ANY LEVY, ASSESSMENT, ATTACHMENT, SEIZURE OR LIEN,
OTHER THAN A PERMITTED LIEN, AGAINST ANY


                                      108
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OF THE COLLATERAL WHICH IS NOT STAYED OR LIFTED WITHIN THIRTY (30) CALENDAR
DAYS;
     (c) ANY PROCEEDING IS COMMENCED BY OR AGAINST BORROWER OR ANY GUARANTOR FOR
THE LIQUIDATION OF ITS ASSETS OR DISSOLUTION;
     (d) ANY LITIGATION IS FILED AGAINST BORROWER OR ANY GUARANTOR WHICH HAS HAD
OR COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT AND SUCH
LITIGATION IS NOT WITHDRAWN OR DISMISSED WITHIN THIRTY (30) CALENDAR DAYS OF THE
FILING THEREOF;
     (e) ANY DEFAULT OR EVENT OF DEFAULT UNDER THE LOAN DOCUMENTS;
     (f) ANY FAILURE TO COMPLY WITH ANY TERMS OF THE LOAN AUTHORIZATION
AGREEMENT;
     (g) ANY MATERIAL PROVISION OF ANY LOAN DOCUMENT OR THIS AGREEMENT FOR ANY
REASON CEASES TO BE VALID, BINDING AND ENFORCEABLE IN ACCORDANCE WITH ITS TERMS;
     (h) ANY EVENT WHICH HAS HAD OR COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT; OR
     (i) THE CREDIT ACCOMMODATION AMOUNT EXCEEDS THE APPLICABLE EXPORT-RELATED
BORROWING BASE.
INSURANCE. BORROWER WILL AT ALL TIMES CARRY PROPERTY, LIABILITY AND OTHER
---------
INSURANCE, WITH INSURERS ACCEPTABLE TO LENDER, IN SUCH FORM AND AMOUNTS, AND
WITH SUCH DEDUCTIBLES AND OTHER PROVISIONS, AS LENDER SHALL REQUIRE, AND
BORROWER WILL PROVIDE EVIDENCE OF SUCH INSURANCE TO LENDER, SO THAT LENDER IS
SATISFIED THAT SUCH INSURANCE IS, AT ALL TIMES, IN FULL FORCE AND EFFECT.  EACH
PROPERTY INSURANCE POLICY SHALL NAME LENDER AS LOSS PAYEE AND SHALL CONTAIN A
LENDER'S LOSS PAYABLE ENDORSEMENT IN FORM ACCEPTABLE TO LENDER AND EACH
LIABILITY INSURANCE POLICY SHALL NAME LENDER AS AN ADDITIONAL INSURED.  ALL
POLICIES OF INSURANCE SHALL PROVIDE THAT THEY MAY NOT BE CANCELLED OR CHANGED
WITHOUT AT LEAST TEN (10) DAYS' PRIOR WRITTEN NOTICE TO LENDER AND SHALL
OTHERWISE BE IN FORM AND SUBSTANCE SATISFACTORY TO LENDER.  BORROWER WILL
PROMPTLY DELIVER TO LENDER COPIES OF ALL REPORTS MADE TO INSURANCE COMPANIES.
TAXES. BORROWER HAS TIMELY FILED ALL TAX RETURNS AND REPORTS REQUIRED BY
-----
APPLICABLE LAW, HAS TIMELY PAID ALL APPLICABLE TAXES, ASSESSMENTS, DEPOSITS AND
CONTRIBUTIONS OWING BY BORROWER AND WILL TIMELY PAY ALL SUCH ITEMS IN THE FUTURE
AS THEY BECAME DUE AND PAYABLE.  BORROWER MAY, HOWEVER, DEFER PAYMENT OF ANY
CONTESTED TAXES; PROVIDED, THAT BORROWER (a) IN GOOD FAITH CONTESTS BORROWER'S
OBLIGATION TO PAY SUCH TAXES BY APPROPRIATE PROCEEDINGS PROMPTLY AND DILIGENTLY
INSTITUTED AND CONDUCTED; (b) NOTIFIES LENDER IN WRITING OF THE COMMENCEMENT OF,
AND ANY MATERIAL DEVELOPMENT IN, THE PROCEEDINGS; (c) POSTS BONDS OR TAKES ANY
OTHER STEPS REQUIRED TO KEEP THE CONTESTED TAXES FROM BECOMING A LIEN UPON ANY
OF THE COLLATERAL; AND (d) MAINTAINS ADEQUATE RESERVES THEREFOR IN CONFORMITY
WITH GAAP.
