EXHIBIT 10.33    UBS Bank
  USAVariable Credit Line
  Account Number: (if applicable)Fixed Credit Line Account
  Number: (if applicable)Credit Line Account
  Application and Agreement for Organizations and Businesses
  
  HB
  SS# / TINInternal Use
  Only  For Internal Use OnlyVariable
  Credit Line Account at UBS Bank USAFixed
  Credit Line Account at UBS Bank USA Collateral Account(s) at UBS Financial Services Inc.  Insert
the information below for each UBS Financial Services Inc. account to be
pledged to secure the Borrowers credit line.  Full Collateral (Securities)
  Account Title
  
  Branch
  
  Account 
  Number
  
  FA#1)        Affymax, Inc.2)3)4)5)6)  Credit Line Account Select the type of credit line account:  oVariable
Credit Line Account oFixed
Credit Line Account oBoth  If you do not indicate your preference you will be
deemed to have selected the Both option.  Account
Ownership Is
this entity / organization a business that provides commercial goods or
services (i.e., an operating entity)?  oYesoNo  Select the Organization/Business Structure:  oCorporationoCorp- Subchapter S
  
  oFed Charter-Credit Union
  
  oGovt Agency-Local EntoLimited Liability Company (LLC)
  
  oFoundation-not for profit
  
  oGovt Agency-StateoLimited Liability Partnership (LLP)
  
  oEndowment-not for profitoLimited Liability-Limited
  
  oState Charter-S&L BankoState Charter-Savings BankPartnership
  (LLLP)
  
  oState Charter-Comm BankoState Charter-Trust Co.oSole Proprietorship
  
  oState Charter-Credit UnionoPartnership-General
  
  oState Charter-Indus LoanoPartnership-Limited
  
  oFed Charter-Savings AssocoAssociation
  
  oFed Charter-Natl BankoPartnership-Invest Club
  
  oFed Charter-Trust Co.oInvest Club Membership
  
  oGovt Agency-Federal
  Any changes
or corrections to the information on this application must be initialed by
you.  Borrower Information This section should be completed by the Organization/Business.  Borrower Organization / Business Name Affymax, Inc.  Organization/Business
is (please complete each item that applies):  1)oIncorporated
  
  oUnincorporated2)oFor
  Profit
  
  oNot
  For Profit  Industry
Group (e.g., Construction, Service, etc.):  Is
  the Organization/Business publicly listed?
  
  oNooYes;    specify:
  Exchange
  (NYSE, AMEX, or NASDAQ)
  
  Ticker
  Symbol
  Location of Address  oBusiness
  - Primary
  
  oOther
  ( please specify )
  Street
Address ( If a P.O. Box, complete the
Additional Address Information on page 4.):   City:
  
  State:
  
  ZIP:
  Business Telephone Number:  Place of Formation / Incorporation  oUSA (if
  formed/incorporated, specify State):oOther (specify)TIN:
  
  Date of Incorporation /
  Establishment:
  ©2009
UBS Bank USA. All rights reserved. Sign and
date the application on page 5


UBS Bank
  USAVariable Credit Line
  Account Number: (if applicable)Fixed Credit Line Account
  Number: (if applicable)SS# / TINInternal Use
  Only  Borrower Financial and Ownership Information  Annual
  Income:
  
  Liquid
  Assets:Net
  Worth
  
  Fiscal
  Year End (indicate month)
  Do
you receive a substantial amount of your revenue/wealth (over 50%)
(trade/export) from a country outside of the United States?  oYesoNo     If
yes specify:  Country(ies):  Does
the Borrower own 10% or more of the shares of any publicly traded company?  oYesoNo     If
yes, please specify company and%:  %
  Are any of the Borrowers,
business owners or directors/principal officers a control person of UBS AG or
its subsidiaries or affiliates?*  oYesoNo     If
yes, please specify company and%:  %
  Is
the Borrower an officer or member of the board of directors of UBS AG, its subsidiaries
or affiliates?*  oYesoNo     If
yes, please specify:  Subsidiary
  or Affiliate
  
  Employee
  Name and SS#
  Is the Borrower an immediate family member of
an executive officer or member of the board of directors of UBS AG? Immediate family member means a spouse or any other
relative residing in the Borrowers household to whom the Borrower lends
financial support.  oYesoNo     If
yes, please specify:  Subsidiary
  or Affiliate
  
  Employee
  Name and SS#
  Will
any of the loan proceeds be used to repay any debt or obligation owed to, or
purchase an asset from, UBS AG or its subsidiaries or affiliates?  oYesoNo     If
yes, please specify:  Subsidiary
  or Affiliate
  
 *For purposes these questions, control means a person or
entity that either (a) owns, controls or has the power to vote 25% or more
of any class of voting securities, (b) has the ability to control the
election of the majority of the directors of a company, or (c) has the
power to exercise a controlling influence over management policies. A person or
entity is presumed to have control of a company if the person or entity owns,
controls or has the power to vote 10% or more of any class of voting securities
of the company and (i) the person is an executive officer or director of
the company or (ii) no other person has a greater percentage of that class
of voting securities.  Principal Officer/Beneficial Owner  Complete
this section for the Principal Officer(s) of the borrower, or beneficial
owner for an LLC. To include additional principal officers please photocopy
this page and submit it with the application.  Principal Officer Name
  SS#Country of Citizenship:
  Date of BirthxUSA
  o
  Other (specify)  Passport/CEDULA
and Green Card#: (If non-U.S. and no SS# specified)  /
 Passport/CEDULA Country of Issuance:  Street Address:   City:
  
  State:
  
  ZIP:
  Telephone Number:  Principal Officer Name
  SS#Country of Citizenship:
  Date of BirthxUSA
  o
  Other (specify)  Passport/CEDULA
and Green Card#: (If non-U.S. and no SS# specified)  /
 Passport/CEDULA Country of Issuance:  Street Address:   City:
  
  State:
  
  ZIP:
  Telephone Number:  ©2009
UBS Bank USA. All rights reserved. Sign and
date the application on page 5  2


UBS Bank
  USAVariable Credit Line
  Account Number: (if applicable)Fixed Credit Line Account
  Number: (if applicable)SS# / TINInternal Use
  Only  Credit Line Account Features  Check Writing  If
you would like to receive Credit Line checks for your credit line account, please
enroll below:  oCheck here if you would like
Credit Line checks. Checks
will be in the name of the Borrower. Please
print the address that you would like to appear on your checks.   Alternate Mailing Address for Checks  Print
the mailing address for the delivery of checks if different from the address on
the checks:   Wire Instructions for Loan Payment:(In
US Dollars) Bank Name: Wire System Address:  For Further Credit to the Account of: Account Number:  For the Benefit of: Account Number:  Alternate Mailing Address for Checks  Print the mailing address for the delivery of checks if different from
the address on the checks:   UBS Credit Corp Wire Instructions are as follows: UBS AG ABA # 026007993  A/C #  A/C Name:  Senior Political Affiliation  Are you, any authorized signatories, beneficial
owners, trustees, powers of attorney or other individuals with authority to
effect transactions, or any of their immediate family members or close
associates a:  I)
  Current
  U.S. political official (as defined in section B below)?
  oNooYes;    complete:A) Political
  Officials Name:B) Current
  Position:
  oPresident
  oVice President
  oUS Cabinet MemberoSpeaker of the House of
  Representatives
  oSupreme Court JusticeoChairman of the Joint Chiefs of
  Staff
  oAmbassadorC) Relationship
  to Client(s):
  oSelf
  oImmediate family member
  oClose associateoAssociated with business or
  trustII)
  Current
  or former Senior non-U.S. political official, non-U.S. Religious
  Group/Organization, or Senior/Influential representative of a non-U.S.
  Religious Group/Organization?
  
  oNooYes;   complete:Political
  Officials Name:Current
  or Former Position:Relationship
  to Client(s):
  oSelf
  oImmediate family member
  oClose associateoAssociated with business or
  trust  ©2009 UBS Bank USA. All rights reserved. Sign
and date the application on page 5  3


UBS Bank
  USAVariable Credit Line
  Account Number: (if applicable)Fixed Credit Line Account
  Number: (if applicable)SS# / TINInternal Use
  Only  Duplicate Party Addendum  Complete
this section for each Duplicate Party to receive a duplicate credit line
account statement.  Name:  Street Address:   Internal Location Code (UBS Financial Services
Inc. Use Only)  Country of Citizenship:oUSAoOther
  (specify):City:
  
  State:
  
  ZIP:  Additional
Address Information  If
the Borrowers mailing address is a P.O. Box please provide a legal
residence address below.  First
  Name:
  
  Last
  Name:Location
  of Address:oBusiness -
  PrimaryoBusiness -
  SecondaryoOther
  (Specify):  Street
Address:   City:
  
  State:
  
  ZIP:
  ©2009 UBS Bank USA. All rights reserved. Sign
and date the application on page 5  4


UBS Bank
  USAVariable Credit Line
  Account Number: (if applicable)Fixed Credit Line Account
  Number: (if applicable)Credit Line Agreement
  
