LOAN AGREEMENT

Exhibit 10.2

LOAN AGREEMENT

DATED AS OF FEBRUARY 11, 1999

BY AND AMONG

VENTURE INVESTORS EARLY STAGE FUND II LIMITED PARTNERSHIP

AND

TOMOTHERAPY INCORPORATED

     TABLE OF CONTENTS

EXHIBITS:

LOAN AGREEMENT

     This LOAN AGREEMENT, dated as of February 11, 1999 (this “ Agreement ”), is by and among Venture Investors Early Stage Fund II Limited Partnership, a Wisconsin limited partnership (the “ Lender ”), and TomoTherapy Incorporated, a Wisconsin corporation (the “ Company ”).

RECITALS

     WHEREAS, the Lender desires to lend to the Company, upon the terms and subject to the conditions set forth herein, up to $250,000;

     NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND TERMS

     1.1 Definitions . As used in the Loan Documents, the following terms have the following meanings:

     “ Affiliate ” of a Person shall mean any Person (other than a wholly owned Subsidiary) directly or indirectly controlling or controlled by, or under direct or indirect common control with, another Person. A Person shall be deemed to control another Person for the purposes of this definition if the controlling Person directly or indirectly, either individually or together with (in the case of an individual) his spouse, lineal descendants and ascendants and brothers or sisters by blood or adoption or spouses of such descendants, ascendants, brothers and sisters, owns ten percent or more of any class of voting securities of the controlled Person or possesses, directly or indirectly, the power to direct, or cause the direction of, the management or policies of the second Person, whether through the ownership of voting securities, common directors, trustees or officers, by contract or otherwise.

     “ Agreement ” shall mean this Loan Agreement, as amended, restated, supplemented or otherwise modified from time to time.

     “ Borrowing Date ” shall have the meaning assigned in Section 2.1(e) .

     “ Borrowing Request ” shall mean borrowing request for Revolving Loans, substantially in the form of Exhibit A hereto.

     “ Business Day ” shall mean a day other than a Saturday or Sunday on which banks are open for business in Madison, Wisconsin.

     “ Capitalized Lease Obligations ” shall mean, for any period, the aggregate discounted present value of the obligations of the Company as lessee under any lease of Property which would properly be classified as a capitalized lease in the Financial Statements of the Company.

     “ Closing Date ” shall mean February 16, 1999, or such other date as may be agreed upon by the Company and the Lender; provided that all conditions set forth in Article III must be satisfied on the Closing Date..

     “ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time.

     “ Collateral ” shall mean all of Company’s Property granted to the Lender as collateral under the Loan Documents.

     “ Collateral Assignment ” shall mean the collateral assignment of contract rights of even date herewith from the Company to the Lender, substantially in the form of Exhibit B hereto, pursuant to which the Company assigns its rights under the WARF License Agreement, as amended, supplemented or modified from time to time.

     “ Common Shares ” shall mean shares of the Company’s common stock, par value $0.01 per share.

     “ Company ” shall have the meaning set forth in the first paragraph to this Agreement.

     “ Conversion Gain ” shall have the meaning assigned in Section 8.4(c) .

     “ Conversion Shares ” shall have the meaning assigned in Section 8.4(a) .

     “ Default ” shall mean an event which with the giving of notice or the passage of time or both would constitute an Event of Default.

     “ Default Rate ” shall have the meaning assigned in Section 2.1(c) .

     “ Employee Plan ” shall mean any savings, profit sharing, or retirement plan or any deferred compensation contract or other plan maintained for employees of the Company and covered by Title IV of ERISA, including, without limitation, any “multiemployer plan” as defined in ERISA.

     “ Environmental Law ” shall mean any local, state or federal law or other statute, law, ordinance, rule, code, regulation, decree or order governing, regulating or imposing liability or standards of conduct concerning the use, treatment, generation, storage, disposal or other handling or release of any hazardous substance, including without limitation, any pollutant, contaminant, waste or toxic or hazardous chemicals, wastes or substances, including, without limitation, asbestos, urea formaldehyde insulation, petroleum, PCB’s, air pollutants, water pollutants, and other substances defined as hazardous substances or toxic substances in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended,

