FY2001 10K Exhibit 10.25




                                               Exhibit 10.25




Silicon Valley
Bank 

Loan and
Security Agreement


Borrower:COM21,
INC.

Address:750 Tasman
Drive

Milpitas, California  95035


Date:November __,
2001



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

1.LOANS.

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

* and other credit extensions

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

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

* either (A) the total of all outstanding Loans and all
other Obligations (other than the Celestica Letter of Credit) exceeds the amount
set forth in clause (a) of Section 1 of the Schedule, or (B)

** in either case, 

*** promptly (and in any event within 3 days)

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

1.5  Letters of Credit.  At the request of
Borrower, Silicon may, in its sole discretion, issue or arrange for the issuance
of letters of credit for the account of Borrower, in each case in form and
substance satisfactory to Silicon in its sole discretion (collectively,
"Letters of Credit").  The aggregate face amount of all outstanding
Letters of Credit * from time to time shall not exceed the amount shown on the
Schedule (the "Letter of Credit Sublimit"), and shall be reserved
against Loans which would otherwise be available hereunder.  **  Borrower shall
pay all bank charges (including charges of Silicon) for the issuance of Letters
of Credit, together with such additional fee as Silicon's letter of credit
department shall charge in connection with the issuance of the Letters of
Credit.  Any payment by Silicon under or in connection with a Letter of Credit *
shall constitute a Loan hereunder on the date such payment is made.  Each Letter
of Credit shall have an expiry date no later than thirty days prior to the
Maturity Date.  Borrower hereby agrees to indemnify, save, and hold Silicon
harmless from any loss, cost, expense, or liability, including payments made by
Silicon, expenses, and reasonable attorneys' fees incurred by Silicon arising
out of or in connection with any Letters of Credit.  Borrower agrees to be bound
by the regulations and interpretations of the issuer of any Letters of Credit
guarantied by Silicon and opened for Borrower's account or by Silicon's
interpretations of any Letter of Credit issued by Silicon for Borrower's
account, and Borrower understands and agrees that Silicon shall not be liable
for any error, negligence, or mistake, whether of omission or commission, in
following Borrower's instructions or those contained in the Letters of Credit or
any modifications, amendments, or supplements thereto.  Borrower understands
that Letters of Credit may require Silicon to indemnify the issuing bank for
certain costs or liabilities arising out of claims by Borrower against such
issuing bank.  Borrower hereby agrees to indemnify and hold Silicon harmless
with respect to any loss, cost, expense, or liability incurred by Silicon under
any Letter of Credit as a result of Silicon's indemnification of any such
issuing bank.  The provisions of this Loan Agreement, as it pertains to Letters
of Credit, and any other present or future documents or agreements between
Borrower and Silicon relating to Letters of Credit are cumulative.

* (other than the Celestica Letter of Credit)

** The Celestica Letter of Credit is fully cash-secured by
the Celestica LC Cash Collateral, and therefore is not counted against the
Letter of Credit Sublimit.

2.  SECURITY INTEREST.

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

*  In addition, to secure the payment and performance of
all of the Obligations arising out of or in connection with the Celestica Letter
of Credit, Borrower hereby grants to Silicon a security interest in all of
Borrower's interest in the Celestica LC Cash Collateral.

3.  REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER.

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

* shall be true, correct, and complete in all material
respects, as of the date hereof, and shall be true, correct, and complete in all
material respects at and as of the date of the making of each Loan (or other
extension of credit) made hereafter, as though made on and as of the date of
such Loan (or other extension of credit) (except to the extent that such
representations and warranties expressly relate solely to an earlier date), and
shall be true, correct, and complete in all material respects at and as of the
date of delivery of each executed Compliance Certificate required under Section
6(6) of the Schedule, as though made on and as of the date of such delivery
(except to the extent that such representations and warranties expressly relate
solely to an earlier date)

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

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

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

3.4  Title to Collateral; Permitted Liens.
Borrower is now, and will at all times in the future be, the sole owner of all
the Collateral, except for items of Equipment which are leased by Borrower.  The
Collateral now is and will remain free and clear of any and all liens, charges,
security interests, encumbrances and adverse claims, except for Permitted Liens.
Silicon now has, and will continue to have, a first-priority perfected and
enforceable security interest in all of the Collateral, subject only to the
Permitted Liens, and Borrower will at all times defend Silicon and the
Collateral against all claims of others.  None of the Collateral now is or will
be affixed to any real property in such a manner, or with such intent, as to
become a fixture.  Borrower is not and will not become a lessee under any real
property lease pursuant to which the lessor may obtain any rights in any of the
Collateral and no such lease now prohibits, restrains, impairs or will prohibit,
restrain or impair Borrower's right to remove any Collateral from the leased
premises.  Whenever any Collateral is located upon premises in which any third
party has an interest (whether as owner, mortgagee, beneficiary under a deed of
trust, lien or otherwise), Borrower shall, whenever requested by Silicon, use
its best * efforts to cause such third party to execute and
deliver to Silicon, in form acceptable to Silicon, such waivers and
subordinations as Silicon shall specify, so as to ensure that Silicon's rights
in the Collateral are, and will continue to be, superior to the rights of any
such third party.  Borrower will keep in full force and effect, and will comply
with all the terms of, any lease of real property where any of the Collateral
now or in the future may be located.