  SS# / TINInternal Use
  Only  Borrower Agreement  BY SIGNING BELOW, THE BORROWER
UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT:  AThe Borrower has
received and read a copy of this Borrower Agreement, the attached Credit Line
Account Application and Agreement (including the Credit Line Agreement
following this Borrower Agreement) and the Loan Disclosure Statement explaining
the risk factors that the Borrower should consider before obtaining a loan
secured by the Borrowers securities account. The Borrower agrees to be bound
by the terms and conditions contained in the Credit Line Account Application
and Agreement (including the Credit Line Agreement following this Borrower
Agreement) (which terms and conditions are incorporated by reference).
Capitalized terms used in this Borrower Agreement have the meanings set forth
in the Credit Line Agreement.  BTHE
BORROWER UNDERSTANDS AND AGREES THAT UBS BANK USA MAY DEMANDFULL OR PARTIAL PAYMENT OF THE CREDIT LINEOBLIGATIONS
, AT ITS SOLE OPTION AND WITHOUT CAUSE, AT
ANY TIME, AND THAT NEITHER FIXED RATE ADVANCES NOR VARIABLE RATE ADVANCES ARE
EXTENDED FOR ANY SPECIFIC TERM OR DURATION. THE BORROWER UNDERSTANDS AND AGREES
THAT ALL ADVANCES ARE SUBJECT TO COLLATERAL MAINTENANCE REQUIREMENTS. THE
BORROWER UNDERSTANDS THAT UBS BANK USA MAY, AT ANY TIME, IN ITS DISCRETION,
TERMINATE AND CANCEL THE CREDIT LINE REGARDLESS OF WHETHER OR NOT AN EVENT HAS
OCCURRED.  CUNLESS
DISCLOSED IN WRITING TO UBS BANK USA AT THE TIME OF THIS AGREEMENT, AND
APPROVED BY UBS BANK USA, THE BORROWER AGREES NOT TO USE THE PROCEEDS OF ANY
ADVANCE EITHER TO PURCHASE, CARRY OR TRADE IN SECURITIES OR TO REPAY ANY DEBT (I) USED
TO PURCHASE, CARRY OR TRADE IN SECURITIES OR (II) TO ANY AFFILIATE OF UBS
BANK USA. THE BORROWER WILL BE DEEMED TO REPEAT THIS AGREEMENT EACH TIME THE
BORROWER REQUESTS AN ADVANCE.  DTHE
BORROWER UNDERSTANDS THAT BORROWING USING SECURITIES AS COLLATERAL ENTAILS
RISKS. SHOULD THE VALUE OF THE SECURITIES IN THE COLLATERAL ACCOUNT DECLINE
BELOW THE REQUIRED COLLATERAL MAINTENANCE REQUIREMENTS, UBS BANK USA MAY REQUIRE
THAT THE BORROWER POST ADDITIONAL COLLATERAL, REPAY PART OR ALL OF THE
BORROWERS LOAN AND/OR SELL THE BORROWERS SECURITIES. ANY REQUIRED
LIQUIDATIONS MAY INTERRUPT THE BORROWERS LONG-TERM INVESTMENT STRATEGIES
AND MAY RESULT IN ADVERSE TAX CONSEQUENCES.  ENeither
UBS Bank USA nor UBS Financial Services Inc. provides legal or tax advice and
nothing herein shall be construed as providing legal or tax advice.  FUpon execution
of this Credit Line Account Application and Agreement, the Borrower declares
that all of the information requested in the Application and supplied by the
Borrower is true and accurate and further agrees to promptly notify UBS Bank
USA in writing of any material changes to any or all of the information
contained in the Application including information relating to the Borrowers
financial situation.  GSubject to any
applicable financial privacy laws and regulations, data regarding the Borrower
and the Borrowers securities accounts may be shared with UBS Bank USA
affiliates. Subject to any applicable financial privacy laws and regulations,
the Borrower requests that UBS Bank USA share such personal financial data with
non-affiliates of UBS Bank USA as is necessary or advisable to effect,
administer or enforce, or to service, process or maintain, all transactions and
accounts contemplated by this Agreement.  HThe Borrower
authorizes UBS Bank USA and UBS Financial Services Inc. to obtain a credit
report or other credit references concerning the Borrower (including making
verbal or written inquiries concerning credit history) or to otherwise verify
or update credit information given to UBS Bank USA at any time. The Borrower
authorizes the release of this credit report or other credit information to UBS
Bank USA affiliates as it deems necessary or advisable to effect, administer or
enforce, or to service, process or maintain all transactions and accounts
contemplated by this Agreement, and for the purpose of offering additional
products, from time to time, to the Borrower. The Borrower authorizes UBS Bank
USA to exchange Borrower information with any party it reasonably believes is
conducting a legitimate credit inquiry in accordance with the Fair Credit
Reporting Act. UBS Bank USA may also share credit or other transactional
experience with the Borrowers designated UBS Financial Services Inc. Financial
Advisor or other parties designated by the Borrower.  IUBS Bank USA is
subject to examination by various federal, state and self-regulatory
organizations and the books and records maintained by UBS Bank USA are subject
to inspection and subpoena by these regulators and by federal, state, and local
law enforcement officials. The Borrower also acknowledges that such regulators
and officials may, pursuant to treaty or other arrangements, in turn disclose
such information to the officials or regulators of other countries, and that
U.S. courts may be required to compel UBS Bank USA to disclose such information
to the officials or regulators of other countries. The Borrower agrees that UBS
Bank USA may disclose to such regulators and officials information about the
Borrower and transactions in the credit line account or other accounts at UBS
Bank USA without notice to the Borrower. In addition, UBS Bank USA may in the
context of a private dispute be required by subpoena or other judicial process
to disclose information or produce documentation related to the Borrower, the
credit line account or other accounts at UBS Bank USA. The Borrower
acknowledges and agrees that UBS Bank USA reserves the right, in its sole
discretion, to respond to subpoenas and judicial process as it deems
appropriate.  JTo help the
government fight the funding of terrorism and money laundering activities,
Federal law requires all financial institutions to obtain, verify, and record
information that identifies each person who opens an account. When the Borrower
opens an account with UBS Bank USA, UBS Bank USA will ask for the Borrowers
name, address, and other information that will allow UBS Bank USA to identify
the Borrower. UBS Bank USA may also ask to see other identifying documents. UBS
Financial Services Inc. and UBS Bank USA are firmly committed to compliance
with all applicable laws, rules and regulations, including those related
to combating money laundering. The Borrower understands and agrees that the
Borrower must take all necessary steps to comply with the anti-money laundering
laws, rules and regulations of the Borrowers country of origin, country
of residence and the situs of the Borrowers transaction.  KUBS Bank USA and its
affiliates will act as creditors and, accordingly, their interests may be
inconsistent with, and potentially adverse to, the Borrowers interests. As a
lender and consistent with normal lending practice, UBS Bank USA may take any
steps necessary to perfect its interest in the Credit Line, issue a call for
additional collateral or force the sale of the Borrowers securities if the
Borrowers actions or inactions call the Borrowers creditworthiness into
question. Neither UBS Bank USA nor UBS Financial Services Inc. will act as
Clients investment advisor with respect to any liquidation. In fact UBS Bank
USA will act as a creditor and UBS Financial Services Inc. will act as a
securities intermediary.  LThe Borrower
understands that, if the Collateral Account is a managed account with UBS
Financial Services Inc., (i) in addition to any fees payable to UBS
Financial Services Inc. in connection with the Borrowers managed account,
interest will be payable to the Bank on an amount advanced to the Borrower in
connection with the Credit Line Account, and (ii) the performance of the
managed account might not exceed the managed account fees and the interest
expense payable to the Bank in which case the Borrowers overall rate of return
will be less than the costs associated with the managed account.  MUBS Bank USA may
provide copies of all credit line account statements to UBS Financial Services
Inc. and to any Guarantor. The Borrower acknowledges and agrees that UBS Bank
USA may share any and all information regarding the Borrower and the Borrowers
accounts at UBS Bank USA with UBS Financial Services Inc. UBS Financial
Services Inc. may provide copies of all statements and confirmations concerning
each Collateral Account to UBS Bank USA at such times and in such manner as UBS
Bank USA may request and may share with UBS Bank USA any and all information
regarding the Borrower and the Borrowers accounts with UBS Financial Services
Inc.  IN
WITNESS WHEREOF, the undersigned (Borrower) has signed this Agreement, or has
caused this Agreement to be signed in its name by its duly authorized representatives,
as of the date indicated below. DATE:  Name of Borrower: Affymax, Inc.  By:
  
  
  Title:(Signature
  of Authorized Signatory of Borrower)*
  
  (Title
  of Authorized Signatory of Borrower)By:
  
  
  Title:(Signature
  of Authorized Signatory of Borrower)*
  
  (Title
  of Authorized Signatory of Borrower)  The authorized signatory of the
Borrower must be one of the Authorized Persons designated on the applicable UBS
Bank USA supplemental form excecuted by the Borrower (e.g., the Supplemental
Corporate Resolution Form (HP Form)).  ©2009
UBS Bank USA. All rights reserved. Sign
and date the application on page 5  5


UBS Bank
  USAVariable Credit Line
  Account Number: (if applicable)Fixed Credit Line Account
  Number: (if applicable)Credit Line Agreement
  
  SS# / TINInternal Use
  Only  Credit Line Agreement - Demand
Facility  THIS CREDIT LINE AGREEMENT (as it may be amended,
supplemented or otherwise modified from time to time, this Agreement) is made
by and between the party or parties signing as the Borrower on the Application
to which this Agreement is attached (together and individually, the Borrower)
and UBS Bank USA (the Bank) and, together with the Application, establishes
the terms and conditions that will govern the uncommitted demand loan facility
made available to the Borrower by the Bank. This Agreement becomes effective
upon the earlier of (i) notice from the Bank (which notice may be oral or
written) to the Borrower that the Credit Line has been approved and (ii) the
Bank making an Advance to the Borrower.  1)Definitions  ·Advance means
any Fixed Rate Advance or Variable Rate Advance made by the Bank pursuant to
this Agreement.  ·Advance Advice
means a written or electronic notice by the Bank, sent to the Borrower, the
Borrowers financial advisor at UBS Financial Services Inc. or any other party
designated by the Borrower to receive the notice, confirming that a requested
Advance will be a Fixed Rate Advance and specifying the amount, fixed rate of
interest and Interest Period for the Fixed Rate Advance.  ·Application
means the Credit Line Account Application and Agreement that the Borrower has
completed and submitted to the Bank and into which this Agreement is
incorporated by reference.  ·Approved
Amount means the maximum principal amount of Advances that is permitted to be
outstanding under the Credit Line at any time, as specified in writing by the
Bank.  ·Breakage Costs
and Breakage Fee have the meanings specified in Section 6(b).  ·Business Day
means a day on which both of the Bank and UBS Financial Services Inc. are open
for business. For notices and determinations of LIBOR, Business Day must also
be a day for trading by and between banks in U.S. dollar deposits in the London
interbank market.  ·Collateral has
the meaning specified in Section 8(a).  ·Collateral
Account means, individually and collectively, each account of the Borrower or
Pledgor at UBS Financial Services Inc. or UBS International Inc., as
applicable, that is either identified as a Collateral Account on the
Application to which this Agreement is attached or subsequently identified as a
Collateral Account by the Borrower or Pledgor, either directly or indirectly
through the Borrowers or Pledgors UBS Financial Services Inc. financial
advisor, together with all successors to those identified accounts,
irrespective of whether the successor account bears a different name or account
number.  ·Credit Line
has the meaning specified in Section 2(a).  ·Credit Line
Account means each Fixed Rate Account and each Variable Rate Account of the
Borrower that is established by the Bank in connection with this Agreement and
either identified on the Application or subsequently identified as a Credit
Line Account by the Bank by notice to the Borrower, together with all successors
to those identified accounts, irrespective of whether any successor account
bears a different name or account number.  ·Credit Line
Obligations means, at any time of determination, the aggregate of the
outstanding principal amounts of all Advances, together with all accrued but
unpaid interest on the outstanding principal amounts, any and all fees or other
charges payable in connection with the Advances and any costs of collection
(including reasonable attorneys fees) and other amounts payable by the
Borrower under this Agreement, and any and all other present or future
obligations of the Borrower and the other respective Loan Parties under this
Agreement and the related agreements, whether absolute or contingent, whether
or not due or mature.  ·Event means
any of the events listed in Section 10.  ·Fixed Rate
Advance means any advance made under the Credit Line that accrues interest at
a fixed rate.  ·Guarantor
means any party who guaranties the payment and performance of the Credit Line
Obligations.  ·Guaranty
Agreement means an agreement pursuant to which a Guarantor agrees to guaranty
payment of the Credit Line Obligations.  ·Interest
Period means, for a Fixed Rate Advance, the number of days, weeks or months
requested by the Borrower and confirmed in the Advance Advice relating to the
Fixed Rate Advance, commencing on the date of (i) the extension of the
Fixed Rate Advance or (ii) any renewal of the Fixed Rate Advance and, in
each case, ending on the last day of the period. If the last day is not a
Business Day, then the Interest Period will end on the immediately succeeding
Business Day. If the last Business Day would fall in the next calendar month,
the Interest Period will end on the immediately preceding Business Day. Each
monthly or longer Interest Period that commences on the last Business Day of a
calendar month (or on any day for which there is no numerically corresponding
day in the appropriate subsequent calendar month) will end on the last Business
Day of the appropriate calendar month.  ·Joint Borrower
has the meaning specified in Section 7(a).  ·LIBOR means,
as of any date of determination for Variable Rate Advances, the prevailing
London Interbank Offered Rate for deposits in U.S. dollars having a maturity of
30 days as published in The Wall Street Journal Money Rates Table on the date
of the Advance.  If the rate ceases to be
regularly published by The Wall Street Journal, LIBOR will be determined by the
Bank in its sole and absolute discretion. For any day that is not a Business
Day, LIBOR will be the applicable LIBOR in effect immediately prior to that
day.  ·Loan Party
means each Borrower, Guarantor and Pledgor, each in their respective capacities
under this Agreement or any related agreement.  ·Person means
any natural person, company, corporation, firm, partnership, joint venture,
limited liability company or limited liability partnership, association,
organization or any other legal entity.  ·Pledgor means
each Person who pledges to the Bank any Collateral to secure the Credit Line
Obligations (or to secure the obligations of any Guarantor with respect to the
guaranty of the Credit Line Obligations). Pledgors will include (i) each
Borrower who pledges Collateral to secure the Credit Line Obligations, (ii) each
Guarantor who has pledged collateral to secure the Credit Line Obligations or
its obligations under a Guaranty Agreement, (iii) any spouse of a Borrower
who executes a spouses pledge and consent agreement with respect to a jointly
held collateral account, (iv) any other joint account holder who executes
a joint account holder pledge and consent agreement with respect to a jointly
held  ©2009
UBS Bank USA. All rights reserved. Sign
and date the application on page 5  6