COMPLIANCE WITH LAWS. BORROWER REPRESENTS AND WARRANTS THAT IT HAS COMPLIED IN
--------------------
ALL MATERIAL RESPECTS WITH ALL PROVISIONS OF ALL APPLICABLE LAWS AND
REGULATIONS, INCLUDING THOSE RELATING TO BORROWER'S OWNERSHIP OF REAL OR
PERSONAL PROPERTY, THE CONDUCT AND LICENSING OF BORROWER'S BUSINESS, THE PAYMENT
AND WITHHOLDING OF TAXES, ERISA AND OTHER EMPLOYEE MATTERS, SAFETY AND
ENVIRONMENTAL MATTERS.
NEGATIVE COVENANTS.  WITHOUT THE PRIOR WRITTEN CONSENT OF EX-IM BANK AND LENDER,
------------------
BORROWER SHALL NOT (a) MERGE, CONSOLIDATE OR OTHERWISE COMBINE WITH ANY OTHER
PERSON; (b) ACQUIRE ALL OR SUBSTANTIALLY ALL OF THE ASSETS OR CAPITAL STOCK OF
ANY OTHER PERSON; (c) SELL, LEASE, TRANSFER, CONVEY, ASSIGN OR OTHERWISE DISPOSE
OF ANY OF ITS ASSETS, EXCEPT FOR THE SALE OF INVENTORY IN THE ORDINARY COURSE OF
BUSINESS AND THE DISPOSITION OF OBSOLETE EQUIPMENT IN THE ORDINARY COURSE OF
BUSINESS; (d) CREATE ANY LIEN ON THE COLLATERAL EXCEPT FOR PERMITTED LIENS; (e)
MAKE ANY MATERIAL CHANGES IN ITS ORGANIZATIONAL STRUCTURE OR IDENTITY; OR (f)
ENTER INTO ANY AGREEMENT TO DO ANY OF THE FOREGOING.
REBORROWINGS AND REPAYMENT TERMS.  (a)  IF THE LOAN FACILITY IS A REVOLVING LOAN
--------------------------------
FACILITY, PROVIDED THAT BORROWER IS NOT IN DEFAULT UNDER ANY OF THE LOAN
DOCUMENTS, BORROWER MAY BORROW, REPAY AND REBORROW AMOUNTS UNDER THE LOAN
FACILITY UNTIL THE CLOSE OF BUSINESS ON THE FINAL DISBURSEMENT DATE.  UNLESS THE
REVOLVING LOAN FACILITY IS RENEWED OR EXTENDED BY LENDER WITH THE CONSENT OF
EX-IM BANK, BORROWER SHALL PAY IN FULL THE OUTSTANDING LOAN FACILITY OBLIGATIONS
AND ALL ACCRUED AND UNPAID INTEREST THEREON NO LATER THAN THE FIRST BUSINESS DAY
AFTER THE FINAL DISBURSEMENT DATE.
     IF THE LOAN FACILITY IS A TRANSACTION SPECIFIC LOAN FACILITY, BORROWER
SHALL, WITHIN TWO (2) BUSINESS DAYS OF THE RECEIPT THEREOF, PAY TO LENDER (FOR
APPLICATION AGAINST THE OUTSTANDING LOAN FACILITY OBLIGATIONS AND ACCRUED AND
UNPAID INTEREST THEREON) ALL CHECKS, DRAFTS, CASH AND OTHER REMITTANCES IT MAY
RECEIVE IN PAYMENT OR ON ACCOUNT OF THE EXPORT-RELATED ACCOUNTS RECEIVABLE OR
ANY OTHER COLLATERAL, IN PRECISELY THE FORM RECEIVED (EXCEPT FOR THE ENDORSEMENT
OF BORROWER WHERE NECESSARY).  PENDING SUCH DEPOSIT, BORROWER SHALL HOLD SUCH
AMOUNTS IN TRUST FOR LENDER SEPARATE AND APART AND SHALL NOT COMMINGLE ANY SUCH
ITEMS OF PAYMENT WITH ANY OF ITS OTHER FUNDS OR PROPERTY.
CROSS DEFAULT.  BORROWER SHALL BE DEEMED IN DEFAULT UNDER THE LOAN FACILITY IF
-------------
BORROWER FAILS TO PAY WHEN DUE ANY AMOUNT PAYABLE TO LENDER UNDER ANY LOAN OR
OTHER CREDIT ACCOMMODATIONS TO BORROWER WHETHER OR NOT GUARANTEED BY EX-IM BANK.
MUNITIONS LIST.  IF ANY OF THE ITEMS ARE ARTICLES, SERVICES, OR RELATED
--------------
TECHNICAL DATA THAT ARE LISTED ON THE UNITED STATES MUNITIONS LIST (PART 121 OF
TITLE 22 OF THE CODE OF FEDERAL REGULATIONS), BORROWER SHALL SEND A WRITTEN