* commercially reasonable

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

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

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

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

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

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

* $250,000

** $1,000,000

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

4.  Receivables.

4.1  Representations Relating to Receivables. 
Borrower represents and warrants to Silicon as follows:  Each Receivable
with respect to which Loans are requested by Borrower shall, on the date each
Loan is requested and made, (i) represent an undisputed bona fide existing
unconditional obligation of the Account Debtor created by the sale, delivery,
and acceptance of goods or the rendition of services in the ordinary course of
Borrower's business, and (ii) meet the Minimum Eligibility Requirements set
forth in  Section 8 below.

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

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

* The following provisions of this Section 4.3 are subject
to any applicable less stringent reporting or delivery requirements set forth in
the Streamline Facility Agreement:

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

* and is continuing

** , subject to the Streamline Facility Agreement,

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

* and is continuing

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

* and during the continuation

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

* and during the continuation

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

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

5.  ADDITIONAL DUTIES OF BORROWER.

5.1  Financial and Other Covenants.  Borrower shall
at all times comply with the financial and other covenants set forth in the
Schedule.

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

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

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

* at least

** Solely as between Borrower and Silicon, and after the
occurrence and during the continuation of an Event of Default,

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

* ; provided, however, that, so long as no Event of
Default has occurred and is continuing or would otherwise result therefrom, a
domestic subsidiary of Borrower may merge with or consolidate into Borrower upon
Silicon's receipt of all applicable lien searches relative to such subsidiary,
the results of which shall be satisfactory to Silicon in its good faith business
judgment

** , except for loans consisting of travel advances, employee
relocation loans, and other employee loans/advances in the ordinary course of
business; provided, however, that the aggregate amount of such loans shall not
exceed $500,000 at any one time outstanding

*** , except for repurchases of stock (in accordance with
applicable law) from former employees or directors of Borrower as required under
the terms and conditions of Borrower's employee stock ownership plan; provided,
however, that the aggregate amount of such repurchases shall not exceed $100,000
while this Agreement is in effect and any Obligation remains outstanding

**** [intentionally omitted]

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

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

6.   TERM.

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

6.2  Early Termination.  This Agreement may be
terminated prior to the Maturity Date as follows:  (i) by Borrower, effective
three Business Days after written notice of termination is given to Silicon; or
(ii) by Silicon at any time after the occurrence * of an Event of Default,
without notice, effective immediately.  If this Agreement is terminated by
Borrower ** or by Silicon under this Section 6.2, Borrower shall pay to Silicon
a termination fee in an amount equal to *** two percent (2.0%) of the
Maximum Credit Limit, provided that **** no termination fee shall be
charged if the credit facility hereunder is replaced with a new facility from
another division of Silicon Valley Bank.  The termination fee shall be due and
payable on the effective date of termination and thereafter shall bear interest
at a rate equal to the highest rate applicable to any of the Obligations.

* and during the continuation

** under this Section 6.2 prior to the 60th day preceding the
Maturity Date

*** one percent (1.0%) of the Maximum Revolving Amount; 

**** (y) no termination fee shall be payable if this
Agreement is terminated by Borrower under this Section 6.2 and all Obligations
are paid in full in cash at any time during the 60 days immediately preceding
the Maturity Date; and (z)