collateral account, and (v) any
other Person who executes a pledge agreement with respect to the Credit Line.  ·Premier Credit
Line means any Credit Line with an Approved Amount equal to or greater than
$100,000.  ·Prime Credit
Line means any Credit Line with an Approved Amount less than $100,000.  ·Prime Rate
means the floating Prime Rate as published in The Wall Street Journal Money
Rates Table from time to time. The Prime Rate will change as and when the
Prime Rate as published in The Wall Street Journal changes. In the event that
The Wall Street Journal does not publish a Prime Rate, the Prime Rate will be
the rate as determined by the Bank in its sole and absolute discretion.  ·Securities
Intermediary has the meaning specified in Section 9.  ·UBS Bank USA
Fixed Funding Rate means, as of any date of determination for Fixed Rate
Advances, an internally computed rate established from time-to-time by the
Bank, in its sole discretion, based upon the LIBOR swap curve for a
corresponding period as well as the Banks assessment of other lending rates
charged in the financial markets.  ·UBS Financial
Services Inc. means UBS Financial Services Inc. and its successors.  ·UBS-I means
UBS International Inc. and its successors.  ·Variable Rate
Advance means any advance made under the Credit Line that accrues interest at
a variable rate.  2)Establishment
of Credit Line; Termination  a)       Upon the effectiveness of this
Agreement, the Bank establishes an UNCOMMITTED,
DEMANDrevolving line of credit (the Credit Line) in an amount up
to the Approved Amount. The Bank may, from time to time upon request of the
Borrower, without obligation and in its sole and absolute discretion, authorize
and make one or more Advances to the Borrower. The Borrower acknowledges that
the Bank has no obligation to make any Advances to the Borrower. The Bank may
carry each Variable Rate Advance in a Variable Rate Account and may carry each
Fixed Rate Advance in a Fixed Rate Account, but all Advances will constitute
extensions of credit pursuant to a single Credit Line. The Approved Amount will
be determined, and may be adjusted from time to time, by the Bank in its sole
and absolute discretion.  b)       THE
BORROWER AND EACH OTHER LOAN PARTY UNDERSTAND AND AGREE THAT THE BANK MAY DEMAND
FULL OR PARTIAL PAYMENT OF THE CREDIT LINE OBLIGATIONS, AT ITS SOLE AND
ABSOLUTE DISCRETION AND WITHOUT CAUSE, AT ANY TIME, AND THAT NEITHER FIXED RATE
ADVANCES NOR VARIABLE RATE ADVANCES ARE EXTENDED FOR ANY SPECIFIC TERM OR
DURATION.  c)       UNLESS
DISCLOSED IN WRITING TO THE BANK AT THE TIME OF THE APPLICATION, AND APPROVED
BY THE BANK, THE BORROWER AGREES NOT TO USE THE PROCEEDS OF ANY ADVANCE EITHER
TO PURCHASE, CARRY OR TRADE IN SECURITIES OR TO REPAY ANY DEBT (I) USED TO
PURCHASE, CARRY OR TRADE IN SECURITIES OR (II) TO ANY AFFILIATE OF THE
BANK. THE BORROWER WILL BE DEEMED TO REPEAT THE AGREEMENT IN THIS SECTION 2(C) EACH
TIME IT REQUESTS AN ADVANCE.  d)      Prior to the first Advance under
the Credit Line, the Borrower must sign and deliver to the Bank a Federal
Reserve Form U-1 and all other documentation as the Bank may require. The
Borrower acknowledges that neither the Bank nor any of its affiliates has
advised the Borrower in any manner regarding the purposes for which the Credit
Line will be used.  e)       The Borrower consents and
agrees that, in connection with establishing the Credit Line Account, approving
any Advances to the Borrower or for any other purpose associated with the
Credit Line, the Bank may obtain a consumer or other credit report from a
credit reporting agency relating to the Borrowers credit history. Upon request
by the Borrower, the Bank will inform the Borrower: (i) whether or not a
consumer or other credit report was requested; and (ii) if so, the name
and address of the consumer or other credit reporting agency that furnished the
report.  f)       The Borrower understands that
the Bank will, directly or indirectly, pay a portion of the interest that it
receives to the Borrowers financial advisor at UBS Financial Services Inc. or
one of its affiliates. To the extent permitted by applicable law, the Bank may
also charge the Borrower fees for establishing and servicing the Credit Line
Account.  g)      Following each month in which
there is activity in the Borrowers Credit Line Account in amounts greater than
$1, the Borrower will receive an account statement showing the new balance, the
amount of any new Advances, year to date interest charges, payments and other
charges and credits that have been registered or posted to the Credit Line
Account.  h)      Each of the Loan Parties
understands and agrees that the Bank may, at any time, in its sole and absolute
discretion, terminate and cancel the Credit Line regardless of whether or not
an Event has occurred. In the event the Bank terminates and cancels the Credit
Line the Credit Line Obligations shall be immediately due and payable in full.
If the Credit Line Obligations are not paid in full, the Bank shall have the
right, at its option, to exercise any or all of its remedies described in Section 10
of this Agreement.  3)Terms
of Advances  a)       Advances made under this
Agreement will be available to the Borrower in the form, and pursuant to
procedures, as are established from time to time by the Bank in its sole and
absolute discretion. The Borrower and each Loan Party agree to promptly provide
all documents, financial or other information in connection with any Advance as
the Bank may request. Advances will be made by wire transfer of funds to an
account as specified in writing by the Borrower or by any other method agreed
upon by the Bank and the Borrower. The Borrower acknowledges and agrees that
the Bank will not make any Advance to the Borrower unless the collateral
maintenance requirements that are established by the Bank in its sole and
absolute discretion have been satisfied.  b)      Each Advance made under a Premier
Credit Line will be a Variable Rate Advance unless otherwise designated as a
Fixed Rate Advance in an Advance Advice sent by the Bank to the Borrower. The
Bank will not designate any Advance as a Fixed Rate Advance unless it has been
requested to do so by the Borrower (acting directly or indirectly through the
Borrowers UBS Financial Services Inc. financial advisor or other agent
designated by the Borrower and acceptable to the Bank). Each Advance Advice
will be conclusive and binding upon the Borrower, absent manifest error, unless
the Borrower otherwise notifies the Bank in writing no later than the close of
business, New York time, on the third Business Day after the Advance Advice is
received by the Borrower.  7