                                      109
<PAGE>
NOTICE PROMPTLY, BUT IN ANY EVENT WITHIN FIVE (5) BUSINESS DAYS, OF BORROWER
LEARNING THEREOF TO LENDER DESCRIBING THE ITEMS(S) AND THE CORRESPONDING INVOICE
AMOUNT.
SUSPENSION AND DEBARMENT, ETC.  ON THE DATE OF THIS AGREEMENT NEITHER BORROWER
-----------------------------
NOR ITS PRINCIPALS ARE (a) DEBARRED, SUSPENDED, PROPOSED FOR DEBARMENT WITH A
FINAL DETERMINATION STILL PENDING, DECLARED INELIGIBLE OR VOLUNTARILY EXCLUDED
(AS SUCH TERMS ARE DEFINED UNDER ANY OF THE DEBARMENT REGULATIONS REFERRED TO
BELOW) FROM PARTICIPATING IN PROCUREMENT OR NONPROCUREMENT TRANSACTIONS WITH ANY
UNITED STATES FEDERAL GOVERNMENT DEPARTMENT OR AGENCY PURSUANT TO ANY OF THE
DEBARMENT REGULATIONS OR (b) INDICTED, CONVICTED OR HAD A CIVIL JUDGMENT
RENDERED AGAINST BORROWER OR ANY OF ITS PRINCIPALS FOR ANY OF THE OFFENSES
LISTED IN ANY OF THE DEBARMENT REGULATIONS.  UNLESS AUTHORIZED BY EX-IM BANK,
BORROWER WILL NOT KNOWINGLY ENTER INTO ANY TRANSACTIONS IN CONNECTION WITH THE
ITEMS WITH ANY PERSON WHO IS DEBARRED, SUSPENDED, DECLARED INELIGIBLE OR
VOLUNTARILY EXCLUDED FROM PARTICIPATION IN PROCUREMENT OR NONPROCUREMENT
TRANSACTIONS WITH ANY UNITED STATES FEDERAL GOVERNMENT DEPARTMENT OR AGENCY
PURSUANT TO ANY OF THE DEBARMENT REGULATIONS.  BORROWER WILL PROVIDE IMMEDIATE
WRITTEN NOTICE TO LENDER IF AT ANY TIME IT LEARNS THAT THE CERTIFICATION SET
FORTH IN THIS SECTION 2.19 WAS ERRONEOUS WHEN MADE OR HAS BECOME ERRONEOUS BY
REASON OF CHANGED CIRCUMSTANCES.