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

7.  EVENTS OF DEFAULT AND REMEDIES.

7.1  Events of Default.  The  occurrence of any of
the following events shall constitute an "Event of Default" under this
Agreement, and Borrower shall give Silicon immediate written notice thereof: (a)
Any warranty, representation, statement, report or certificate made or delivered
to Silicon by Borrower or any of Borrower's officers, employees or agents, now
or in the future, shall be untrue or misleading in a material respect; or (b)
Borrower shall fail to pay when due any Loan or any interest thereon or any
other monetary Obligation *; or (c) the total Loans and other Obligations
outstanding at any time shall exceed the Credit Limit **; or (d) Borrower shall
fail to comply with any of the financial covenants set forth in the Schedule or
shall fail to perform any other non-monetary Obligation which by its nature
cannot be cured; or (e) Borrower shall fail to perform any other non-monetary
Obligation, which failure is not cured within 5 Business Days after the date
due; or (f) any levy, assessment, attachment, seizure, lien or encumbrance
(other than a Permitted Lien) is made on all or any part of the Collateral which
is not cured within 10 + days after the occurrence of
the same; or (g) any default or event of default occurs under any obligation
secured by a Permitted Lien, which is not cured within any applicable cure
period or waived in writing by the holder of the Permitted Lien; or (h) Borrower
breaches any material contract or obligation, which has or may reasonably be
expected to have a material adverse effect on Borrower's business or financial
condition; or (i) Dissolution, termination of existence, insolvency or business
failure of Borrower; or appointment of a receiver, trustee or custodian, for all
or any part of the property of, assignment for the benefit of creditors by, or
the commencement of any proceeding by Borrower under any reorganization,
bankruptcy, insolvency, arrangement, readjustment of debt, dissolution or
liquidation law or statute of any jurisdiction, now or in the future in effect;
or (j) the commencement of any proceeding against Borrower or any guarantor of
any of the Obligations under any reorganization, bankruptcy, insolvency,
arrangement, readjustment of debt, dissolution or liquidation law or statute of
any jurisdiction, now or in the future in effect, which is not cured by the
dismissal thereof within 30 *** days after the date commenced;
or (k) revocation or termination of, or limitation or denial of liability upon,
any guaranty of the Obligations or any attempt to do any of the foregoing, or
commencement of proceedings by any guarantor of any of the Obligations under any
bankruptcy or insolvency law; or (l) revocation or termination of, or limitation
or denial of liability upon, any pledge of any certificate of deposit,
securities or other property or asset of any kind pledged by any third party to
secure any or all of the Obligations, or any attempt to do any of the foregoing,
or commencement of proceedings by or against any such third party under any
bankruptcy or insolvency law; or (m) Borrower makes any payment on account of
any indebtedness or obligation which has been subordinated to the Obligations
other than as permitted in the applicable subordination agreement, or if any
Person who has subordinated such indebtedness or obligations terminates or in
any way limits his subordination agreement; or (n) there shall be a
change in the record or beneficial ownership of an aggregate of more than 20% of
the outstanding shares of stock of Borrower, in one or more transactions,
compared to the ownership of outstanding shares of stock of Borrower in effect
on the date hereof, without the prior written consent of Silicon ****;
or (o) Borrower shall generally not pay its debts as they become due, or
Borrower shall conceal, remove or transfer any part of its property, with intent
to hinder, delay or defraud its creditors, or make or suffer any transfer of any
of its property which may be fraudulent under any bankruptcy, fraudulent
conveyance or similar law; or (p) there shall be a material adverse change in
Borrower's business or financial condition; or (q) Silicon, acting in
good faith and in a commercially reasonable manner, deems itself insecure
because of the occurrence of an event prior to the effective date hereof of
which Silicon had no knowledge on the effective date or because of the
occurrence of an event on or subsequent to the effective date *****.
Silicon may cease making any Loans hereunder during any of the above cure
periods, and thereafter if an Event of Default has occurred ******.  

* (and solely with respect to Overadvances, subject to the
time period permitted in Section 1.3 within which to pay Silicon the amount of
the excess described therein constituting such Overadvance)

** and Borrower shall fail to pay Silicon the amount of such
excess within the time period required by Section 1.3

+ Business Days

*** 45

**** : (1) a "person" or "group" (within the meaning of
Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended)
becomes, after the date of this Agreement, the "beneficial owner" (as defined in
Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or
indirectly, of more than 20% of the total voting power of all classes of capital
stock then outstanding of Borrower entitled to vote in the election of
directors, or (2) a majority of the members of the Board of Directors of
Borrower shall not constitute Continuing Directors

***** [intentionally omitted]

****** and is continuing

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

* and during the continuation

** three

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

* ten

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

* and during the continuation

** permitted by applicable law

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

7.6  Remedies Cumulative.  In addition to the
rights and remedies set forth in this Agreement, Silicon shall have all the
other rights and remedies accorded a secured party under the California Uniform
Commercial Code and under all other applicable laws, and under any other
instrument or agreement now or in the future entered into between Silicon and
Borrower, and all of such rights and remedies are cumulative and none is
exclusive.  Exercise or partial exercise by Silicon of one or more of its rights
or remedies shall not be deemed an election, nor bar Silicon from subsequent
exercise or partial exercise of any other rights or remedies.  The failure or
delay of Silicon to exercise any rights or remedies shall not operate as a
waiver thereof, but all rights and remedies shall continue in full force and
effect until all of the Obligations have been fully paid and performed.

8.Definitions.  As used in this Agreement, the following
terms have the following meanings:

"Account Debtor" means the obligor on a
Receivable.

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

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

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

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

"Continuing Director" means (a) any
member of the Board of Directors who was a director (or comparable manager) of
Borrower on the date of this Agreement, and (b) any individual who becomes a
member of the Board of Directors after the date of this Agreement if such
individual was appointed or nominated for election to the Board of Directors by
a majority of the Continuing Directors, but excluding any such individual
originally proposed for election in opposition to the Board of Directors in
office at the date of this Agreement in an actual or threatened election contest
relating to the election of the directors (or comparable managers) of Borrower
(as such terms are used in Rule 14a-11 under the Securities Exchange Act of
1934, as amended) and whose initial assumption of office resulted from such
contest or the settlement thereof.

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

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

"Eligible Inventory"  [NOT APPLICABLE].