42 U.S.C. ‘ 9061 et seq., Hazardous Materials Transportation Act, 49 U.S.C. ‘ 1802, the Resource Conservation and Recovery Act, 42 U.S.C. ‘ 6901 et seq., the Toxic Substance Control Act of 1976, as amended, 15 U.S.C. ‘ 2601 et seq., the Solid Waste Disposal Act, 42 U.S.C. ‘ 3251 et seq., the Clean Air Act, 42 U.S.C. ‘ 1857 et seq., the Clean Water Act, 33 U.S.C. ‘ 1251 et seq, Chapter 144 of the Wisconsin Statutes, or any other statute, rule, regulation or order of any Government Authority having jurisdiction over the control of such wastes or substances, including without limitation the United States Environmental Protection Agency, the United States Nuclear Regulatory Agency, the State of Wisconsin and the Dane County Department of Health.

     “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended, and any successor statute, together with the regulations and published interpretations thereunder, in each case as in effect from time to time.

     “ Event of Default ” shall have the meaning assigned in Section 7.1 .

     “ Exit Period ” shall have the meaning assigned in Section 8.4(d) .

     “ Exit Period Rights ” shall have the meaning assigned in Section 8.4(b) .

     “ Financial Statements ” shall mean, for any Person, the balance sheet, the statement of income, the statement of cash flows, and the statement of shareholders’ equity, and all notes and schedules thereto, prepared on a consolidated basis, in accordance with GAAP.

     “ GAAP ” shall mean those generally accepted accounting principles and practices which are recognized as such by the American Institute of Certified Public Accountants acting through appropriate boards or committees thereof and which are consistently applied for all periods so as to properly reflect the financial condition, results of operations, and cash flows of the Company.

     “ Government Authority ” shall mean any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled through stock or capital ownership or otherwise, by any of the foregoing.

     “ Guaranty ” shall mean the guaranty of payment of even date herewith made by each of the Principals in favor of the Lender, substantially in the form of Exhibit C hereto, as amended, restated, supplemented or otherwise extended from time to time.

     “ Indebtedness ” shall mean all: (a) indebtedness for borrowed money; (b) indebtedness for the deferred purchase price of property or services for which the Company is liable, primarily, contingently or otherwise, as obligor, guarantor or otherwise; (c) any commitment by which the Company assures a creditor against loss, including, without limitation, contingent reimbursement obligations with respect to letters of credit; (d) obligations which are evidenced by notes, acceptances or other instruments; (e) indebtedness and other obligations arising under acceptance facilities and the face amount of all letters of credit issued for the account of the Company;

(f) indebtedness guarantied in any manner by the Company, including without limitation guaranties in the form of an agreement to repurchase or reimburse; (g) Capitalized Lease Obligations, for which obligations the Company is liable, primarily, contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which obligations the Company assures a creditor against loss; (h) any unfunded obligation of the Company to an Employee Plan; (i) all Liabilities secured by any Lien on any Property owned by the Company whether or not the Company has assumed or otherwise become liable for the payment thereof; and (j) indebtedness or other obligations arising under interest-rate swap agreements and other interest-rate hedging arrangements.

     “ Institutional Investor ” means a partnership, corporation, limited liability company, firm, enterprise, business trust, joint stock company or trust organized for the primary purpose of making venture capital investments and which is managed on a full-time basis by professional investors.

     “ Intellectual Property ” shall have the meaning assigned in Section 4.8 .

     “ Lender ” shall have the meaning assigned in the first paragraph of this Agreement.

     “ Liability ” means any liability or obligation (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to be come due), including, without limitation, any guaranties of Indebtedness, liabilities or other obligations.

     “ Liens ” shall mean any mortgage, pledge, lien, encumbrance, charge or other security interest of any kind.

     “ Loan Documents ” shall mean the Revolving Note, the Security Agreement, the Collateral Assignment, the Guaranty, the UCC Financing Statements, the Warrants, and all other certificates, resolutions, or other documents required or contemplated hereunder.

     “ Mandatory Conversion ” shall have the meaning assigned in Section 8.1 .

     “ Material Adverse Effect ” shall mean (a) a Default, (b) a material adverse change in the business, prospects or condition (financial or otherwise) of the Company or in any Property, (c) the termination of the WARF License Agreement, (d) any material impairment of the right to carry on the business as now or proposed to be conducted by the Company, or (e) any material impairment of the ability of the Company to perform its obligations under this Agreement or the other Loan Documents.