c)       Each Advance made under a Prime
Credit Line will be a Variable Advance.  d)      Unless otherwise agreed by the
Bank: (i) all Fixed Rate Advances must be in an amount of at least
$100,000; and (ii) all Variable Rate Advances taken by wire transfer must be
in an amount of at least $2,500. If the Borrower is a natural person, the
initial Variable Rate Advance under the Credit Line must be in an amount equal
to at least $25,001 (the Initial Advance Requirement). If the initial Advance
requested by the Borrower is made in the form of a check drawn on the Credit
Line that does not satisfy the Initial Advance Requirement, then, in addition
to and not in limitation of the Banks rights, remedies, powers or privileges
under this Agreement or applicable law, the Bank may, in its sole and absolute
discretion:  (i)pay the check drawn by the Borrower if, prior to paying that check, the
Bank makes another Advance to the Borrower, which Advance shall be in an amount
not less than $25,001; or  (ii)pay the check drawn by the Borrower; or  (iii)decline to pay
(bounce) the check.  If the Bank elects option
(ii), no interest shall accrue on the amount of the Advance made by paying the
check, and the amount of that Advance shall be due and payable to the Bank immediately
(with or without demand by the Bank).  4)Interest  a)       Each Fixed Rate Advance will
bear interest at a fixed rate and for the Interest Period each as specified in
the related Advance Advice. The rate of interest payable on each Fixed Rate
Advance will be determined by adding a percentage rate to the UBS Bank USA
Fixed Funding Rate, as of the date that the fixed rate is determined.  b)      Each Variable Rate Advance under
a Premier Credit Line will bear interest at a variable rate equal to LIBOR,
adjusted daily, plus the percentage rate that (unless otherwise specified by
the Bank in writing) is shown on Schedule I below for the Approved Amount of
the Credit Line. For Premier Credit Lines, the rate of interest payable on
Variable Rate Advances is subject to change without notice in accordance with
fluctuations in LIBOR and in the Approved Amount. On each day that LIBOR
changes or the Approved Amount crosses one of the thresholds that is indicated
on Schedule I (or that is otherwise specified by the Bank in writing), the
interest rate on all Variable Rate Advances will change accordingly.  c)       Each Variable Rate Advance
under a Prime Credit Line will bear interest at a variable rate equal to the
Prime Rate, adjusted daily, plus the percentage rate that (unless otherwise
specified by the Bank in writing) is shown on the attached Schedule II and that
corresponds to the aggregate principal amount outstanding under the Prime
Credit Line on that day. For Prime Credit Lines, the rate of interest payable
on Variable Rate Advances is subject to change without notice in accordance
with fluctuations in the Prime Rate and in the aggregate amount outstanding
under the Prime Credit Line. On each date that the Prime Rate changes or the
aggregate principal amount outstanding under the Prime Credit Line crosses one
of the thresholds that is indicated on Schedule II (or that is otherwise
specified by the Bank in writing), the interest rate on all Variable Rate
Advances will change accordingly.  5)Payments  a)       Each Fixed Rate Advance will be due and payable in full ON DEMAND or, if
not earlier demanded by the Bank, on the last day of the applicable Interest
Period.Any Fixed Rate Advance as to which the Bank has not made a
demand for payment and that is not paid in full or renewed, which renewal is in
the sole and absolute discretion of the Bank, (pursuant to procedures as may be
established by the Bank) as another Fixed Rate Advance on or before the last
day of its Interest Period, will be automatically renewed on that date as a
U.S. dollar denominated, Variable Rate Advance in an amount (based, in the case
of any conversion of a non-U.S. dollar denominated Fixed Rate Advance, upon the
applicable, spot currency exchange rate as of the maturity date, as determined
by the Bank) equal to the unpaid principal balance of the Fixed Rate Advance
plus any accrued but unpaid interest on the Fixed Rate Advance, which Variable
Rate Advance will then accrue additional interest at a variable rate as
provided in this Agreement.  b)      Each Variable Rate Advance will be due and payable ON DEMAND.  c)       The Borrower promises to pay
the outstanding principal amount of each Advance, together with all accrued but
unpaid interest on each Advance, any and all fees or other charges payable in
connection with each Advance, on the date the principal amount becomes due
(whether by reason of demand, the occurrence of a stated maturity date, by
reason of acceleration or otherwise). The Borrower further promises to pay
interest in respect of the unpaid principal balance of each Advance from the
date the Advance is made until it is paid in full. All interest will be
computed on the basis of the number of days elapsed and a 360-day year.
Interest on each Advance will be payable in arrears as follows:  (i)      for Fixed Rate Advances - on the
last day of the Interest Period (or if the Interest Period is longer than three
months, on the last day of each three month period following the date of the
Advance) and on each date that all or any portion of the principal amount of
the Fixed Rate Advance becomes due or is paid; and  (ii)     for Variable Rate Advances - on
the twenty-second day of each month other than December, and on the
thirty-first day of December, and on each date that all or any portion of the
principal amount of the Variable Rate Advance becomes due or is paid.  To the extent permitted by
law, and without limiting any of the Banks other rights and remedies under the
Agreement, interest charges on any Advance that are not paid when due will be
treated as principal and will accrue interest at a variable rate from the date
the payment of interest was due until it is repaid in full.  d)      All payments of principal,
interest or other amounts payable under this Agreement will be made in immediately
available funds and in the same currency in which the Advance was made, which
unless otherwise agreed by the Bank, will be U.S. dollars. UBS Financial
Services Inc. or UBS International Inc., as applicable, may act as collecting
and servicing agent for the Bank for the Advances. All payments will be made by
wire transfer of funds to an account specified by the Bank or by another method
agreed upon by the Bank and the Borrower. Upon receipt of all payments, the
Bank will credit the same to the Credit Line Account. The Bank shall apply the
proceeds of any payments in the following order; first to any Breakage Costs,
Breakage Fee, other fees, costs of collection and expenses, second to the
outstanding principal amount of the related Advance and third to accrued
interest.  e)       All payments must be made to
the Bank free and clear of any and all present and future taxes (including
withholding taxes), levies, imposts, duties, deductions, fees, liabilities and
similar charges other than those imposed on the overall net income of the Bank.
If so requested by the Bank, the Borrower will deliver to the Bank the original
or a certified copy of each receipt evidencing payment of any taxes or, if no
taxes are payable in respect of any payment  8


under this Agreement, a
certificate from each appropriate taxing authority, or an opinion of counsel in
form and substance and from counsel acceptable to the Bank in its sole and
absolute discretion, in either case stating that the payment is exempt from or
not subject to taxes. If any taxes or other charges are required to be withheld
or deducted from any amount payable by the Borrower under this Agreement, the
amount payable will be increased to the amount which, after deduction from the
increased amount of all taxes and other charges required to be withheld or
deducted from the amount payable, will yield to the Bank the amount stated to
be payable under this Agreement. If any of the taxes or charges are paid by the
Bank, the Borrower will reimburse the Bank on demand for the payments, together
with all interest and penalties that may be imposed by any governmental agency.
None of the Bank, UBS Financial Services Inc., UBS-I or their respective
employees has provided or will provide legal advice to the Borrower or any Loan
Party regarding compliance with (or the implications of the Credit Line and the
related guaranties and pledges under) the laws (including tax laws) of the
jurisdiction of the Borrower or any Loan Party or any other jurisdiction. The
Borrower and each Loan Party are and shall be solely responsible for, and the
Bank shall have no responsibility for, the compliance by the Loan Parties with
any and all reporting and other requirements arising under any applicable laws.  f)       In no event will the total
interest and fees, if any, charged under this Agreement exceed the maximum
interest rate or total fees permitted by law. In the event any excess interest
or fees are collected, the same will be refunded or credited to the Borrower.
If the amount of interest payable by the Borrower for any period is reduced
pursuant to this Section 5(f), the amount of interest payable for each
succeeding period will be increased to the maximum rate permitted by law until
the amount of the reduction has been received by the Bank.  6)Prepayments;
Breakage Charges  a)       The Borrower may repay any
Variable Rate Advance at any time, in whole or in part, without penalty.  b)      The Borrower may repay any Fixed
Rate Advance, in whole or in part. The Borrower agrees to reimburse the Bank,
immediately upon demand, for any loss or cost (Breakage Costs) that the Bank
notifies the Borrower has been incurred by the Bank as a result of (i) any
payment of the principal of a Fixed Rate Advance before the expiration of the
Interest Period for the Fixed Rate Advance (whether voluntarily, as a result of
acceleration, demand or otherwise), or (ii) the Customers failure to take
any Fixed Rate Advance on the date agreed upon, including any loss or cost (including
loss of profit or margin) connected with the Banks re-employment of the amount
so prepaid or of those funds acquired by the Bank to fund the Advance not taken
on the agreed upon date.  Breakage Costs will be
calculated by determining the differential between the stated rate of interest
(as determined in accordance with Section 4(a) of the Agreement) for
the Fixed Rate Advance and prevailing LIBOR and multiplying the differential by
the sum of the outstanding principal amount of the Fixed Rate Advance (or the
principal amount of Fixed Rate Advance not taken by the Borrower) multiplied by
the actual number of days remaining in the Interest Period for the Fixed Rate
Advance (based upon a 360-day year). The Borrower also agrees to promptly pay
to the Bank an administrative fee (Breakage Fee) in connection with any
permitted or required prepayment. The Breakage Fee will be calculated by
multiplying the outstanding principal amount of the Fixed Rate Advance (or the
principal amount of Fixed Rate Advance not taken by the Borrower) by two basis
points (0.02%) (with a minimum Breakage Fee of $100.00). Any written notice
from the Bank as to the amount of the loss or cost will be conclusive absent
manifest error.  7)Joint
Credit Line Account Agreement; Suspension and Cancellation  a)       If more than one Person is
signing this Agreement as the Borrower, each party (a Joint Borrower) will
be jointly and severally liable for the Credit Line Obligations, regardless of
any change in business relations, divorce, legal separation, or other legal
proceedings or in any agreement that may affect liabilities between the
parties. Except as provided below for the reinstatement of a suspended or
cancelled Credit Line, and unless otherwise agreed by the Bank in writing, the
Bank may rely on, and each Joint Borrower will be responsible for, requests for
Advances, directions, instructions and other information provided to the Bank
by any Joint Borrower.  b)      Any Joint Borrower may request
the Bank to suspend or cancel the Credit Line by sending the Bank a written
notice of the request addressed to the Bank at the address shown on the
Borrowers periodic Credit Line Account statements. Any notice will become
effective three Business Days after the date that the Bank receives it, and
each Joint Borrower will continue to be responsible for paying: (i) the
Credit Line Obligations as of the effective date of the notice, and (ii) all
Advances that any Joint Borrower has requested but that have not yet become
part of the Credit Line Obligations as of the effective date of the notice. No
notice will release or in any other way affect the Banks interest in the
Collateral. All subsequent requests to reinstate credit privileges must be
signed by all Joint Borrowers comprising the Borrower, including the Joint
Borrower requesting the suspension of credit privileges. Any reinstatement will
be granted or denied in the sole and absolute discretion of the Bank.  c)       All Credit Line Obligations
will become immediately due and payable in full as of the effective date of any
suspension or cancellation of the Credit Line. The borrower will be responsible
for the payment of all charges incurred on the Advances after the effective
date. The Bank will not release any Loan Party from any of the obligations
under this Agreement or any related agreement until the Credit Line Obligations
have been paid in full and this Agreement has been terminated.  8)Collateral; Grant of Security Interest; Set-off  a)       To secure payment or
performance of the Credit Line Obligations, the Borrower assigns, transfers and
pledges to the Bank, and grants to the Bank a first priority lien and security
interest in the following assets and rights of the Borrower, wherever located
and whether owned now or acquired or arising in the future: (i) each
Collateral Account; (ii) any and all money, credit balances, certificated
and uncertificated securities, security entitlements, commodity contracts,
certificates of deposit, instruments, documents, partnership interests, general
intangibles, financial assets and other investment property now or in the
future credited to or carried, held or maintained in any Collateral Account; (iii) any
and all over-the- counter options, futures, foreign exchange, swap or similar
contracts between the Borrower and either UBS Financial Services Inc. or any of
its affiliates; (iv) any and all accounts of the Borrower at the Bank or
any of its affiliates; (v) any and all supporting obligations and other
rights ancillary or attributable to, or arising in any way in connection with,
any of the foregoing; and (vi) any and all interest, dividends,
distributions and other proceeds of any of the foregoing, including proceeds of
proceeds (collectively, the Collateral).  b)      The Borrower and if applicable,
any Pledgor on the Collateral Account, will take all actions reasonably
requested by the Bank to evidence, maintain and perfect the Banks first
priority security interest in, and to enable the Bank to obtain control over,
the Collateral and any additional collateral pledged by the Pledgors, including
but not limited to making, executing, recording and delivering to the Bank (and
authorizes the Bank to file, without  9