"Eligible Receivables" means Receivables
arising in the ordinary course of Borrower's business from the sale of goods or
rendition of services, which Silicon, in its sole judgment, shall deem eligible
for borrowing, based on such considerations as Silicon may from time to time
deem appropriate.  Without limiting the fact that the determination of which
Receivables are eligible for borrowing is a matter of Silicon's discretion, the
following (the "Minimum Eligibility Requirements") are the
minimum requirements for a Receivable to be  an Eligible Receivable:  (i) the
Receivable must not be outstanding for more than 90 days from its invoice date,
(ii) the Receivable must not represent progress billings, or be due under a
fulfillment or requirements contract with the Account Debtor, (iii) the
Receivable must not be subject to any contingencies (including Receivables
arising from sales on consignment, guaranteed sale or other terms pursuant to
which payment by the Account Debtor may be conditional), (iv) the Receivable
must not be owing from an Account Debtor with whom Borrower has any dispute
(whether or not relating to the particular Receivable), (v) the Receivable must
not be owing from an Affiliate of Borrower, (vi) the Receivable must not be
owing from an Account Debtor which is subject to any insolvency or bankruptcy
proceeding, or whose financial condition is not acceptable to Silicon, or which,
fails or goes out of a material portion of its business, (vii) the Receivable
must not be owing from the United States or any department, agency or
instrumentality thereof (unless there has been compliance, to Silicon's
satisfaction, with the United States Assignment of Claims Act), (viii) the
Receivable must not be owing from an Account Debtor located outside the United
States or Canada (unless pre-approved by Silicon in its discretion in writing,
or backed by a letter of credit satisfactory to Silicon, or FCIA insured
satisfactory to Silicon *), and (ix) the Receivable must not be owing from an
Account Debtor to whom Borrower is or may be liable for goods purchased from
such Account Debtor or otherwise **. Receivables owing from one Account Debtor
will not be deemed Eligible Receivables to the extent they exceed 25% of the
total Receivables outstanding.  In addition, if more than 50% of the Receivables
owing from an Account Debtor are outstanding more than 90 days from their
invoice date (without regard to unapplied credits) or are otherwise not eligible
Receivables, then all Receivables owing from that Account Debtor will be deemed
ineligible for borrowing.  Silicon may, from time to time, in its discretion,
revise the Minimum Eligibility Requirements, upon written notice to
Borrower.

* ; without limiting the generality of the foregoing, as
to each of the foreign Account Debtors identified in the definition of Permitted
Foreign Eligible Receivables, Receivables owing by such Account Debtor up to the
respective maximum amount relating to such Account Debtor as identified in the
definition of Permitted Foreign Eligible Receivables shall be deemed pre-
approved by Silicon for purposes of this clause (viii) so long as such
Receivables are backed by a letter of credit satisfactory to Silicon for such
maximum amount or FCIA insured satisfactory to Silicon for such maximum
amount

** ; and (x) (so long as any UCC-1 filings covering any
property of Borrower are of record in favor of NTFC Capital Corporation) the
Receivable must not constitute proceeds of any property sold, leased, licensed
or sublicensed, or otherwise supplied by NTFC Capital Corporation to
Borrower

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

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

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

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

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

"Permitted Foreign Eligible Receivables"
means, collectively: (a) Receivables owing by the foreign Account Debtor known
as Cablecom AG, in an aggregate amount not to exceed $100,000 at any one time
outstanding; (b) Receivables owing by the foreign Account Debtor known as France
Telecom Cable Interactive, in an aggregate amount not to exceed $2,000,000 at
any one time outstanding; (c) Receivables owing by the foreign Account Debtor
known as Fringes Systemns, in an aggregate amount not to exceed $250,000 at any
one time outstanding; (d) Receivables owing by the foreign Account Debtor known
as Fujikura, in an aggregate amount not to exceed $2,000,000 at any one time
outstanding; (e) Receivables owing by the foreign Account Debtor known as
Fujikawa Electric Co., in an aggregate amount not to exceed $1,800,000 at any
one time outstanding; (f) Receivables owing by the foreign Account Debtor known
as Hitachi Cable America, in an aggregate amount not to exceed $1,000,000 at any
one time outstanding; (g) Receivables owing by the foreign Account Debtor known
as OSI Plus Corp., in an aggregate amount not to exceed $250,000 at any one time
outstanding; (h) Receivables owing by the foreign Account Debtor known as
Philips Iberica, in an aggregate amount not to exceed $1,500,000 at any one time
outstanding; (i) Receivables owing by the foreign Account Debtor known as
Siemens Nederland, in an aggregate amount not to exceed $2,000,000 at any one
time outstanding; (j) Receivables owing by the foreign Account Debtor known as
Spie Trindel, in an aggregate amount not to exceed $100,000 at any one time
outstanding; (k) Receivables owing by the foreign Account Debtor known as Telia
Sofia, in an aggregate amount not to exceed $100,000 at any one time
outstanding; (l) Receivables owing by the foreign Account Debtor known as
Telindus BV, in an aggregate amount not to exceed $5,000,000 at any one time
outstanding; and (m) Receivables owing by the foreign Account Debtor known as
Thalamus Networks, in an aggregate amount not to exceed $100,000 at any one time
outstanding.