     “ Maturity Date ” shall mean December 31, 1999, or such earlier date on which the Revolving Loan Commitment is terminated and the Revolving Note shall mature and become fully due and payable as provided in Section 7.3 .

     “ Maximum Available Commitment ” shall mean an amount equal to the excess (if any) of (a) the Revolving Loan Commitment minus (b) the aggregate unpaid principal amount outstanding of all Revolving Loans made by the Lender.

     “ Nondisclosure, Noncompetition and Assignment Agreement ” shall mean the Nondisclosure, Noncompetition and Assignment Agreement of even date herewith between the Company and each of the Principals, substantially in the form of Exhibit D hereto, as amended, restated, supplemented or otherwise modified from time to time.

     “ Obligations ” shall mean the Revolving Loans, including all accrued interest thereon, and all other obligations and liabilities of the Company to the Lender, including without limitation, all Indebtedness whether primary, secondary, direct, contingent, fixed, or otherwise, whether now and/or hereafter owing, due, or payable, and whether arising under this Agreement, the Loan Documents, by operation of law or otherwise.

     “ Participation Amount ” shall have the meaning assigned in Section 8.2 .

     “ Participation Financing ” shall have the meaning assigned in Section 8.2 .

     “ Participation Notice ” shall have the meaning assigned in Section 8.2 .

     “ Participation Right ” shall have the meaning assigned in Section 8.2 .

     “ PBGC ” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.

     “ Permitted Liens ” shall mean: (a) Liens imposed by law and incurred in the ordinary course of the Company’s business for Indebtedness not yet due to carriers, warehousemen, laborers, or materialmen and the like; and (b) Liens in respect of pledges or deposits under worker’s compensation laws or similar legislation; and (c) Liens for property taxes, assessments or governmental charges not yet subject to penalties for nonpayment.

     “ Person ” shall mean an individual, partnership, corporation, limited liability company, firm, enterprise, business trust, joint stock company, trust, unincorporated association, joint venture, Government Authority or other entity of whatever nature.

     “ Preferred Shares ” shall mean shares of the Company’s Series A Convertible Preferred Stock, par value $1.00 per share.

     “ Principals ” shall mean, collectively, Dr. Thomas Rockwell Mackie and Paul J. Reckwerdt.

     “ Property ” shall mean any interest of the Company of any kind in property or assets, whether real, personal, mixed, tangible or intangible, wherever located, and whether now owned

or subsequently acquired or arising and in the products, proceeds, additions and accessions thereof or thereto.

     “ Regulatory Change ” shall mean the adoption or amendment, after the date of this Agreement, of any federal or state law, regulation, interpretation, direction, policy, guideline or court decision applicable to the Lender which increases the cost to the Lender of making or maintaining the Revolving Loans or reduces the rate of return to the Lender (by reduction of principal, interest or otherwise) on the Revolving Loans by subjecting the Lender to any tax, duty or other charge with respect to the Revolving Loans, imposing any reserve requirement, affecting the treatment of the Revolving Loans for purposes of calculating the appropriate amount of capital to be maintained by the Lender or any Person controlling the Lender, or imposing on the Lender any other condition affecting the Revolving Loans.

     “ Requirements of Law ” shall mean as to any matter or Person, the Certificate or Articles of Incorporation and Bylaws or other organizational or governing documents of such Person, and any law (including, without limitation, any Environmental Law), ordinance, treaty, rule, regulation, order, decree, determination or other requirement having the force of law relating to such matter or Person and, where applicable, any interpretation thereof by any Government Authority.

     “ Restricted Payments ” shall mean: (a) dividends or other distributions by the Company based upon the stock of the Company (except dividends payable solely in stock of the Company); (b) purchases, redemptions or other acquisitions, direct or indirect, by the Company, of stock of the Company, whether now or hereafter outstanding; (c) any other distribution by the Company in respect of stock of the Company, whether now or hereafter outstanding, either directly or indirectly, whether in cash or property or otherwise; and (d) payment of management fees by the Company to any Affiliate, either directly or indirectly, whether in cash or property or otherwise.

     “ Revolving Loan Commitment ” shall mean an aggregate principal amount not to exceed $250,000.

     “ Revolving Loan Request ” shall have the meaning assigned in Section 2.1(e) .

     “ Revolving Loans ” shall have the meaning assigned in Section 2.1(a) .