the signature of the Borrower
and any Pledgor where permitted by applicable law) financing statements and
amendments thereto, control agreements, notices, assignments, listings, powers,
consents and other documents regarding the Collateral and the Banks security
interest in the Collateral in such jurisdiction and in a form as the Bank
reasonably may require. Each Loan Party irrevocably authorizes and appoints
each of the Bank and UBS Financial Services Inc., as collateral agent, to act
as their agent and attorney-in-fact to file any documents or to execute any
documents in their name, with or without designation of authority. Each Loan
Party acknowledges that it will be obligated in respect of the documentation as
if it had executed the documentation itself.  c)       The Borrower (and, if applicable,
any other Pledgor on the Collateral Account) agrees to maintain in a Collateral
Account, at all times, Collateral having an aggregate lending value as
specified by the Bank from time to time.  d)      The Banks sole duty for the
custody, safe keeping and physical preservation of any Collateral in its
possession will be to deal with the Collateral in the same manner as the Bank
deals with similar property for its own account. The Borrower (and, if
applicable, any other Pledgor on the Collateral Account) agrees that the Bank
will have no responsibility to act on any notice of corporate actions or events
provided to holders of securities or other investment property included in the
Collateral. The Borrower (and, if applicable, any other Pledgor on the Collateral
Account) agrees to (i) notify the Bank promptly upon receipt of any
communication to holders of the investment property disclosing or proposing any
stock split, stock dividend, extraordinary cash dividend, spin-off or other
corporate action or event as a result of which the Borrower or Pledgor would
receive securities, cash (other than ordinary cash dividends) or other assets
in respect of the investment property, and (ii) immediately upon receipt
by the Borrower or Pledgor of any of these assets, cause them to be credited to
a Collateral Account or deliver them to or as directed by the Bank as
additional Collateral.  e)       The Borrower (and, if
applicable, any other Pledgor on the Collateral Account) agrees that all
principal, interest, dividends, distributions, premiums or other income and
other payments received by the Bank or credited to the Collateral Account in
respect of any Collateral may be held by the Bank as additional Collateral or
applied by the Bank to the Credit Line Obligations. The Bank may create a
security interest in any of the Collateral and may, at any time and at its
option, transfer any securities or other investment property constituting
Collateral to a securities account maintained in its name or cause any
Collateral Account to be redesignated or renamed in the name of the Bank.  f)       The Borrower (and, if
applicable, any other Pledgor on the Collateral Account) agrees that if a
Collateral Account has margin features, the margin features will be removed by
UBS Financial Services Inc. or UBS International Inc., as applicable, so long
as there is no outstanding margin debit in the Collateral Account.  g)      If the Collateral Account
permits cash withdrawals in the form of check writing, access card charges,
bill payment and/ or electronic funds transfer services (for example, Resource
Management Account®, Business Services Account BSA®, certain Basic Investment
Accounts and certain accounts enrolled in UBS Financial Services Inc.
Investment Consulting Services programs), the Borrower (and, if applicable, any
other Pledgor on the Collateral Account) agrees that the Withdrawal Limit for
the Collateral Account, as described in the documentation governing the account
will be reduced on an ongoing basis so that the aggregate lending value of the
Collateral remaining in the Collateral Account following the withdrawal may not
be less than the amount required pursuant to Section 8(c).  h)      In addition to the Banks
security interest, the Borrower (and, if applicable, any other Pledgor on the
Collateral Account) agrees that the Bank will at all times have a right to set
off any or all of the Credit Line Obligations at or after the time at which
they become due, whether upon demand, at a stated maturity date, by
acceleration or otherwise, against all securities, cash, deposits or other
property in the possession of or at any time in any account maintained with the
Bank or any of its affiliates by or for the benefit of the Borrower, whether
carried individually or jointly with others. This right is in addition to, and
not in limitation of, any right the Bank may have at law or otherwise.  i)        The Bank reserves the right to
disapprove any Collateral and to require the Borrower at any time to deposit
into the Borrowers Collateral Account additional Collateral in the amount as
the Bank requests or to substitute new or additional Collateral for any
Collateral that has previously been deposited in the Collateral Account.  9)Control  For the purpose of giving the
Bank control over each Collateral Account and in order to perfect the Banks
security interests in the Collateral, the Borrower and each Pledgor on the
applicable Collateral Account consents to compliance by UBS Financial Services
Inc., UBS-I or any other securities intermediary (in any case, the Securities
Intermediary) maintaining a Collateral Account with entitlement orders and
instructions from the Bank (or from any assignee or successor of the Bank)
regarding the Collateral Account and any financial assets or other property held
therein without the further consent of the Borrower or any other Pledgor on the
applicable Collateral Account. Without limiting the foregoing, the Borrower and
each Pledgor on the Collateral Account acknowledges, consents and agrees that,
pursuant to a control agreement entered into between the Bank and the
Securities Intermediary:  a)       The Securities Intermediary
will comply with entitlement orders originated by the Bank regarding any
Collateral Account without further consent from the Borrower or any Pledgor.
The Securities Intermediary will treat all assets credited to a Collateral
Account, including money and credit balances, as financial assets for purposes
of Article 8 of the Uniform Commercial Code.  b)In order to enable the Borrower and any Pledgor on the applicable
Collateral Account to trade financial assets that are from time to time
credited to a Collateral Account, the Securities Intermediary may comply with
entitlement orders originated by the Borrower or any Pledgor on the applicable Collateral
Account (or if so agreed by the Bank, by an investment adviser designated by
the Borrower or any Pledgor on the applicable Collateral Account and acceptable
to the Bank and the Securities Intermediary) regarding the Collateral Account,
but only until the time that the Bank notifies the Securities Intermediary,
that the Bank is asserting exclusive control over the Collateral Account. After
the Securities Intermediary has received a notice of exclusive control and has
had a reasonable opportunity to comply, it will no longer comply with
entitlement orders originated by the Borrower or any Pledgor (or by any
investment adviser designated by the Borrower or any Pledgor) concerning the
Collateral Account. Notwithstanding the foregoing, however, and irrespective of
whether it has received any notice of exclusive control, the Securities
Intermediary will not comply with any entitlement order originated by the
Borrower or any Pledgor (or by any investment adviser designated by the
Borrower or any Pledgor) to withdraw any financial assets from a Collateral
Account or to pay any money, free credit balance or other amount owing on a
Collateral Account (other than cash withdrawals and payments not exceeding the
Withdrawal Limit as contemplated in Section 8 (g)) without the prior
consent of the Bank.  10


10)Remedies  a)If any of the following
events (each, an Event) occurs:  (i)the Borrower fails to pay any amount due under this Agreement;  (ii)the Borrower and/or any other relevant Loan Party fails to maintain
sufficient Collateral in a Collateral Account as required by the Bank or any
Guarantor fails to maintain collateral as required by the Bank under its
Guaranty Agreement;  (iii)the Borrower or
any other Loan Party breaches or fails to perform any other covenant,
agreement, term or condition that is applicable to it under this Agreement or
any related agreement, or any representation or other statement of the Borrower
(or any Loan Party) in this Agreement or in any related agreement is incorrect
in any material respect when made or deemed made;  (iv)the Borrower or
any other Loan Party dies or is declared (by appropriate authority) incompetent
or of unsound mind or is indicted or convicted of any crime or, if not an
individual, ceases to exist;  (v)  
any voluntary or involuntary proceeding for bankruptcy, reorganization,
dissolution or liquidation or similar action is commenced by or against the
Borrower or any other Loan Party, or a trustee in bankruptcy, receiver,
conservator or rehabilitator is appointed, or an assignment for the benefit of
creditors is made, with respect to the Borrower or any other Loan Party or its
property;  (vi)the Borrower or
any Loan Party is insolvent, unable to pay its debts as they fall due, stops,
suspends or threatens to stop or suspend payment of all or a material part of
its debts, begins negotiations or takes any proceeding or other step with a
view to readjustment, rescheduling or deferral of all or any part of its
indebtedness, which it would or might otherwise be unable to pay when due, or
proposes or makes a general assignment or an arrangement or composition with or
for the benefit of its creditors;  (vii)  a
Collateral Account (or any account in which collateral provided by a Loan Party
is maintained) or any portion thereof is terminated, attached or subjected to a
levy;  (viii) the
Borrower or any Loan Party fails to provide promptly all financial and other
information as the Bank may request from time to time;  (ix)any indebtedness
of the Borrower or any other Loan Party in respect of borrowed money (including
indebtedness guarantied by the Borrower or any other Loan Party) or in respect
of any swap, forward, cap, floor, collar, option or other derivative
transaction, repurchase or similar transaction or any combination of these
transactions is not paid when due, or any event or condition causes the
indebtedness to become, or permits the holder to declare the indebtedness to
be, due and payable prior to its stated maturity;  (x)final judgment for the payment of money is rendered against Borrower (or
any Loan Party) and, within thirty days from the entry of judgment, has not
been discharged or stayed pending appeal or has not been discharged within
thirty days from the entry of a final order of affirmance on appeal;  (xi)any legal proceeding is instituted or any other event
occurs or condition exists that in the Banks judgment calls into question (A) the
validity or binding effect of this Agreement or any related agreement or any of
the Borrowers (or any other Loan Partys) obligations under this Agreement or
under any related agreement or (B) the ability of the Borrower (or any
Loan Party) to perform its obligations under this Agreement, or under any
related agreement; or  (xii)  the
Bank otherwise deems itself or its security interest in the Collateral insecure
or the Bank believes in good faith that the prospect of payment or other
performance by any Loan Party is impaired.  then, the Credit Line
Obligations will become immediately due and payable (without demand) and the
Bank may, in its sole and absolute discretion, liquidate, withdraw or sell all
or any part of the Collateral and apply the same, as well as the proceeds of
any liquidation or sale, to any amounts owed to the Bank, including any
applicable Breakage Costs and Breakage Fee. The Bank will not be liable to any
Loan Party in any way for any adverse consequences (for tax effect or
otherwise) resulting from the liquidation of appreciated Collateral. Without
limiting the generality of the foregoing, the sale may be made in the Banks
sole and absolute discretion by public sale on any exchange or market where
business is then usually transacted or by private sale, and the Bank may be the
purchaser at any public or private sale. Any Collateral that may decline speedily
in value or that customarily is sold on a recognized exchange or market may be
sold without providing any Loan Party with prior notice of the sale. Each Loan
Party agrees that, for all other Collateral, two calendar days notice to the
Loan Party, sent to its last address shown in the Banks account records, will
be deemed reasonable notice of the time and place of any public sale or time
after which any private sale or other disposition of the Collateral may occur.
Any amounts due and not paid on any Advance following an Event will bear
interest from the day following the Event until fully paid at a rate per annum
equal to the interest rate applicable to the Advance immediately prior to the
Event plus 2.00%. In addition to the Banks rights under this Agreement, the
Bank will have the right to exercise any one or more of the rights and remedies
of a secured creditor under the Utah Uniform Commercial Code, as then in
effect, or under any other applicable law.  b)Nothing contained in this Section 10
will limit the right of the Bank to demand full or partial payment of the
Credit Line Obligations, in its sole and absolute discretion and without cause,
at any time, whether or not an Event has occurred and is continuing.  c)All rights and remedies of
the Bank under this Agreement are cumulative and are in addition to all other
rights and remedies that the Bank may have at law or equity or under any other
contract or other writing for the enforcement of the security interest herein
or the collection of any amount due under this Agreement.  d)Any non-exercise of rights,
remedies and powers by the Bank under this Agreement and the other documents
delivered in connection with this Agreement shall not be construed as a waiver
of any rights, remedies and powers. The Bank fully reserves its rights to
invoke any of its rights, remedies and powers at any time it may deem
appropriate.  11)Representations,
Warranties and Covenants by the Loan Parties  Each Borrower and each other
Loan Party (if applicable) makes the following representations, warranties and
covenants (and each Borrower will be deemed to have repeated each
representation and warranty each time a Borrower requests an Advance) to the
Bank:  11