"Permitted Liens" means the following:  (i)
purchase money security interests in specific items of Equipment; (ii) leases of
specific items of Equipment; (iii) liens for taxes not yet payable; (iv)
additional security interests and liens consented to in writing by Silicon,
which consent shall not be unreasonably withheld; (v) security interests being
terminated substantially concurrently with this Agreement; (vi) liens of
materialmen, mechanics, warehousemen, carriers, or other similar liens arising
in the ordinary course of business and securing obligations which are not
delinquent; (vii) liens incurred in connection with the extension, renewal
or refinancing of the indebtedness secured by liens of the type described above
in clauses (i) or (ii) above, provided that any extension, renewal or
replacement lien is limited to the property encumbered by the existing lien and
the principal amount of the indebtedness being extended, renewed or refinanced
does not increase; (viii) Liens in favor of customs and revenue authorities
which secure payment of customs duties in connection with the importation of
goods.  Silicon will have the right to require, as a condition to its consent
under subparagraph (iv) above, that the holder of the additional security
interest or lien sign an intercreditor agreement * on Silicon's then
standard form, acknowledge that the security interest is subordinate to
the security interest in favor of Silicon, and agree not to take any action to
enforce its subordinate security interest so long as any Obligations remain
outstanding, and that Borrower agree that any uncured default in any obligation
secured by the subordinate security interest shall also constitute an Event of
Default under this Agreement.  

* , in form and substance satisfactory to Silicon in its
good faith business judgment,

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

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

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

"Streamline Facility Agreement" means
that certain Streamline Facility Agreement, dated as of even date herewith,
entered into by and between Silicon and Bank concurrently herewith.

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

9.GENERAL PROVISIONS.

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

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

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

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

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

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

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

* (including the Streamline Facility Agreement)

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

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

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

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

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

9.13  Benefit of Agreement.  The provisions of
this Agreement shall be binding upon and inure to the benefit of the respective
successors, assigns, heirs, beneficiaries and representatives of Borrower and
Silicon; provided, however, that Borrower may not assign or transfer any of its
rights under this Agreement without the prior written consent of Silicon, and
any prohibited assignment shall be void.  No consent by Silicon to any
assignment shall release Borrower from its liability for the Obligations.

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

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

* two years

** two-year

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

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

9.18  Mutual Waiver of Jury Trial.  Borrower and
Silicon each hereby waive the right to trial by jury in any action or proceeding
based upon, arising out of, or in any way relating to, this Agreement or any
other present or future instrument or agreement between Silicon and Borrower, or
any conduct, acts or omissions of Silicon or Borrower or any of their directors,
officers, employees, agents, attorneys or any other persons affiliated with
Silicon or Borrower, in all of the foregoing cases, whether sounding in contract
or tort or otherwise.

[Signature page immediately follows]


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed and delivered
as of the date first above written.

Borrower:
COM21, INC.



 

By 

President or Vice President



By 



Secretary or Ass't Secretary



Silicon:
SILICON VALLEY BANK



 

By 

Title 



 



Form 3/24/99

Version -0



 

















Silicon Valley
Bank 

Schedule
to 

Loan and Security Agreement


Borrower:COM21, INC.

Address:750 Tasman Drive


Milpitas, California  95035



Date:November __, 2001



This Schedule forms an
integral part of the Loan and Security Agreement between Silicon Valley Bank and
the above-borrower of even date.  

 

 


1.  Credit Limit 

(Section
1.1):An amount not to exceed the lesser of $20,000,000 (the "Maximum
Credit Limit") and the sum of (a) plus (b) below: 



(a)Revolving Loans: Revolving Loans (the
"Revolving Loans") in an amount not to exceed the lesser of:  (i)
$10,000,000 at any one time outstanding (the "Maximum Revolving
Amount"); or (ii) 75% of the amount of Borrower's Eligible
Receivables (as defined in Section 8 above); plus



(b)
Celestica Letter of Credit: one or more special purpose Letters of Credit
issued for the account of Borrower to Celestica Inc. as beneficiary, in an
aggregate face amount not to exceed $10,000,000 (individually and collectively,
the "Celestica Letter of Credit").  Borrower's Obligations arising out
of or in connection with the Celestica Letter of Credit shall be fully cash-
secured pursuant to Silicon's standard form cash pledge agreement (such cash
security, the "Celestica LC Cash Collateral"; it being understood and
agreed that the Celestica LC Cash Collateral constitutes additional Collateral).
Borrower hereby covenants and agrees that the amount of cash collateral pledged
to Silicon as the Celestica LC Cash Collateral shall at all times be at least
$10,000,000 plus all interest, fees and costs due or to become due in connection
with the Celestica Letter of Credit.



Letter of Credit Sublimit

(Section
1.5):$2,000,000 in the
aggregate as to all Letters of Credit other than the Celestica Letter of
Credit



 

2.  Interest.



Interest Rate
(Section 1.2):

A rate per
annum equal to the "Prime Rate" in effect from time to time, plus the
Applicable Margin (as defined below).  Interest shall be calculated on the basis
of a 360-day year for the actual number of days elapsed.  "Prime Rate" means the
rate announced from time to time by Silicon as its "prime rate;" it is
a base rate upon which other rates charged by Silicon are based, and it is not
necessarily the best rate available at Silicon.  The interest rate applicable to
the Obligations shall change on each date there is a change in the Prime Rate or
in the Applicable Margin.  As used herein, the term "Applicable
Margin" means, as of any date of determination, 2.0%; provided, however,
that solely if (i) Borrower, after the date of this Agreement, achieves
profitability (in accordance with generally accepted accounting principles
consistently applied) of not less than $1 for each of 2 consecutive fiscal
quarters, (ii) Silicon timely receives the unaudited quarterly financial
statements required under this Agreement in respect of each of such 2
consecutive fiscal quarters, which financial statements accurately reflect
Borrower's achievement of such requisite profitability, and (iii) no Event of
Default has occurred and is continuing, then the Applicable Margin shall equal
1.5%, effective from and after the date of such receipt of such financial
statements.