     “ Revolving Note ” shall mean the promissory note from the Company to the Lender, substantially in the form of Exhibit E hereto, evidencing the Revolving Loans, as amended, restated, supplemented or otherwise modified from time to time.

     “ Right(s) ” shall have the meaning assigned in Section 8.4(a) .

     “ Securities Act ” shall mean the Securities Act of 1933, as amended, and any successor statute, together with the rules and regulations thereunder, in each case as in effect from time to time.

     “ Security Agreement ” shall mean the security agreement of even date herewith between the Company and the Lender, substantially in the form of Exhibit F hereto, pursuant to which the Company grants a Lien to the Lender in substantially all of the Company’s Property, as amended, restated, supplemented or otherwise modified from time to time.

     “ Share Price Rights ” shall have the meaning assigned in Section 8.4(b) .

     “ Subsidiary ” shall mean, as to any Person, a corporation of which shares of stock having voting power (other than stock having such power only by reason of the happening of a contingency that has not occurred) sufficient to elect a majority of the board of directors or other managers of such corporation are at the time owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.

     “ Term Sheet ” shall mean that certain Term Sheet dated as of November 11, 1998, between the Lender and the Company, a copy of which is attached hereto as Exhibit G .

     “ Transaction Documents ” shall mean the Loan Documents and the Nondisclosure, Noncompetition and Assignment Agreements.

     “ Triggering Event ” shall have the meaning assigned in Section 8.4(a) .

     “ UCC ” shall mean the Uniform Commercial Code of the State of Wisconsin, as amended from time to time.

     “ UCC Financing Statements ” shall mean that certain UCC-1 financing statement and that certain UCC-3 financing statement executed by the Company, as debtor, in favor of the Lender, as secured party, describing the Collateral.

     “ Underlying Shares ” shall mean, collectively, the Preferred Shares issuable upon conversion of the Revolving Loans as provided in Article VIII and the Common Shares issuable upon conversion of the Preferred Shares.

     “ Warrant ” shall mean that certain Preferred Shares Purchase Warrant of even date herewith issued by the Company to the Lender, substantially in the form of Exhibit H hereto, providing Lender with the right to purchase Preferred Shares on the terms and for the price therein contained.

     “ WARF License Agreement ” shall mean that certain License Agreement dated as of February [___] , 1999 between the Company and the Wisconsin Alumni Research Foundation, as the same may be amended, restated, supplemented or otherwise modified from time to time.

     “ Year 2000 Problem ” shall have the meaning assigned in Section 4.19 .

     1.2 Interpretation . Unless otherwise expressly provided or unless the context requires otherwise, (a) all references in this Agreement to Articles, Sections, Schedules and Exhibits shall

mean and refer to Articles, Sections, Schedules and Exhibits of this Agreement; (b) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (c) words using the singular or plural number also shall include the plural and singular number, respectively; (d) references to “hereof,” “herein,” “hereby” and similar terms shall refer to this entire Agreement (including the Schedules and Exhibits hereto); and (e) references to any Person shall be deemed to mean and include the successors and permitted assigns of such Person (or, in the case of a Government Authority, Persons succeeding to the relevant functions of such Person).

     1.3 Other Terms . Except as otherwise specifically provided, each accounting term used herein shall have the meaning given to it under GAAP, and all other terms contained in this Agreement (and which are not otherwise specifically defined herein) shall have the meanings provided in the UCC to the extent the same are used or defined therein unless the context otherwise requires.

ARTICLE II

AMOUNTS AND TERMS OF CREDIT

     2.1 Revolving Loans .

          (a) Amount . Prior to the Maturity Date and so long as no Event of Default has occurred and is continuing, or would be created thereby, the Lender agrees on the terms and conditions set forth in this Agreement to extend to the Company revolving credit loans (the “ Revolving Loans ”) from time to time in amounts not to exceed the Revolving Loan Commitment at any one time outstanding. The Revolving Loans made by the Lender shall be evidenced by the Revolving Note.

          (b) Interest Rate Prior to an Event of Default . Prior to the Maturity Date, and so long as no Event of Default has occurred and is continuing, interest shall accrue on the aggregate unpaid principal amount outstanding under the Revolving Note at a rate per annum equal to eight percent (8%). Interest shall be computed and adjusted daily based on the actual number of days elapsed in a year of 360 days.