                              RIGHTS AND REMEDIES
INDEMNIFICATION.  UPON EX-IM BANK'S PAYMENT OF A CLAIM TO LENDER IN CONNECTION
---------------
WITH THE LOAN FACILITY PURSUANT TO THE MASTER GUARANTEE AGREEMENT, EX-IM BANK
MAY ASSUME ALL RIGHTS AND REMEDIES OF LENDER UNDER THE LOAN DOCUMENTS AND MAY
ENFORCE ANY SUCH RIGHTS OR REMEDIES AGAINST BORROWER, THE COLLATERAL AND ANY
GUARANTORS.  BORROWER SHALL HOLD EX-IM BANK AND LENDER HARMLESS FROM AND
INDEMNIFY THEM AGAINST ANY AND ALL LIABILITIES, DAMAGES, CLAIMS, COSTS AND
LOSSES INCURRED OR SUFFERED BY EITHER OF THEM RESULTING FROM (a) ANY MATERIALLY
INCORRECT CERTIFICATION OR STATEMENT KNOWINGLY MADE BY BORROWER OR ITS AGENT TO
EX-IM BANK OR LENDER IN CONNECTION WITH THE LOAN FACILITY, THIS AGREEMENT, THE
LOAN AUTHORIZATION AGREEMENT OR ANY OTHER LOAN DOCUMENTS OR (b) ANY MATERIAL
BREACH BY BORROWER OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE LOAN
AUTHORIZATION AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.  BORROWER ALSO
ACKNOWLEDGES THAT ANY STATEMENT, CERTIFICATION OR REPRESENTATION MADE BY
BORROWER IN CONNECTION WITH THE LOAN FACILITY IS SUBJECT TO THE PENALTIES
PROVIDED IN ARTICLE 18 U.S.C. SECTION 1001.
LIENS.  BORROWER AGREES THAT ANY AND ALL LIENS GRANTED BY IT TO LENDER ARE ALSO
-----
HEREBY GRANTED TO EX-IM BANK TO SECURE BORROWER'S OBLIGATION, HOWEVER ARISING,
TO REIMBURSE EX-IM BANK FOR ANY PAYMENTS MADE BY EX-IM BANK PURSUANT TO THE
MASTER GUARANTEE AGREEMENT.  LENDER IS AUTHORIZED TO APPLY THE PROCEEDS OF, AND
RECOVERIES FROM, ANY PROPERTY SUBJECT TO SUCH LIENS TO THE SATISFACTION OF LOAN
FACILITY OBLIGATIONS IN ACCORDANCE WITH THE TERMS OF ANY AGREEMENT BETWEEN
LENDER AND EX-IM BANK.

                                  MISCELLANEOUS
GOVERNING LAW.  THIS AGREEMENT AND THE LOAN AUTHORIZATION AGREEMENT AND THE
-------------
OBLIGATIONS ARISING UNDER THIS AGREEMENT AND THE LOAN AUTHORIZATION AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE
GOVERNING THE LOAN DOCUMENTS.
NOTIFICATION.  ALL NOTICES REQUIRED BY THIS AGREEMENT SHALL BE GIVEN IN THE
------------
MANNER AND TO THE PARTIES PROVIDED FOR IN THE LOAN AGREEMENT.
PARTIAL INVALIDITY.  IF AT ANY TIME ANY OF THE PROVISIONS OF THIS AGREEMENT
------------------
BECOMES ILLEGAL, INVALID OR UNENFORCEABLE IN ANY RESPECT UNDER THE LAW OF ANY
JURISDICTION, NEITHER THE LEGALITY, THE VALIDITY NOR THE ENFORCEABILITY OF THE
REMAINING PROVISIONS HEREOF SHALL IN ANY WAY BE AFFECTED OR IMPAIRED.
WAIVER OF JURY TRIAL. BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
--------------------
WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
ACTION, SUIT, PROCEEDING OR OTHER LITIGATION BROUGHT TO RESOLVE ANY DISPUTE
ARISING UNDER, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE LOAN
AUTHORIZATION AGREEMENT, ANY LOAN DOCUMENT, OR ANY OTHER AGREEMENT, DOCUMENT OR
INSTRUMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR
ACTIONS OR OMMISSIONS OF LENDER, EX-IM BANK, OR ANY OTHER PERSON, RELATING TO
THIS AGREEMENT, THE LOAN AUTHORIZATION AGREEMENT OR ANY OTHER LOAN DOCUMENT.


                                      110
<PAGE>
     IN WITNESS WHEREOF, Borrower has caused this Agreement to be duly executed
as of the    th day of          , 2001.
          ---         ----------


GENUS, INC.


By:
   --------------------------------
            (Signature)

Name:
     ------------------------------
          (Print or Type)

Title:
      -----------------------------
          (Print or Type)



ACKNOWLEDGED:


SILICON VALLEY BANK


By:
   --------------------------------
            (Signature)

Name:
     ------------------------------
          (Print or Type)

Title:
      -----------------------------
          (Print or Type)



                                      111
<PAGE>
CONSENT OF GUARANTORS

     Each of the undersigned as a Guarantor of the obligations of Borrower to
the Lender executing the foregoing Agreement hereby agrees that the foregoing
Agreement, each of their respective Guaranty Agreements and each other Loan
Documents may be assigned to the Export-Import Bank of the United States.

                                -----------------------------
                                [INDIVIDUAL GUARANTOR]

                                         [CORPORATE GUARANTOR]
                                         By:
                                            ------------------------------
                                         Name:
                                            ------------------------------
                                         Title:
                                            ------------------------------


                                      112
<PAGE>