Minimum Monthly 

Interest (Section 1.2):     $2,500 per month.



 

3.  Fees (Section
1.4): 



Loan
Fee:$100,000 (i.e., 1.0% of the Maximum Revolving Amount), payable
concurrently herewith.



Collateral
Monitoring

Fee:Subject
to the Streamline Facility Agreement, $1,500 per month, payable in arrears
(prorated for any partial month at the beginning and at termination of this
Agreement).



Letter of Credit Fees:With respect to Letters of
Credit, Silicon's standard Letter of Credit fees, which fees shall be payable
monthly, on the last day of the month.  Such fees may, in Silicon's discretion,
be charged to Borrower's loan account, and the same shall thereafter bear
interest at the same rate as Revolving Loans.



 

4.  Maturity Date 

(Section
6.1): One year from the date of this Agreement.



 

5.  Financial Covenants


(Section
5.1):Borrower shall comply with each of the following covenant(s).
Compliance shall be determined as of the end of each month, except as otherwise
specifically provided below: 



Minimum Tangible 

Net Worth:Borrower shall maintain a Tangible Net
Worth of not less than the sum of (a) $24,000,000 plus (b) the TNW Capital
Increase (if any).



The term "TNW Capital
Increase" means, as of any date of determination, the greater of (a) $-0-
and (b) 60% of all consideration (if any) received after the date of this
Agreement for equity securities of the Borrower. In no event shall the amount of
the TNW Capital Increase be decreased.



Definitions.For purposes of the foregoing financial covenants,
the following term shall have the following meaning:



"Liabilities" shall have the meaning
ascribed thereto by generally accepted accounting principles.



"Tangible Net Worth" shall mean the excess
of total assets over total liabilities, determined in accordance with generally
accepted accounting principles, with the following adjustments:  


(A) there shall be
excluded from assets:  (i) notes, accounts receivable and other obligations
owing to Borrower from its officers or other Affiliates, and (ii) all assets
which would be classified as intangible assets under generally accepted
accounting principles, including without limitation goodwill, licenses, patents,
trademarks, trade names, copyrights, capitalized software and organizational
costs, licenses and franchises



(B) there shall be excluded from liabilities:  all
indebtedness which is subordinated to the Obligations under a subordination
agreement in form specified by Silicon or by language in the instrument
evidencing the indebtedness which is acceptable to Silicon in its
discretion.





 


6.  Reporting.

      (Section 5.3):


Borrower shall provide Silicon with the following:

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

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

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

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

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

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

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

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


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



7.
Compensation

(Section
5.5):[Intentionally Omitted] 



 

8.  Borrower
Information:



Prior Names of 

Borrower 

(Section
3.2):See Representations and Warranties Certificate of Borrower dated
November 6, 2001, incorporated herein by this reference.

Prior Trade


Names of Borrower  

(Section
3.2):See Representations and Warranties Certificate of Borrower dated
November 6, 2001, incorporated herein by this reference. 

Existing
Trade 

Names of Borrower  

(Section
3.2):See Representations and Warranties Certificate of Borrower dated
November 6, 2001, incorporated herein by this reference. 

Other
Locations and 

Addresses (Section 3.3):See Representations and Warranties
Certificate of Borrower dated November 6, 2001, incorporated herein by this
reference. 

Material
Adverse 

Litigation (Section 3.10):On October 3, 2001, Linear Technology
Corporation filed a lawsuit against against Com21 for breach of contract in the
Superior Court of California, County of Santa Clara (Case No. CV 801968).
Linear, a supplier of Com21, claims damages of approximately $520,000.



 

 

9.  Other Covenants

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


(1)  Banking and Investment Account Relationship.
Borrower shall at all times maintain its primary banking and investment
account relationships with Silicon.  With respect to any deposit accounts or
securities accounts maintained by Borrower at any financial institution other
than Silicon, Borrower agrees, upon Silicon's request therefor, to cause such
other financial institution to execute and deliver to Silicon, in form and
substance satisfactory to Silicon, a Deposit Account Control Agreement or a
Securities Account Control Agreement (as the case may be) with respect to all
such accounts maintained by Borrower at such other financial institution.



 (2)
Subordination of Inside Debt.  All present and future indebtedness of
Borrower to its officers, directors and shareholders ("Inside Debt")
shall, at all times, be subordinated to the Obligations pursuant to a
subordination agreement on Silicon's standard form.  Borrower represents and
warrants that there is no Inside Debt presently outstanding, except for the
following: NONE.  Prior to incurring any Inside Debt in the future, Borrower
shall cause the person to whom such Inside Debt will be owed to execute and
deliver to Silicon a subordination agreement on Silicon's standard form.



(3)Patents, Trademarks
and Copyrights. Concurrently with the execution of this Agreement, Borrower
shall execute and deliver to Silicon, on Silicon's standard form(s), any
security agreement(s) and other documentation which Silicon deems necessary for
filing in the United States Patent and Trademark Office, the United States
Copyright Office, and any other governmental office, with respect to Borrower's
copyrights, patents, trademarks and related collateral. Borrower promptly will
identify to Silicon in writing and register with the United States Copyright
Office (i) any maskworks and computer software that generates Receivables from
the sale or licensing thereof or that is otherwise material to the business of
Borrower (each, a "Material Copyright") it has, develops or acquires,
including those in Exhibit A to the Intellectual Property Security Agreement,
within 30 days of the date of execution and delivery of this Agreement, and (ii)
any additional Material Copyright developed or acquired (including significant
revisions, additions or improvements to any Material Copyright or revisions,
additions or improvements which significantly improve the functionality of any
Material Copyright) after the date of execution and delivery of this Agreement,
concurrently with the required delivery of the quarterly unaudited financial
statements of Borrower under Section 6(7) of the Schedule, and Borrower will
execute such additional security agreement(s) and other documentation which
Silicon deems necessary for filing with respect to such additional registered
copyright(s).  Borrower will promptly notify Silicon upon Borrower's filing of
any application or registration of any patent or trademark rights with the
United States Patent and Trademark Office and Borrower will execute and deliver
any and all instruments and documents as Bank may require to evidence or perfect
Bank's security interest in such application or registration. Borrower will:
(i) protect, defend and maintain the validity and enforceability of the
copyrights, patents, and trademarks; (ii) promptly advise Bank in writing of
material infringements of the copyrights, patents, or trademarks of which
Borrower is or becomes aware; and (iii) not allow any material item of
copyrights, patents, or trademarks to be abandoned, forfeited or dedicated to
the public without Bank's written consent.



(4)Landlord
Agreement. With respect to any leased premises of Borrower, Borrower shall,
promptly upon Silicon's request therefor, deliver to Silicon a landlord
agreement (in form and substance satisfactory to Silicon) duly executed by the
lessor of such leased premises.



(5)Bailee
Agreement. With respect to any goods of Borrower in the possession of any
warehouseman or other bailee, Borrower shall, promptly upon Silicon's request
therefor, deliver to Silicon a bailee agreement (in form and substance
satisfactory to Silicon) duly executed by such warehouseman or other bailee.



(6)Stock
Pledge.  Borrower shall concurrently execute and deliver a Pledge Agreement
to Silicon, on Silicon's standard form, granting Silicon a security interest in
100% of the outstanding stock of each Subsidiary of Borrower to secure all of
the Obligations. Borrower shall cause said Pledge Agreement to continue in full
force and effect at all times during the term of this Agreement with respect to
100% of the outstanding stock of each Subsidiary now outstanding or hereafter
issued and 100% of all options and warrants to acquire stock of each Subsidiary
hereafter issued.  Borrower represents and warrants that there are no
outstanding options or warrants to acquire stock of any Subsidiary.  Borrower
shall deliver to Silicon possession of the original stock certificates
respecting all of the issued and outstanding shares of stock of each such
Subsidiary, together with stock powers with respect thereto endorsed in blank.
As used in this Agreement, the term "Subsidiary" means, with respect to any
Person, a corporation, partnership, limited liability company, or other entity
in which that Person directly or indirectly owns or controls the shares of
capital stock or other equity interests having ordinary voting power to elect a
majority of the board of directors (or appoint other comparable managers) of
such corporation, partnership, limited liability company, or other entity.



 



10.  CONDITIONS PRECEDENT





In addition to the other
conditions precedent set forth in this Agreement, the making of the initial Loan
is subject to the following additional conditions:



(A) Silicon shall have
received lien searches listing all effective financing statements which name
Borrower (or any predecessor corporation or any tradename thereof or any seller
of assets acquired by Borrower outside of the ordinary course of business) as
debtor that are filed in the applicable filing offices with respect to Borrower,
none of which financing statements shall cover any of the Collateral of
Borrower, except (i) Permitted Liens, (ii) financing statements as to which
Silicon has received duly executed authorization by the applicable secured party
to file executed termination statements or partial release statements in form
and substance satisfactory to Silicon, or (iii) as otherwise agreed in writing
by Silicon. Without limiting the generality of the foregoing, Silicon shall have
received (x) a written authorization by NTFC Capital Corporation to file
appropriate termination statements in respect of NTFC Capital Corporation 's
UCC-1 filings covering any property of Borrower, or (y) evidence satisfactory to
Silicon that NTFC Capital Corporation does not have any financing statements
covering any property of Borrower other than the specific Equipment of Borrower
that is leased by NTFC Capital Corporation (as lessor) to Borrower (as lessee)
and the specific software that is licensed or sublicensed by NTFC Capital
Corporation (as licensor or sublicensor) to Borrower (as licensee or
sublicensee), and the proceeds thereof, or (z) a written authorization by NTFC
Capital Corporation to file appropriate partial releases or amendments in
respect of NTFC Capital Corporation 's UCC-1 filings to conform the collateral
descriptions therein to the property described in the foregoing clause (y).
Borrower represents and warrants that Borrower does not claim any interest in
the property described in that certain UCC-1 Financing Statement, listing
BIT-COM, INC. as debtor and Tri Counties Bank as secured party, filed with the
California Secretary of State on May 22, 1997 as File No. 9714860559.