a)       Except for the Banks rights
under this Agreement and the rights of the Securities Intermediary under any
account agreement, the Borrower and each relevant Pledgor owns the Collateral,
free of any interest, lien or security interest in favor of any third party and
free of any impediment to transfer;  b)      Each Loan Party: (i) if a
natural Person, is of the age of majority; (ii) is authorized to execute
and deliver this Agreement and to perform its obligations under this Agreement
and any related agreement; (iii) is not an employee benefit plan, as that
term is defined by the Employee Retirement Income Security Act of 1974, or an
Individual Retirement Credit Line Account (and none of the Collateral is an
asset of a plan or account); and (iv) unless the Loan Party advises the
Bank to the contrary, in writing, and provides the Bank with a letter of
approval, where required, from its employer, is not an employee or member of
any exchange or of any corporation or firm engaged in the business of dealing,
either as a broker or as principal, in securities, bills of exchange,
acceptances or other forms of commercial paper;  c)       Neither the Borrower nor any
Pledgor on the Collateral Account has pledged or will pledge the Collateral or
grant a security interest in the Collateral to any party other than the Bank or
the Securities Intermediary, or has permitted or will permit the Collateral to
become subject to any liens or encumbrances (other than those of the Bank and
the Securities Intermediary), during the term of this Agreement;  d)      No Loan Party is in default
under any material contract, judgment, decree or order to which it is a party
or by which it or its properties may be bound;  e)       Each Loan Party has duly filed
all tax and information returns required to be filed and has paid all taxes,
fees, assessments and other governmental charges or levies that have become due
and payable, except to the extent such taxes or other charges are being
contested in good faith and are adequately reserved against in accordance with
GAAP.  f)       The Borrower and each relevant
Pledgor (i) is and at all times will continue to be the legal and
beneficial owner of all assets held in or credited to any Collateral Account or
otherwise included in the Collateral, and (ii) does not hold any assets
held in or credited to any Collateral Account or otherwise included in the
Collateral in trust or subject to any contractual or other restrictions on use
that would prevent the use of such assets to (a) repay the Bank or (b) be
pledged as Collateral in favor of the Bank.  The provisions of this Section 11
will survive the termination of this Agreement or any related agreement and the
repayment of the Credit Line Obligations.  12)Indemnification;
Limitation on Liability of the Bank and the Securities Intermediary  Borrower agrees to indemnify
and hold harmless the Bank and the Securities Intermediary, their affiliates
and their respective directors, officers, agents and employees against any and
all claims, causes of action, liabilities, lawsuits, demands and damages, for
example, any and all court costs and reasonable attorneys fees, in any way
relating to or arising out of or in connection with this Agreement, except to
the extent caused by the Banks or Securities Intermediarys breach of its
obligations under this Agreement. Neither the Bank nor the Securities
Intermediary will be liable to any party for any consequential damages arising
out of any act or omission by either of them with respect to this Agreement or
any Advance or Collateral Account. The provisions of this Section 12 will
survive the termination of this Agreement or any related agreement and the
repayment of the Credit Line Obligations.  13)Acceptance
of Application and Agreement; Applicable Law  THIS
APPLICATION AND AGREEMENT WILL BE RECEIVED AND ACCEPTED BY BANK IN THE STATE OF
UTAH, OR IF THIS APPLICATION AND AGREEMENT IS DELIVERED TO BANKS AGENT, UBS
FINANCIAL SERVICES INC., IT WILL BE RECEIVED AND ACCEPTED WHEN RECEIVED BY UBS
FINANCIAL SERVICES INC.S UNDERWRITING DEPARTMENT. DELIVERY OF THE APPLICATION
AND AGREEMENT TO THE BORROWERS FINANCIAL ADVISOR AT UBS FINANCIAL SERVICES
INC. WILL NOT BE CONSIDERED RECEIPT OR ACCEPTANCE BY BANK. ALL DECISIONS MADE
BY BANK REGARDING THE CREDIT LINE WILL BE MADE IN UTAH.  THIS
AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF UTAH APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY IN
THE STATE OF UTAH AND, IN CONNECTION WITH THE CHOICE OF LAW GOVERNING INTEREST,
THE FEDERAL LAWS OF THE UNITED STATES, EXCEPT THAT WITH RESPECT TO THE
COLLATERAL ACCOUNT AND THE BANKS SECURITY INTEREST THEREIN, THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, INCLUDING, WITHOUT LIMITATION, THE NEW YORK UNIFORM COMMERCIAL CODE,
AND FOR PURPOSES OF THIS AGREEMENT, THE COLLATERAL ACCOUNT AND THE BANKS
SECURITY INTEREST THEREIN, THE JURISDICTION OF UBS FINANCIAL SERVICES INC. AND
UBS-I SHALL BE DEEMED TO BE THE STATE OF NEW YORK.  14)Assignment  This Agreement may not be
assigned by the Borrower without the prior written consent of the Bank. This
Agreement will be binding upon and inure to the benefit of the heirs,
successors and permitted assigns of the Borrower. The Bank may assign this Agreement,
and this Agreement will inure to the benefit of the Banks successors and
assigns.  15)Amendment  This Agreement may be amended
only by the Bank, including, but not limited to, (i) the addition or
deletion of any provision of this Agreement and (ii) the amendment of the (x) Spread
Over LIBOR/UBS Bank USA Fixed Funding Rate in Schedule I or (y) Spread
Over Prime in Schedule II to this Agreement, at any time by sending written
notice, signed by an authorized officer of the Bank, of an amendment to the
Borrower. The amendment shall be effective as of the date established by the
Bank. This Agreement may not be amended orally. The Borrower or the Bank may
waive compliance with any provision of this Agreement, but any waiver must be
in writing and will not be deemed to be a waiver of any other provision of this
Agreement. The provisions of this Agreement constitute the entire agreement
between the Bank and the Borrower with respect to the subject matter hereof and
supersede all prior or contemporaneous agreements, proposals, understandings
and representations, written or oral, between the parties with respect to the
subject matter hereof.  16)Severability  If any provision of this
Agreement is held to be invalid, illegal, void or unenforceable, by reason of
any law, rule, administrative order or judicial or arbitral decision, the
determination will not affect the validity of the remaining provisions of this
Agreement.  17)Choice
of Forum; Waiver of Jury Trial  a)ANY
SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY JUDGMENT ENTERED BY ANY
COURT REGARDING THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT WILL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE  12


THIRD
JUDICIAL DISTRICT COURT FOR THE STATE OF UTAH OR IN THE UNITED STATES DISTRICT
COURT FOR THE STATE OF UTAH. EACH OF THE LOAN PARTIES IRREVOCABLY SUBMITS TO
THE JURISDICTION OF THE COURTS OF THE THIRD JUDICIAL DISTRICT COURT FOR THE
STATE OF UTAH AND OF THE UNITED STATES DISTRICT COURT FOR THE STATE OF UTAH FOR
THE PURPOSE OF ANY SUCH ACTION OR PROCEEDING AS SET FORTH ABOVE AND IRREVOCABLY
AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH
ACTION OR PROCEEDING. EACH OF THE LOAN PARTIES IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE NOW OR IN
THE FUTURE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN
ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH ACTION OR
PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  b)       EACH
OF THE LOAN PARTIES (FOR ITSELF, ANYONE CLAIMING THROUGH IT OR IN ITS NAME, AND
ON BEHALF OF ITS EQUITY HOLDERS) IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY REGARDING ANY CLAIM BASED UPON OR ARISING OUT OF THIS
AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.  c)       Any
arbitration proceeding between the Borrower (or any other Loan Party) and the
Securities Intermediary, regardless of whether or not based on circumstances
related to any court proceedings between the Bank and the Borrower (or the
other Loan Party), will not provide a basis for any stay of the court
proceedings.  d)       Nothing
in this Section 17 will be deemed to alter any agreement to arbitrate any
controversies which may arise between the Borrower (or any other Loan Party)
and UBS Financial Services Inc. or its predecessors, and any claims between the
Borrower or the Loan Party, as applicable, and UBS Financial Services Inc. or
its employees (whether or not they have acted as agents of the Bank) will be
arbitrated as provided in any agreement between the Borrower or the Loan Party,
as applicable, and UBS Financial Services Inc.  18)State
Specific Provisions and Disclosures  a)For
residents of Ohio:  The Ohio
laws against discrimination require that all creditors make credit equally
available to all creditworthy customers, and that credit reporting agencies
maintain separate credit histories on each individual upon request. The Ohio
civil rights commission administers compliance with this law.  b)For
residents of Oregon:  NOTICE TO
BORROWER: DO NOT SIGN THIS AGREEMENT BEFORE YOU READ IT. THIS AGREEMENT
PROVIDES FOR THE PAYMENT OF A PENALTY IF YOU WISH TO REPAY A FIXED RATE ADVANCE
PRIOR TO THE DATE PROVIDED FOR REPAYMENT IN THE AGREEMENT.  c)For
residents of Vermont:  NOTICE TO
BORROWER: THE ADVANCES MADE UNDER THIS AGREEMENT ARE DEMAND LOANS AND SO MAY BE
COLLECTED BY THE LENDER AT ANY TIME. A NEW LOAN MUTUALLY AGREED UPON AND
SUBSEQUENTLY ISSUED MAY CARRY A HIGHER OR LOWER RATE OF INTEREST.  NOTICE TO
JOINT BORROWER: YOUR SIGNATURE ON THE AGREEMENT MEANS THAT YOU ARE EQUALLY
LIABLE FOR REPAYMENT OF THIS LOAN. IF THE BORROWER DOES NOT PAY, THE LENDER HAS
A LEGAL RIGHT TO COLLECT FROM YOU.  d)For
residents of California:  (i)    Any person, whether married, unmarried,
or separated, may apply for separate credit.  (ii)   As required by law, you are notified that a
negative credit report reflecting on your credit record may be submitted to a
credit reporting agency if you fail to fulfill the terms of your credit
obligations.  (iii)  The Borrower will notify the Bank, within a
reasonable time, of any change in the Borrowers name, address, or employment.  (iv)  The Borrower will not attempt to obtain any
Advance if the Borrower knows that the Borrowers credit privileges under the
Credit Line have been terminated or suspended.  (v)   The Borrower will notify the Bank by
telephone, telegraph, letter, or any other reasonable means that an
unauthorized use of the Credit Line has occurred or may occur as the result of
the loss or theft of a credit card or other instrument identifying the Credit
Line, within a reasonable time after the Borrowers discovery of the loss or
theft, and will reasonably assist the Bank in determining the facts and
circumstances relating to any unauthorized use of the Credit Line.  19)Account
Agreement  Each Loan
Party acknowledges and agrees that this Agreement supplements their account
agreement(s) with the Securities Intermediary relating to the Collateral
Account and, if applicable, any related account management agreement(s) between
the Loan Party and the Securities Intermediary. In the event of a conflict
between the terms of this Agreement and any other agreement between the Loan
Party and the Securities Intermediary, the terms of this Agreement will
prevail.  20)Notices  Unless
otherwise required by law, all notices to a Loan Party may be oral or in
writing, in the Banks discretion, and if in writing, delivered or mailed by
the United States mail, or by overnight carrier or by telecopy to the address
of the Loan Party shown on the records of the Bank. Each Loan Party agrees to
send notices to the Bank, in writing, at such address as provided by the Bank
from time to time.  13