          (c) Interest Rate After an Event of Default . After an Event of Default and so long as the same is continuing, interest shall accrue on the aggregate unpaid principal amount outstanding under the Revolving Note at a rate per annum equal to five percent (5.0%) in excess of the rate otherwise applicable under Section 2.1(b) (the “ Default Rate ”). In no event shall the interest rate under the Revolving Note exceed the highest rate permitted by law.

          (d) Payments . All outstanding unpaid principal and accrued interest on the Revolving Loans shall be due and payable on the Maturity Date, and may be prepaid in whole or in part at any time prior to the Maturity Date without penalty. All amounts paid shall be applied first to outstanding interest and the balance to principal.

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          (e) Disbursement of Revolving Loans . The Company may obtain Revolving Loans by making a request (the “ Revolving Loan Request ”) therefor to the Lender, orally or in writing. The Revolving Loan Request shall specify a Business Day prior to the Maturity Date on which such Revolving Loans are to be made (the “ Borrowing Date ”), shall be received by the Lender by 12:00 Noon (Madison, Wisconsin time) of the Borrowing Date, and shall specify the amount of the Revolving Loans requested; provided , however , that within three (3) days after any oral request for a Revolving Loan, the Lender shall receive from the Company a written confirmation in form acceptable to the Lender confirming the Revolving Loan Request, and the Lender’s obligation to make further Revolving Loans hereunder shall be suspended until such confirmation has been received by the Lender. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice shall control. The Company shall be obligated to repay all Revolving Loans notwithstanding the failure of the Lender to receive written confirmation, and notwithstanding the fact that the person requesting the Revolving Loan was not in fact authorized to do so. No Revolving Loan Request shall be modified, altered or amended without the prior written consent of the Lender. Each Revolving Loan shall be in the principal amount equal to or greater than Twenty-Five Thousand Dollars ($25,000); provided , that the aggregate amount of all Revolving Loans shall not exceed the Maximum Available Commitment.

     2.2 Effect of Regulatory Change . In the event of a Regulatory Change deemed by the Lender in good faith to be material, the Company shall pay to the Lender (within ten (10) days after notice by the Lender to the Company of such Regulatory Change) such amounts as the Lender deems reasonably necessary to compensate the Lender for the increase in the cost of making or maintaining the Revolving Loans or the reduction in the rate of return to the Lender on the Revolving Loans resulting from the Regulatory Change.

ARTICLE III

CONDITIONS TO CLOSING

     In addition to the terms and conditions otherwise contained herein, the obligation of the Lender to extend credit hereunder is conditional on the Lender receiving and the Company covenants and agrees to deliver, prior to the Closing Date, each of the following items in form, detail and content satisfactory to the Lender:

     3.1 Loan Documents . The Lender shall have received the following Loan Documents:

          (a) the executed Revolving Note;

          (b) the executed Security Agreement;

          (c) the executed Guaranty;

          (d) the executed UCC Financing Statements;

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          (e) the executed Collateral Assignment; and

          (f) the executed Warrant.

     3.2 Opinion of Counsel . The Lender shall have received from counsel for the Company a favorable opinion addressed to the Lender dated the Closing Date and incorporating all those matters set forth in the form attached hereto and incorporated by reference as Schedule 3.2 .

     3.3 Company Officers’ Certificate . The Company shall have delivered to the Lender a certificate signed by the Company’s president and secretary that:

          (a) as of the Closing Date, there does not exist any state of facts which would constitute an Event of Default as defined in Article VII or would, with notice or lapse of time as provided herein, or both, constitute such an Event of Default;

          (b) all representations and warranties contained in Article IV are true and correct as of the Closing Date;

          (c) the Company is in compliance with all of the affirmative and negative covenants set forth in Article V and Article VI ; and

          (d) all conditions set forth in Article III to be performed by the Company have been satisfied.

     3.4 Corporate Resolutions . A certified copy of the resolutions adopted by the shareholders and/or Board of Directors of the Company:

          (a) amending the Company’s Articles of Incorporation to create a class of Preferred Shares; and

          (b) authorizing and approving (i) this Agreement, (ii) the other Transaction Documents and (iii) the transactions contemplated hereby and thereby

shall have been delivered to the Lender.

     3.5 Amendments to Articles of Incorporation . The Company shall have filed with the Department of Financial Institutions of the State of Wisconsin an Amended and Restated Articles of Incorporation creating the Preferred Shares as set forth on Schedule 3.5 .

     3.6 Proceedings and Documents . All proceedings to be taken prior to or on the Closing Date in connection with the transactions contemplated by this Agreement shall have been consummated, and all documents, schedules, exhibits, opinions and certificates related thereto shall each be satisfactory in form and substance to the Lender, and the Lender shall have

received copies of all such documents which the Lender reasonably has requested in connection with said transactions.

     3.7 Life Insurance Policies . The Company shall have delivered to the Lender copies of each life insurance policy described in Section 5.4 (or, if any such policy has not been issued, a copy of a commitment for the issuance of same), and a duly executed assignment thereof by the Company to the Lender (in form and substance reasonably satisfactory to it). Life insurance shall be held for the mutual benefit of the Company and the Lender and may be used to pay all Obligations if the Lender so decides. If the Lender decides to use payment under the life insurance policies to satisfy the Obligations, the Obligations (including the Revolving Loans) shall be considered paid in full to the extent of such life insurance proceeds.

     3.8 Organization, Good Standing and Authority . The Company shall be a corporation duly organized, validly existing and in good standing under the laws of the State of Wisconsin, and shall have all requisite corporate power and authority to conduct its business as it is now conducted, to enter into and carry out the provisions of this Agreement and the other Loan Documents and to perform its obligations hereunder and thereunder. Copies of the Company’s Articles of Incorporation (including all amendments) and certificates of status of recent date, both certified by the Department of Financial Institutions of the State of Wisconsin, and a copy of the respective Bylaws of the Company (including all amendments) and a copy of the stock ledger of the Company, certified by the secretary of the Company, shall have been delivered to the Lender. The Company shall have complied with and shall not be in violation of any term or provision of its Articles of Incorporation and Bylaws. The Company shall be qualified to do business as a foreign corporation in all jurisdictions where the conduct of its business or the nature of its activities requires such qualification and where the failure to qualify would have a Material Adverse Effect.

     3.9 Financial Statements; Budget; Projections . The Company shall have delivered to the Lender: (a) unaudited financial statements (including balance sheet, income statement and statement of cash flows) as of the fiscal year ended December 31, 1998; (b) a detailed budget for the fiscal year ended December 31, 1999; (c) detailed monthly projections for the fiscal year ended December 31, 1999; and (d) detailed quarterly projections for the fiscal year ended December 31, 2000.

     3.10 Securities Law Matters; Investment Representations . The Company shall not be in violation of any provision of federal or state securities laws applicable to this transaction.

     3.11 No Litigation . There shall be no action, proceeding or investigation pending or, to the knowledge of the Company, threatened which might result in any Material Adverse Effect.

     3.12 Consents . There shall have been secured from each governmental or regulatory agency having jurisdiction over the transactions described herein, and from each person whose consent to the transactions described herein is required, all consents, approvals and permits as

shall be necessary or, in the opinion of counsel for the Lender, appropriate, for the consummation of the transactions described herein.

     3.13 UCC Search . The Company shall have delivered to the Lender a UCC search, prepared by a reputable title company acceptable to the Lender, of the records of the Dane County Register of Deeds, the Department of Financial Institutions of the State of Wisconsin and the filing offices of any other jurisdiction in which the Company has substantial assets, properties, inventories or business operations, disclosing that all personal property, equipment and fixtures of the Company are free and clear of all Liens (except Permitted Liens).

     3.14 No Material Adverse Effect . There shall not be in existence any event, including any judicial or administrative proceeding which, in the opinion of the Lender, would have a Material Adverse Effect.

     3.15 Representations and Warranties . All representations and warranties in this Agreement and the other Loan Documents shall be true and correct in all respects as of and at the Closing Date with the same force and effect as though said representations and warranties had been again made on the Closing Date.

     3.16 Nondisclosure, Noncompetition and Assignment Agreement . Each of the Principals and other employees of the Company shall have entered into a Nondisclosure, Noncompetition and Assignment Agreement.

     3.17 WARF License Agreement . The Company shall have entered into the WARF License Agreement on terms and conditions satisfactory to the Lender.

     3.18 Subsequent Revolving Loans . In addition to the terms and conditions otherwise contained herein, the obligation of the Lender to make or incur subsequent Revolving Loans is subject to the satisfaction, on the date of making or incurring each such Revolving Loan, of the following conditions:

          (a) All of the representations, warranties and acknowledgments of the Company c