(B) Silicon shall have received a letter, in form and
substance satisfactory to Bank, duly executed and delivered by Comerica Bank to
Silicon (the "Payoff Letter") respecting the amount necessary to repay in full
all of the obligations of Borrower owing to Comerica Bank and authorizing the
filing of executed UCC termination statements and evidencing the termination by
Comerica Bank of its Liens in and to the properties and assets of Borrower.



(C) Without limiting the generality of Section 9(1) of this
Schedule, Borrower shall deliver to Silicon either (y) evidence that Borrower
has closed its deposit accounts currently maintained with Comerica Bank
(collectively, the "Comerica Deposit Account") and transferred all amounts on
deposit therein to deposit accounts maintained at Silicon, or (z) a Deposit
Account Control Agreement, in form and substance satisfactory to Silicon, with
respect to the Comerica Deposit Account.



(D) Each of (i) VOS [located at 930 Wrigley Way, Milpitas,
California _______], (ii) Flite Pak [located at 15700-Z Export Plaza, Houston,
Texas 77032], (iii) All Van Transportation [located at 1096 Pecten Court,
Milpitas, California 95035], and (iv) Windart Express LLC [located at 8621
Bellanca Avenue, Suite 103, Los Angeles, California 90045], shall execute and
deliver to Silicon, on Silicon's standard form (with such changes thereto as
shall be acceptable to Silicon in its discretion), a bailee agreement containing
such terms and conditions as Silicon may require.





[Signature page immediately follows]



IN
WITNESS WHEREOF, the parties hereto have caused this Schedule to Loan and
Security Agreement to be executed and delivered as of the date first above
written.



	
Borrower:
COM21, INC.



 

By_______________________________

President or Vice President



By_______________________________


Secretary or Ass't Secretary
	
Silicon:

SILICON VALLEY BANK



 

By_______________________________

Title_____________________________





















Silicon Valley
Bank 

Certified Resolution and
Incumbency Certificate


Borrower:COM21,
INC.,

 a corporation organized under the laws of the State of Delaware



Date:November __, 2001

I, the
undersigned, Secretary or Assistant Secretary of the above-named borrower, a
corporation organized under the laws of the state set forth above, do hereby
certify that the following is a full, true and correct copy of resolutions duly
and regularly adopted by the Board of Directors of said corporation as required
by law, and by the by-laws of said corporation, and that said resolutions are
still in full force and effect and have not been in any way modified, repealed,
rescinded, amended or revoked.
resolved, that this corporation borrow from Silicon Valley
Bank ("Silicon"), from time to time, such sum or sums of money as, in the
judgment of the officer or officers hereinafter authorized hereby, this
corporation may require.

resolved further, that any officer of this corporation be, and he or she is
hereby authorized, directed and empowered, in the name of this corporation, to
execute and deliver to Silicon, and Silicon is requested to accept, the loan
agreements, security agreements, notes, financing statements, and other
documents and instruments providing for such loans and evidencing and/or
securing such loans, with interest thereon, and said authorized officers are
authorized from time to time to execute renewals, extensions and/or amendments
of said loan agreements, security agreements, and other documents and
instruments.

resolved further, that said authorized officers be and they
are hereby authorized, directed and empowered, as security for any and all
indebtedness of this corporation to Silicon, whether arising pursuant to this
resolution or otherwise, to grant, transfer, pledge, mortgage, assign, or
otherwise hypothecate to Silicon, or deed in trust for its benefit, any property
of any and every kind, belonging to this corporation, including, but not limited
to, any and all real property, accounts, inventory, equipment, general
intangibles, instruments, documents, chattel paper, notes, money, deposit
accounts, furniture, fixtures, goods, and other property of every kind, and to
execute and deliver to Silicon any and all grants, transfers, trust receipts,
loan or credit agreements, pledge agreements, mortgages, deeds of trust,
financing statements, security agreements and other hypothecation agreements,
which said instruments and the note or notes and other instruments referred to
in the preceding paragraph may contain such provisions, covenants, recitals and
agreements as Silicon may require and said authorized officers may approve, and
the execution thereof by said authorized officers shall be conclusive evidence
of such approval.

resolved further, that Silicon may conclusively rely upon a certified copy of
these resolutions and a certificate of the Secretary or Ass't Secretary of this
corporation as to the officers of this corporation and their offices and
signatures, and continue to conclusively rely on such certified copy of these
resolutions and said certificate for all past, present and future transactions
until written notice of any change hereto or thereto is given to Silicon by this
corporation by certified mail, return receipt requested.




The
undersigned further hereby certifies that the following persons are the duly
elected and acting officers of the corporation named above as borrower and that
the following are their actual signatures:

	
NAMES
	
OFFICE(S)
	
ACTUAL
SIGNATURES

	


__________________________
	


__________________________
	


x_________________________

	


__________________________
	


__________________________
	


x_________________________

	


__________________________
	


__________________________
	


x_________________________

	


__________________________
	


__________________________
	


x_________________________






in witness whereof, I have hereunto set my hand as such
Secretary or Assistant Secretary on the date set forth above.


___________________________________________



Secretary or Assistant Secretary