Schedule I to UBS Bank USA Credit
Line Agreement  Schedule of Percentage Spreads Over LIBOR or the
UBS Bank USA Fixed  Funding Rate, as applicable  Spread
  Over LIBOR/UBS 
  BankAggregate Approved Amount
  
  USA Fixed Funding Rate$100,000 to $249,999
  
  5.00
  %$250,000 to $499,999
  
  3.00
  %$500,000 to $999,999
  
  2.00
  %$1,000,000 to $2,499,999
  
  1.75
  %$2,500,000 to $4,999,999
  
  1.50
  %$5,000,000 and over
  
  1.25
  %  Schedule II to UBS Bank USA Credit
Line Agreement  Schedule of Percentage Spreads Over Prime  Outstanding Amount under Credit
  Line
  
  Spread
  Over Prime$0 to $49,999
  
  3.50
  %$50,000 to $99,999
  
  3.00
  %  NOTICE TO CO-SIGNER (Traduccion en
Ingles Se Requiere Por La Ley)  You are being asked to guarantee this debt. Think
carefully before you do. If the borrower doesnt pay the debt, you will have
to. Be sure you can afford to pay if you have to, and that you want to accept
this responsibility.  You may have to pay to the full amount of the debt
if the borrower does not pay. You may also have to pay late fees or collection
costs, which increase this amount.  The creditor can collect this debt from you without
first trying to collect from the borrower. The creditor can use the same
collection methods against you that can be used against the borrower, such as
suing you, garnishing your wages, etc. If this debt is ever in default, that
fact may become a part of your credit record.  This notice is not the contract that makes you
liable for the debt.  AVISO PARA EL FIADOR (Spanish
Translation Required By Law)  Se le esta pidiendo que garantice esta deuda.
Pienselo con cuidado antes de ponerse de acuerdo. Si la persona que ha pedido
este prestamo no paga la deuda, usted tendra que pagarla. Este seguro de que
usted podra pagar si sea obligado a pagarla y de que usted desea aceptar la
responsabilidad.  Si la persona que ha pedido el prestamo no paga la
deuda, es posible que usted tenga que pagar la suma total de la deuda, mas los
cargos por tardarse en el pago o el costo de cobranza, lo cual aumenta el total
de esta suma.  El acreedor (financiero) puede cobrarle a usted
sin, primeramente, tratar de cobrarle al deudor. Los mismos metodos de cobranza
que pueden usarse contra el deudor, podran usarse contra usted, tales como
presentar una demanda en corte, quitar parte de su sueldo, etc. Si alguna vez
no se cumpla con la obligacion de pagar esta deuda, se puede incluir esa
informacion en la historia de credito de usted.  Este aviso no es el contrato mismo en que se le
echa a usted la responsabilidad de la deuda.  14


UBS
  Bank USA  KU  ADDENDUM TO
CREDIT LINE ACCOUNT APPLICATION AND 
AGREEMENT  Credit Line Account
  
  Account NumberAffymax, Inc.Collateral Account
  
  Account NumberAffymax, Inc.
  This Addendum (this Addendum) is attached to,
incorporated by reference into and is fully a part of the Credit Line Account
Application and Agreement between UBS Bank USA (the Bank) and the borrower
named in the signature area below (the Borrower), dated as of the date hereof
(as amended or otherwise modified from time to time, the Agreement). This
Addendum and the Agreement shall not become effective and binding upon the Bank
until this Addendum has been executed by the Borrower and accepted by the Bank
at its home office. Any conflict between the terms of the Agreement and this
Addendum shall be resolved in accordance with the terms of this Addendum.
Defined terms used herein to have the respective meanings set forth in the Agreement
unless otherwise defined in this Addendum.  A.The Bank, UBS Financial Services Inc. and the Borrower
each acknowledge and agree that:  Definitions  1.The Agreement is amended by adding the following
definitions in Section 1:  ·Additional Payments has the
meaning specified in Section 5 g).  ·ARS Collateral
means any and all Collateral consisting of Auction Rate Securities.  ·ARS Payments
has the meaning specified in Section 5 g).  ·Auction Rate
Securities means any and all securities determined by the Bank, in its sole
and absolute discretion, as being commonly referred to as Auction Rate
Securities, which, for greater certainty, include, without limitation, debt
securities on which the interest rate payable is periodically re-set by an
auction process and/or equity securities on which any dividend payable is
periodically re-set by an auction process. ·Taxable SLARC
Maximum Auction Rate means the applicable reset rate, maximum auction rate
or other similar rate as may be specified in the prospectus or other
documentation governing any applicable Taxable Student Loan Auction Rate
Securities as representing the failed auction rate or similar rate payable on
such Auction Rate Securities, in each case expressed as a per-annum rate and as
calculated in the Banks sole and absolute discretion. ·Taxable Student
Loan Auction Rate Securities means any and all Auction Rate Securities
Collateral consisting of securities determined by the Bank, in its sole and
absolute discretion, as being commonly referred to as Student Loan Auction
Rate Securities and on which the interest or dividend rate paid or payable to
the Borrower by the issuer of such securities is taxable to the Borrower.  Terms of Advances  2.The Agreement is amended by adding the following as Section 3
e):  The Borrower acknowledges that the Bank will not make an Advance against
the ARS Collateral in amounts equal to the fair market or par value of the ARS
Collateral unless the Borrower arranges for another person or entity to provide
additional collateral or assurances on terms and conditions satisfactory to the
Bank. In requesting an Approved Amount equal to the par value of the ARS
Collateral, the Borrower has arranged for UBS Financial Services Inc. to
provide, directly or through a third party, the pledge of additional collateral
and/or assurances to the Bank so that the Bank will consider making Advances
from time to time in accordance with the terms of this Agreement and in amounts
equal to, in the aggregate, the par value of the ARS Collateral at the date of
an Advance. In addition, the Borrower, the Bank and UBS Financial Services Inc.
acknowledge and agree that if (a) the Bank is repaid all of the Credit
Line Obligations due to the Bank under the Agreement and this Addendum and (b) as
part of such repayment, the Bank realizes on the additional collateral and/or
assurances pledged or otherwise provided by UBS Financial Services and/or any
such third party to the Bank, then the Agreement shall not terminate and the
Bank shall automatically assign to UBS Financial Services Inc. and any such
third party, and UBS Financial Services Inc. and any such third party shall
automatically assume and be subrogated to, all of the Banks rights, claims and
interest in and under the Agreement and this Addendum, including without
limitation, the security interest in the Collateral, including without
limitation the ARS Collateral, granted the Bank under the Agreement and this
Addendum (further including, without limitation, interest, dividends,
distributions, premiums, other income and payments received in respect of any
and all such Collateral) to the extent of the amount that the Bank has realized
on all or any part of the additional collateral and/or assurances pledged or
otherwise provided by UBS Financial Services and/or any such third party to the
Bank in order to effect the repayment of the Credit Line Obligations due to the
Bank under the Agreement. Upon such automatic assignment and subrogation, UBS
Financial Services Inc. and any such third party shall be entitled to directly
exercise any and all rights and remedies afforded the Bank under the Agreement,
this Addendum and any and all other documents and agreements entered into in
connection with the Agreement and/or this Addendum.  1


Interest  3.The Agreement is amended by adding the following as a new
Section 4 d), Section 4 e) and Section 4 f):  d)Notwithstanding anything to
the contrary in this Agreement, and subject to the provisions of Sections 4 e)
and f) of this Agreement, the interest rate charged on any and all outstanding
Variable Rate Advances shall be the lesser of (i) the amount prescribed by
Sections 4 a), b), or c) of this Agreement, as applicable, and (ii) the
then applicable weighted average rate of interest or dividend rate paid to the
Borrower by the issuer of the ARS Collateral. e)The Bank and the
Borrower acknowledge and agree that the Bank shall be entitled to determine or
adjust, at any time and from time to time, the interest rate payable by the
Borrower to the Bank on all or any part of the outstanding Variable Rate
Advances to reflect any changes in the composition of the ARS Collateral, to
address any inability to determine interest rates, or for any other reason
that, in the Banks sole and absolute discretion, is necessary to give effect
to the intent of the provisions of this Agreement, including, without
limitation, this Section 4 (it being acknowledged and agreed that the
provisions of this Section 4 are intended to cause the interest payable by
the Borrower under this Agreement to equal the interest or dividend rate
payable to the Borrower by the issuer of any ARS Collateral) and any and all
such adjustments by the Bank hereunder shall be conclusive and binding on the
Bank and the Borrower absent manifest error. f)If
and to the extent that any or all of the ARS Collateral consists of Taxable
Student Loan Auction Rate Securities, then notwithstanding anything to the
contrary in this Agreement, when calculating such weighted average interest
rate, the interest rate paid to the Borrower with respect to such Taxable
Student Loan Auction Rate Securities shall be deemed to be equal to (i) for
the period from the date of this Addendum through and including January 21,
2009, the applicable coupon rate(s) and (ii) from January 22,
2009 and thereafter, the then applicable Taxable SLARC Maximum Auction Rate,
for, and to the extent of, such Taxable Student Loan Auction Rate Securities.
The Borrower will be charged interest on the Loan in months in which the
Borrower does not receive interest on the Taxable Student Loan Auction Rate
Securities.  Payments  4.The Agreement is amended by adding the following as Section 5
g):  The Borrower will make additional payments (Additional Payments) as
follows:  ·The proceeds of any
liquidation, redemption, sale or other disposition of all or part of the ARS
Collateral will be automatically transferred to the Bank as payments. The
amount of these payments will be determined by the proceeds received in the
Collateral Account, and may be as much as the total Credit Line Obligations. ·All other interest,
dividends, distributions, premiums, other income and payments that are received
in the Collateral Account in respect of any ARS Collateral will be
automatically transferred to the Bank as payments. These are referred to as
ARS Payments. The amount of each ARS Payment will vary, based on the proceeds
received in the Collateral Account. The Bank estimates that the ARS Payments
will range from zero to fifteen ($15.00) dollars per month per $1,000 in par
value of Pledged ARS. The Bank will notify the Borrower at least ten (10) days
in advance of any ARS Payment that falls outside of this range. If the Borrower
would prefer to have advance notice of each payment to be made to Advances, the
Borrower may cancel ARS Payments as described below. ·The Borrower agrees that any
cash, check or other deposit (other than a deposit of securities) made to the
Collateral Account is an individual authorization to have such amount transferred
to the Bank as a payment. The amount of each payment is the amount of the
deposit.  Each Additional Payment will be applied, as of the date received by the
Bank, in the manner set forth in the last sentence of Section 5 d). The
Borrower acknowledges that neither the Bank nor UBS Financial Services Inc.
sets or arranges for any schedule of Additional Payments. Instead, Additional
Payments will be transferred automatically from the Collateral Account whenever
amounts are received in the Collateral Account, generally on the second
Business Day after receipt.  The Borrower may elect to stop ARS Payments at any time, and this election
will cancel all ARS Payments that would occur three (3) Business Days or
more after the Bank receives such notice. If the Borrower stops ARS Payments,
the Borrower will continue to be obligated to pay principal, interest, and
other amounts pursuant to the Agreement. If the Borrower elects to cancel ARS
Payments, all other Additional Payments will be cancelled. Cancelling ARS
Payments and Additional Payments may result in higher interest charges by the
Bank because amounts received in the Collateral Account will not be
automatically transferred and credited. Any amounts received in the Collateral
Account will remain in the Collateral Account unless the Bank permits you to
withdraw all or part of such amounts. Your notice to cancel must be sent to:
Attention: Head of Credit Risk Monitoring, UBS Bank USA, 299 South Main Street,
Suite 2275, Salt Lake City, Utah 84111, or call (801) 741-0310.  Important Disclosure About Required Payments.If Additional Payments are sufficient to pay all accrued
interest on Advances on or before a due date, then the Borrower need not make
an additional interest payment. Excess Additional Payments will be applied
against principal. However, if Additional Payments are not sufficient to pay
all accrued interest on Advances on or before a due date, then the Bank may, in
its sole discretion (1) capitalize unpaid interest as an additional Advance,
or (2) require the Borrower to make payment of all accrued and unpaid
interest.  2


Remedies  5.The
Agreement is amended by adding the following as Section 10 e):  The Borrower agrees that in the event the Bank determines to liquidate or
sell any Collateral, the Bank shall, to the fullest extent permitted by
applicable law, have the right to do so in any manner, including, without
limitation, the sale of Collateral individually or in a block, for cash or for
credit, in a public or private sale, with or without public notice, through the
use of sealed bids or otherwise, with the aid of any advisor or agent who may
be an affiliate of the Bank or in any other manner as the Bank in its sole
discretion shall choose. The Borrower acknowledges that the price the Bank
obtains for Collateral in the Banks chosen method of sale may be lower than
might be otherwise obtained in another method of sale, and the Borrower hereby
agrees that any such sale shall not be considered to be not commercially
reasonable solely because of such lower price. The Borrower understands that
there may not be a liquid market for the Collateral and that, as a result, the
price received for the Collateral upon liquidation or sale by the Bank may be
substantially less than the Borrower paid for such Collateral or than the last
market value available for it, if any. The Borrower further agrees that any
sale by the Bank shall not be considered to be not commercially reasonable
solely because there are few (including only one) or no third parties who
submit bids or otherwise offer to buy the Collateral. The Borrower understands
that the Banks sale of any of the Collateral may be subject to various state
and federal property and/or securities laws and regulations, and that
compliance with such laws and regulations may result in delays and/or a lower
price being obtained for the Collateral. The Borrower agrees that the Bank
shall have the right to restrict any prospective purchasers to those who, in
the Banks sole discretion, the Bank deems to be qualified. The Borrower
acknowledges that the Bank shall have sole authority to determine, without
limitation, the time, place, method of advertisement and manner of sale and
that the Bank may delay or adjourn any such sale in its sole discretion. The
Borrower expressly authorizes the Bank to take any action with respect to the
Collateral as the Bank deems necessary or advisable to facilitate any
liquidation or sale, and the Borrower agrees that the Bank shall not be held
liable for taking or failing to take any such action, regardless if a greater
price may have been obtained for the Collateral if such action was or was not
taken, as applicable. The Borrower hereby waives, to the fullest extent
permitted by law, any legal right of appraisal, notice, valuation, stay,
extension, moratorium or redemption that the Borrower would otherwise have with
respect to a sale of the Collateral.  Representations, Warranties and
Covenants by the Loan Parties  6.The
Agreement is amended by adding the following as Section 11 g):  g)If at any time
there are Credit Line Obligations outstanding under the Credit Line, then in
connection with any ARS Collateral, if at any time any such ARS Collateral may
be sold, exchanged, redeemed, transferred or otherwise conveyed by the Borrower
for gross proceeds that are, in the aggregate, not less than the par value of
such Auction Rate Securities to any party, including, without limitation, to
UBS Financial Services Inc. and/or any of its affiliates (any such sale,
exchange, redemption, transfer or conveyance referred to herein as an ARS
Liquidation), the Borrower agrees (i) to immediately effect such ARS
Liquidation to the extent necessary to satisfy all Credit Line Obligations in
full and (ii) that the proceeds of any such ARS Liquidation so effected
shall be immediately and automatically used to pay down any and all such
outstanding Credit Line Obligations to the extent of such proceeds. The
Borrower hereby acknowledges and agrees with the Bank and directs UBS Financial
Services Inc. that to the extent permitted by applicable law, this Section 11
g) shall constitute an irrevocable instruction, direction and standing sell
order to UBS Financial Services Inc. to effect an ARS Liquidation to the extent
it is possible to do so at any time during the term of this Agreement. The
Borrower further agrees with the Bank and UBS Financial Services Inc. to
execute and deliver to the Bank and/or UBS Financial Services Inc. such further
documents and agreements as may be necessary in the sole and absolute
discretion of the Bank and/or UBS Financial Services Inc. to effect the
foregoing irrevocable instruction, direction and standing sell order.  Waivers  7.The
Agreement is amended by adding the following as Section 21:  The Borrower hereby (i) acknowledges and admits its
indebtedness and obligations to the Bank under the Agreement; and (ii) acknowledges,
admits and agrees that it has no and shall assert no defenses, offsets,
counterclaims or claims in respect of its obligations under the Agreement, in
each case notwithstanding any claim or asserted claim that it may have, or
purport to have, against any affiliate of the Bank.  Schedules I and II  8.
  a)
  Schedule
  I of the Agreement is amended in its entirety to read as follows:$25,001
  to $499,999
  
  2.750
  %$500,000
  to $999,999
  
  1.750
  %$1,000,000
  to $4,999,999
  
  1.500
  %$5,000,000
  and over
  
  1.250
  %b)
  Schedule
  II of the Agreement is deleted in its entirety and replaced with:
  [Intentionally Deleted].  3


No Fixed Rate Advances/Prime
Credit Lines  9.The Bank
and the Borrower acknowledge and agree that notwithstanding anything to the
contrary in the Agreement: (a) the Borrower shall not request and the Bank
shall not make a Fixed Rate Advance; and (b) there shall be no Prime Credit
Line facilities available under the Agreement.  Alternative Financing  10.If at
any time the Bank exercises its right of demand under Section 5 a), Section 5
b) and Section 10 b) of the Loan Agreement for any reason other than (i) the
occurrence of an Event under Sections 10 a) (iv), (v), (vii), (ix) (if and
to the extent any indebtedness specified thereunder is to the Bank or any of
the Banks affiliates), or (xi) of the Agreement; or (ii) in connection
with any termination for cause by UBS Financial Services Inc. of the overall
customer relationship between UBS Financial Services Inc. and the Borrower or
its affiliates, then UBS Financial Services Inc. shall, or shall cause one or
more of its affiliates, to provide as soon as reasonably possible, alternative
financing on substantially the same terms and conditions as those under the
Agreement and the Bank agrees that the Agreement shall remain in full force and
effect until such time as such alternative financing has been established.  Margin Calls; Interest Payments  11.Notwithstanding
anything to the contrary in the Agreement, the Bank and the Borrower
acknowledge and agree that UBS Financial Services Inc. or any affiliate thereof
may, in its sole and absolute discretion, elect to: (i) provide additional
collateral to the Bank in the form of United States Treasury Securities if and
to the extent that the Borrower does not maintain in a Collateral Account,
Collateral having an aggregate lending value as specified by the Bank from time
to time; and/or (ii) satisfy any and all amounts of accrued and unpaid
interest that are otherwise due and payable by the Borrower to the Bank under
the Agreement, to the extent that the amount of any Additional Payments under
the Agreement are insufficient to satisfy any and all such amounts.  Collateral Account Features  12.Section 8
f) of the Agreement is deleted in its entirety and replaced with the following:  If a Collateral Account has margin features, the margin features will be
removed by UBS Financial Services Inc. or UBS International Inc., as
applicable, so long as there is no outstanding margin debit in the Collateral
Account. If a Collateral Account has Resource Management Account® or Business
Services Account BSA® features, such as check writing, cards, bill payment, or
electronic funds transfer services, all such features shall be removed by UBS
Financial Services Inc. or UBS International Inc., as applicable.  No Credit Line Checks  13.The Bank
and the Borrower acknowledge and agree that notwithstanding anything to the
contrary in the Agreement, the Credit Line shall not have Credit Line checks.  Headings  14.The
headings of each of Section of this Addendum is for descriptive purposes
only and shall not be deemed to modify or qualify the terms, conditions, rights
or obligations described in such Section.  B.This Addendum may be signed in multiple original
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.  [Signature
page(s) follows]  4


IN WITNESS WHEREOF, each of the parties has signed
this Addendum pursuant to due and proper authority as of the date set forth
below.  Date
  
  
  
  SignaturePrint Name and TitleDate
  
  Print Name and Title
  
  Signature
   UBS BANK USABy:Name:Title:By:Name:Title:UBS FINANCIAL SERVICES INC.By:Name:Title:By:Name:Title:Date: