AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

                                                                  EXHIBIT 10(af)
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                AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Agreement") is
entered into as of June 22, 2009, with an Effective Date as of May 31, 2009 (the
"Effective Date") by and between (i) SILICON VALLEY BANK, a California
corporation, with its principal place of business at 3003 Tasman Drive, Santa
Clara, California 95054 and with a loan production office located at One Newton
Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462
("Bank") and (ii) SPIRE CORPORATION, a Massachusetts corporation, SPIRE SOLAR,
INC., a Massachusetts corporation, SPIRE BIOMEDICAL, INC., a Massachusetts
corporation, each with offices located at One Patriots Park, Bedford,
Massachusetts 01730, and SPIRE SEMICONDUCTOR, LLC, a Delaware limited liability
company (formerly known as Bandwidth Semiconductor, LLC), with offices at 25
Sagamore Park Road, Hudson, NH 03051 (jointly and severally, individually and
collectively, the "Borrower"). This Agreement amends and restates in its
entirety (i) that certain Loan and Security Agreement, dated as of March 31,
2008, as amended by a certain Waiver and First Loan Modification Agreement dated
May 13, 2008, and as further amended by a certain Second Loan Modification
Agreement, dated as of April 8, 2009 (collectively, the "Prior Revolving Loan
Agreement") and (ii) that certain Loan and Security Agreement dated as of May
25, 2007, between Borrower and Bank, as amended by a certain First Loan
Modification Agreement dated as of March 31, 2008, and as further amended by a
certain Second Loan Modification Agreement, dated as of May 13, 2009
(collectively, the "Prior Equipment Line Loan Agreement", and together with the
Prior Revolving Loan Agreement, the "Prior Loan Agreement"). The parties agree
as follows:

     1    ACCOUNTING AND OTHER TERMS

           Accounting terms not defined in this Agreement shall be construed
following GAAP. Calculations and determinations must be made following GAAP.
Capitalized terms not otherwise defined in this Agreement shall have the
meanings set forth in Section 13. All other terms contained in this Agreement,
unless otherwise indicated, shall have the meaning provided by the Code to the
extent such terms are defined therein.

     2    LOAN AND TERMS OF PAYMENT

     2.1 Promise to Pay. Borrower hereby unconditionally, jointly and severally,
promises to pay Bank the outstanding principal amount of all Credit Extensions
and accrued and unpaid interest thereon as and when due in accordance with this
Agreement.

     2.1.1 Revolving Advances.

     (a) Availability. Subject to the terms and conditions of this Agreement and
to deduction of Reserves, Bank shall make Advances not exceeding the
Availability Amount. Amounts borrowed hereunder may be repaid and, prior to the
Revolving Line Maturity Date, reborrowed, subject to the applicable terms and
conditions precedent herein.

     (b) Termination; Repayment. The Revolving Line terminates on the Revolving
Line Maturity Date, when the principal amount of all Advances, the unpaid
interest thereon, and all other Obligations relating to the Revolving Line shall
be immediately due and payable.

     2.1.2 Letters of Credit Sublimit.

     (a) As part of the Revolving Line, Bank shall issue or have issued Letters
of Credit for Borrower's account. Such aggregate amounts utilized hereunder
shall at all times reduce the amount otherwise available for Advances under the
Revolving Line. The face amount of outstanding Letters of Credit (including
drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) may
not exceed One Million Five Hundred Thousand Dollars ($1,500,000) inclusive of
the Credit Extensions made pursuant to Sections 2.1.3 and 2.1.4. If, on the
Revolving Line Maturity Date, there are any outstanding Letters of Credit, then
on such date Borrower shall provide to Bank cash collateral in an amount equal
to 105% of the face amount of all such Letters of Credit plus all interest,
fees, and costs due or to become due in connection therewith (as estimated by
Bank in its good faith business judgment), to secure all of the Obligations
relating to said Letters of Credit. All Letters of Credit shall be in form and
substance acceptable to Bank in its sole discretion and shall be subject to the
terms and conditions of Bank's standard Application and Letter of Credit
Agreement (the "Letter of Credit Application"). Borrower agrees to execute any
further documentation in connection with the Letters of Credit as Bank may

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reasonably request. Borrower further agrees to be bound by the regulations and
interpretations of the issuer of any Letters of Credit guarantied by Bank and
opened for Borrower's account or by Bank's interpretations of any Letter of
Credit issued by Bank for Borrower's account, and Borrower understands and
agrees that Bank 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.

     (b) The obligation of Borrower to immediately reimburse Bank for drawings
made under Letters of Credit shall be absolute, unconditional, and irrevocable,
and shall be performed strictly in accordance with the terms of this Agreement,
such Letters of Credit, and the Letter of Credit Application.

     (c) Borrower may request that Bank issue a Letter of Credit payable in a
Foreign Currency. If a demand for payment is made under any such Letter of
Credit, Bank shall treat such demand as an Advance to Borrower of the equivalent
of the amount thereof (plus fees and charges in connection therewith such as
wire, cable, SWIFT or similar charges) in Dollars at the then-prevailing rate of
exchange in San Francisco, California, for sales of the Foreign Currency for
transfer to the country issuing such Foreign Currency.

     (d) To guard against fluctuations in currency exchange rates, upon the
issuance of any Letter of Credit payable in a Foreign Currency, Bank shall
create a reserve (the "Letter of Credit Reserve") under the Revolving Line in an
amount equal to ten percent (10%) of the face amount of such Letter of Credit.
The amount of the Letter of Credit Reserve may be adjusted by Bank from time to
time to account for fluctuations in the exchange rate. The availability of funds
under the Revolving Line shall be reduced by the amount of such Letter of Credit
Reserve for as long as such Letter of Credit remains outstanding.

     2.1.3 Foreign Exchange Sublimit. As part of the Revolving Line, Borrower
may enter into foreign exchange contracts with Bank under which Borrower commits
to purchase from or sell to Bank a specific amount of Foreign Currency (each, a
"FX Forward Contract") on a specified date (the "Settlement Date"). FX Forward
Contracts shall have a Settlement Date of at least one (1) FX Business Day after
the contract date and shall be subject to a reserve of ten percent (10%) of each
outstanding FX Forward Contract in a maximum aggregate amount equal to One
Hundred Fifty Thousand Dollars ($150,000) (the "FX Reserve"). The aggregate
amount of FX Forward Contracts at any one time plus Credit Extensions made
pursuant to Sections 2.1.2 and 2.1.4 may not exceed ten (10) times the amount of
the FX Reserve. Any amounts needed to fully reimburse Bank will be treated as
Advances under the Revolving Line and will accrue interest at the interest rate
applicable to Advances.

     2.1.4 Cash Management Services Sublimit. Borrower may use up to One Million
Five Hundred Thousand Dollars ($1,500,000), inclusive of the Credit Extensions
made pursuant to Sections 2.1.2 and 2.1.3, for Bank's cash management services
which may include merchant services, direct deposit of payroll, business credit
card, and check cashing services identified in Bank's various cash management
services agreements (collectively, the "Cash Management Services"). Any amounts
Bank pays on behalf of Borrower for any Cash Management Services will be treated
as Advances under the Revolving Line and will accrue interest at the interest
rate applicable to Advances.

     2.1.5 Equipment Loan.

     (a) Payments. Borrower is obligated to the Bank for the Equipment Advance
(as defined in the Second Amendment to the Prior Equipment Loan Agreement and
defined herein as the "Equipment Loan"), made by Bank to Borrower pursuant to
the Prior Equipment Loan Agreement. Borrower acknowledges that, as of the
Effective Date, the outstanding principal amount of the Equipment Loan is
approximately $1,263,900.00. Borrower acknowledges there is no availability
under the Equipment Loan, and no other advances in respect of the Equipment Loan
will be made hereunder. Borrower shall continue to pay the Equipment Loan in
equal monthly installments of principal of $97,222.22, plus accrued interest,
and with a final payment of all remaining principal amounts outstanding under
the Equipment Loan and accrued interest thereon on or before June 10, 2010. The
Equipment Loan, when repaid, may not be reborrowed.

     (b) Mandatory Prepayment Upon an Acceleration. If the Equipment Loan is
accelerated following the occurrence of an Event of Default, Borrower shall
immediately pay to Bank an amount equal to the sum of (i) all outstanding
principal plus accrued and unpaid interest on the Equipment Loan and (ii) all
other sums, if any, that shall have become due and payable, including interest
at the Default Rate with respect to any past due amounts.

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     (c) Prepayment. So long as no Event of Default has occurred and is
continuing, Borrower shall have the option to prepay all, but not less than all,
of the Equipment Loan, provided Borrower (i) delivers written notice to Bank of
its election to prepay the Equipment Loan at least thirty (30) days prior to
such prepayment, and (ii) pays, on the date of such prepayment (A) all
outstanding principal plus accrued and unpaid interest and (B) all other sums,
if any, that shall have become due and payable, including interest at the
Default Rate with respect to any past due amounts.

     2.2 Overadvances. If, at any time the sum of (a) the outstanding amount of
any Advances (including any amounts used for Cash Management Services) plus (b)
the face amount of any outstanding Letters of Credit (including drawn but
unreimbursed Letters of Credit and any Letter of Credit Reserve), plus (c) the
FX Reserve (such sum being an "Overadvance"), exceeds the lesser of either the
Revolving Line or the Borrowing Base, Borrower shall immediately pay to Bank in
cash such Overadvance. Without limiting Borrower's obligation to repay Bank any
amount of the Overadvance, Borrower agrees to pay Bank interest on the
outstanding amount of any Overadvance, on demand, at the Default Rate.

     2.3 Payment of Interest on the Credit Extensions.

     (a) Interest Rate;

                     (i) Advances. Subject to Section 2.3(b), the principal
amount outstanding under the Revolving Line shall
accrue interest at a per annum rate equal to the Prime Rate plus one and
three-quarters percent (1.75%); provided, however, that during a Net Income
Threshold Period, subject to Section 2.3(b), the principal amount outstanding
under the Revolving Line shall accrue interest at a per annum rate equal to the
Prime Rate plus three-quarters percent (0.75%).

                     (ii) Equipment Loan. Subject to Section 2.3(b), the
principal amount outstanding under the Equipment Loan
shall accrue interest at a floating per annum rate equal to the Prime Rate plus
one and three-quarters percent (1.75%), which interest shall be payable monthly
in accordance with Section 2.3(f) below.

     (b) Default Rate. Immediately upon the occurrence and during the
continuance of an Event of Default, Obligations shall bear interest at a rate
per annum which is five percentage points (5.00%) above the rate that is
otherwise applicable thereto (the "Default Rate"). Payment or acceptance of the
increased interest rate provided in this Section 2.3(b) is not a permitted
alternative to timely payment and shall not constitute a waiver of any Event of
Default or otherwise prejudice or limit any rights or remedies of Bank.

     (c) Adjustment to Interest Rate. Changes to the interest rate of any Credit
Extension based on changes to the Prime Rate shall be effective on the effective
date of any change to the Prime Rate and to the extent of any such change.

     (d) 360-Day Year. Interest shall be computed on the basis of a 360-day year
for the actual number of days elapsed.

     (e) Debit of Accounts. Bank may debit any of Borrower's deposit accounts,
including the Designated Deposit Account, for principal and interest payments or
any other amounts Borrower owes Bank when due. These debits shall not constitute
a set-off.

     (f) Payment; Interest Computation; Float Charge. Interest is payable
monthly on the last calendar day of each month. In computing interest on the
Obligations, all Payments received after 12:00 p.m. Pacific time on any day
shall be deemed received on the next Business Day. In addition, so long as any
principal or interest with respect to any Credit Extension remains outstanding,
Bank shall be entitled to charge Borrower a "float" charge in an amount equal to
three (3) Business Days interest, at the interest rate applicable to the Credit
Extensions on all Payments received by Bank. The float charge for each month
shall be payable on the last day of the month. Bank shall not, however, be
required to credit Borrower's account for the amount of any item of payment
which is unsatisfactory to Bank in its good faith business judgment, and Bank
may charge Borrower's Designated Deposit Account for the amount of any item of
payment which is returned to Bank unpaid.

     2.4 Fees. Borrower shall pay to Bank:

     (a) Commitment Fee. A fully earned, non-refundable commitment fee of Sixty
Seven Thousand Five Hundred Dollars ($67,500.00), payable on the Effective Date;

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     (b) Letter of Credit Fee. Bank's customary fees and expenses for the
issuance or renewal of Letters of Credit, upon the issuance, each anniversary of
the issuance, and the renewal of such Letter of Credit by Bank;

     (c) Termination Fee. Subject to the terms of Section 12.1, a termination
fee;

     (d) Unused Revolving Line Facility Fee. A fee (the "Unused Revolving Line
Facility Fee"), payable monthly, in arrears, on a calendar year basis, in an
amount equal to three-quarters of one percent (0.75%) per annum of the average
unused portion of the Revolving Line, as determined by Bank. The unused portion
of the Revolving Line, for the purposes of this calculation, shall include
amounts reserved under the Cash Management Services Sublimit for products
provided and under the Foreign Exchange Sublimit for FX Forward Contracts.
Borrower shall not be entitled to any credit, rebate or repayment of any Unused
Revolving Line Facility Fee previously earned by Bank pursuant to this Section
notwithstanding any termination of the Agreement, or suspension or termination
of Bank's obligation to make loans and advances hereunder;

     (e) Collateral Monitoring Fee. A collateral monitoring fee, payable
monthly, in arrears, on the last day of each month, in the amount of Seven
Hundred Fifty Dollars ($750); and

     (f) Bank Expenses. All Bank Expenses (including reasonable attorneys' fees
and expenses, plus expenses, for documentation and negotiation of this
Agreement) incurred through and after the Effective Date, when due.

     3    CONDITIONS OF LOANS

     3.1 Conditions Precedent to Initial Credit Extension. Bank's obligation to
make the initial Credit Extension is subject to the condition precedent that
Borrower shall consent to or have delivered, in form and substance satisfactory
to Bank, such documents, and completion of such other matters, as Bank may
reasonably deem necessary or appropriate, including, without limitation:

     (a) duly executed original signatures to the Loan Documents to which it is
a party;

     (b) its Operating Documents and a good standing certificate of each
Borrower certified by the Secretary of State of the Commonwealth of
Massachusetts and the State of Delaware, as applicable, as of a date no earlier
than thirty (30) days prior to the Effective Date;

     (c) duly executed original signatures to the completed Borrowing
Resolutions for Borrower;

     (d) certified copies, dated as of a recent date, of financing statement
searches, as Bank shall request, accompanied by written evidence (including any
UCC termination statements) that the Liens indicated in any such financing
statements either constitute Permitted Liens or have been or, in connection with
the initial Credit Extension, will be terminated or released;

     (e) duly executed revised Perfection Certificates;

     (f) a landlord's consent executed by each landlord of the Borrower, as
required by Bank, in favor of Bank;

     (g) Borrower shall have delivered a bailee's/warehouseman's waiver executed
by each bailee, if any, of Borrower as required by Bank, in favor of Bank;

     (h) a legal opinion of Borrower's counsel dated as of the Effective Date
together with the duly executed original signatures thereto;

     (i) evidence satisfactory to Bank that the insurance policies required by
Section 6.7 hereof are in full force and effect, together with appropriate
evidence showing loss payable and/or additional insured clauses or endorsements
in favor of Bank; and

     (j) payment of the fees and Bank Expenses then due as specified in Section
2.4 hereof.

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     3.2 Conditions Precedent to all Credit Extensions. Bank's obligations to
make each Credit Extension, including the initial Credit Extension, is subject
to the following:

     (a) except as otherwise provided in Section 3.4, timely receipt of an
executed Transaction Report;

     (b) the representations and warranties in Section 5 shall be true in all
material respects on the date of the Transaction Report and on the Funding Date
of each Credit Extension; provided, however, that such materiality qualifier
shall not be applicable to any representations and warranties that already are
qualified or modified by materiality in the text thereof; and provided, further
that those representations and warranties expressly referring to a specific date
shall be true, accurate and complete in all material respects as of such date,
and no Default or Event of Default shall have occurred and be continuing or
result from the Credit Extension. Each Credit Extension is Borrower's
representation and warranty on that date that the representations and warranties
in Section 5 remain true in all material respects; provided, however, that such
materiality qualifier shall not be applicable to any representations and
warranties that already are qualified or modified by materiality in the text
thereof; and provided, further that those representations and warranties
expressly referring to a specific date shall be true, accurate and complete in
all material respects as of such date; and

     (c) in Bank's sole discretion, there has not been any material impairment
in the general affairs, management, results of operations, financial condition
or the prospect of repayment of the Obligations, or there has not been any
material adverse deviation by Borrower from the most recent business plan of
Borrower presented to and accepted by Bank.

     3.3 Covenant to Deliver.

     Borrower agrees to deliver to Bank each item required to be delivered to
Bank under this Agreement as a condition to any Credit Extension. Borrower
expressly agrees that a Credit Extension made prior to the receipt by Bank of
any such item shall not constitute a waiver by Bank of Borrower's obligation to
deliver such item, and any such Credit Extension in the absence of a required
item shall be made in Bank's sole discretion.

     3.4 Procedures for Borrowing. Subject to the prior satisfaction of all
other applicable conditions to the making of an Advance set forth in this
Agreement, to obtain an Advance (other than Advances under Sections 2.1.2 or
2.1.4), Borrower shall notify Bank (which notice shall be irrevocable) by
electronic mail, facsimile, or telephone by 12:00 p.m. Pacific time on the
Funding Date of the Advance. Together with such notification, Borrower must
promptly deliver to Bank by electronic mail or facsimile a completed Transaction
Report executed by a Responsible Officer or his or her designee. Bank shall
credit Advances to the Designated Deposit Account. Bank may make Advances under
this Agreement based on instructions from a Responsible Officer or his or her
designee or without instructions if the Advances are necessary to meet
Obligations which have become due. Bank may rely on any telephone notice given
by a person whom Bank believes is a Responsible Officer or designee.

     4    CREATION OF SECURITY INTEREST

     4.1 Grant of Security Interest. Borrower hereby grants Bank, to secure the
payment and performance in full of all of the Obligations, a continuing security
interest in, and pledges to Bank, the Collateral, wherever located, whether now
owned or hereafter acquired or arising, and all proceeds and products thereof.
Borrower represents, warrants, and covenants that the security interest granted
herein is and shall at all times continue to be a first priority perfected
security interest in the Collateral (subject only to Permitted Liens that may
have superior priority to Bank's Lien under this Agreement or the EXIM Loan
Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall
promptly notify Bank in a writing signed by Borrower of the general details
thereof and grant to Bank in such writing a security interest therein and in the
proceeds thereof, all upon the terms of this Agreement, with such writing to be
in form and substance reasonably satisfactory to Bank.

     If this Agreement is terminated, Bank's Lien in the Collateral shall
continue until the Obligations (other than inchoate indemnity obligations) are
repaid in full in cash. Upon payment in full in cash of the Obligations and at
such time as Bank's obligation to make Credit Extensions has terminated, Bank
shall, at Borrower's sole cost and expense, release its Liens in the Collateral
and all rights therein shall revert to Borrower.

     Notwithstanding the foregoing, it is expressly acknowledged and agreed that
the security interest created in this Agreement only with respect to
Export-Related Accounts Receivable, Export-Related Inventory and Export-Related
General Intangibles (as such terms are defined in the EXIM Loan Agreement) is
subject to and subordinate

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to the security interest granted to Bank in the EXIM Loan Agreement with respect
to such Export-Related Accounts Receivable, Export-Related Inventory and
Export-Related General Intangibles.

     4.2 Authorization to File Financing Statements. Borrower hereby authorizes
Bank to file financing statements, without notice to Borrower, with all
appropriate jurisdictions to perfect or protect Bank's interest or rights
hereunder, including a notice that any disposition of the Collateral, by either
Borrower or any other Person, shall be deemed to violate the rights of Bank
under the Code. Such financing statements may indicate the Collateral as "all
assets of the Debtor" or words of similar effect, or as being of an equal or
lesser scope, or with greater detail, all in Bank's discretion.

     5    REPRESENTATIONS AND WARRANTIES

          Each Borrower represents and warrants as follows:

     5.1 Due Organization, Authorization; Power and Authority. Each Borrower is
duly existing and in good standing as a Registered Organization in its
jurisdiction of formation and is qualified and licensed to do business and is in
good standing in any jurisdiction in which the conduct of its business or its
ownership of property requires that it be qualified except where the failure to
do so could not reasonably be expected to have a material adverse effect on
Borrower's business. In connection with this Agreement, each Borrower has
delivered to Bank a completed certificate signed by such Borrower, entitled
"Perfection Certificate". Each Borrower represents and warrants to Bank that (a)
such Borrower's exact legal name is that indicated on such Perfection
Certificate and on the signature page hereof; (b) such Borrower is an
organization of the type and is organized in the jurisdiction set forth in its
respective Perfection Certificate; (c) each Perfection Certificate accurately
sets forth such Borrower's organizational identification number or accurately
states that such Borrower has none; (d) each Perfection Certificate accurately
sets forth such Borrower's place of business, or, if more than one, its chief
executive office as well as such Borrower's mailing address (if different than
its chief executive office); (e) each Borrower (and each of its respective
predecessors) has not, in the past five (5) years, changed its jurisdiction of
formation, organizational structure or type, or any organizational number
assigned by its jurisdiction; and (f) all other information set forth on the
Perfection Certificate pertaining to such Borrower and each of its Subsidiaries
is accurate and complete (it being understood and agreed that each Borrower may
from time to time update certain information in the Perfection Certificate after
the Effective Date to the extent permitted by one or more specific provisions in
this Agreement). If any Borrower is not now a Registered Organization but later
becomes one, such Borrower shall promptly notify Bank of such occurrence and
provide Bank with such Borrower's organizational identification number.

     The execution, delivery and performance by Borrower of the Loan Documents
to which it is a party have been duly authorized, and do not (i) conflict with
any of Borrower's organizational documents, (ii) contravene, conflict with,
constitute a default under or violate any material Requirement of Law, (iii)
contravene, conflict or violate any applicable order, writ, judgment,
injunction, decree, determination or award of any Governmental Authority by
which Borrower or any of its Subsidiaries or any of their property or assets may
be bound or affected, (iv) require any action by, filing, registration, or
qualification with, or Governmental Approval from, any Governmental Authority
(except such Governmental Approvals which have already been obtained and are in
full force and effect or (v) constitute an event of default under any material
agreement by which Borrower is bound. Other than defaults of the Borrower under
the Equipment Line that (X) have been previously disclosed to Bank and (Y) have
been waived by Bank, Borrower is not in default under any agreement to which it
is a party or by which it is bound in which the default could reasonably be
expected to have a material adverse effect on Borrower's business.

     5.2 Collateral. Borrower has good title to, has rights in, and the power to
transfer each item of the Collateral upon which it purports to grant a Lien
hereunder, free and clear of any and all Liens except Permitted Liens. Borrower
has no deposit accounts other than the deposit accounts with Bank, the deposit
accounts, if any, described in the Perfection Certificate delivered to Bank in
connection herewith, or of which Borrower has given Bank notice and taken such
actions as are necessary to give Bank a perfected security interest therein. The
Accounts are bona fide, existing obligations of the Account Debtors.

     The Collateral is not in the possession of any third party bailee (such as
a warehouse) except as otherwise provided in the Perfection Certificate. None of
the components of the Collateral shall be maintained at locations other than as
provided in the Perfection Certificate or as permitted pursuant to Section 7.2.
In the event that Borrower, after the date hereof, intends to store or otherwise
deliver any portion of the Collateral to a bailee, then Borrower will first
receive the written consent of Bank and such bailee must execute and deliver a
bailee agreement in form and substance satisfactory to Bank in its sole
discretion.

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     All Inventory is in all material respects of good and marketable quality,
free from material defects.

     Borrower is the sole owner of its intellectual property, except for
non-exclusive licenses granted to its customers in the ordinary course of
business. Each patent is valid and enforceable and no part of the intellectual
property has been judged invalid or unenforceable, in whole or in part, and to
the best of Borrower's knowledge, no claim has been made that any part of the
intellectual property violates the rights of any third party.

     Borrower is not a party to, nor is bound by, any material license or other
agreement with respect to which Borrower is the licensee (a) that prohibits or
otherwise restricts Borrower from granting a security interest in Borrower's
interest in such license or agreement or any other property, or (b) for which a
default under or termination of could interfere with the Bank's right to sell
any Collateral. Borrower shall provide written notice to Bank within ten (10)
days of entering or becoming bound by any such license or agreement which is
reasonably likely to have a material impact on Borrower's business or financial
condition (other than over-the-counter software that is commercially available
to the public). Borrower shall take such steps as Bank requests to obtain the
consent of, or waiver by, any person whose consent or waiver is necessary for
(x) all such licenses or agreements to be deemed "Collateral" and for Bank to
have a security interest in it that might otherwise be restricted or prohibited
by law or by the terms of any such license or agreement, whether now existing or
entered into in the future, and (y) Bank to have the ability in the event of a
liquidation of any Collateral to dispose of such Collateral in accordance with
Bank's rights and remedies under this Agreement and the other Loan Documents.

     5.3 Accounts Receivable; Inventory.

     (a) For each Account with respect to which Advances are requested, on the
date each Advance is requested and made, such Account shall be an Eligible
Account.

     (b) All statements made and all unpaid balances appearing in all invoices,
instruments and other documents evidencing the Eligible Accounts are and shall
be true and correct and all such invoices, instruments and other documents, and
all of Borrower's Books are genuine and in all respects what they purport to be.
Whether or not an Event of Default has occurred and is continuing, Bank may
notify any Account Debtor owing Borrower money of Bank's security interest in
such funds and verify the amount of such Eligible Account. All sales and other
transactions underlying or giving rise to each Eligible Account shall comply in
all material respects with all applicable laws and governmental rules and
regulations. Borrower has no knowledge of any actual or imminent Insolvency
Proceeding of any Account Debtor whose accounts are Eligible Accounts in any
Transaction Report. To the best of Borrower's knowledge, all signatures and
endorsements on all documents, instruments, and agreements relating to all
Eligible Accounts are genuine, and all such documents, instruments and
agreements are legally enforceable in accordance with their terms.

     (c) For any item of Inventory consisting of Eligible Inventory in any
Transaction Report, such Inventory (i) consists of finished goods, in good, new,
and salable condition, which is not perishable, returned, consigned, obsolete,
not sellable, damaged, or defective, and is not comprised of demonstrative or
custom inventory, works in progress, packaging or shipping materials, or
supplies; (ii) meets all applicable governmental standards; (iii) has been
manufactured in compliance with the Fair Labor Standards Act; (iv) is not
subject to any Liens, except the first priority Liens granted or in favor of
Bank under this Agreement or any of the other Loan Documents; and (v) is located
at the locations identified by Borrower in the Perfection Certificate where it
maintains Inventory (or any location permitted under Section 7.2).

     5.4 Litigation. Except as set forth on Schedule 5.4 attached hereto, there
are no actions or proceedings pending or, to the knowledge of the Responsible
Officers, threatened in writing by or against Borrower or any of its
Subsidiaries involving more than One Hundred Thousand Dollars ($100,000).

     5.5 No Material Deviation in Financial Statements. All consolidated
financial statements for Borrower and any of its Subsidiaries delivered to Bank
fairly present in all material respects Borrower's consolidated financial
condition and Borrower's consolidated results of operations. There has not been
any material deterioration in Borrower's consolidated financial condition since
the date of the most recent financial statements submitted to Bank.

     5.6 Solvency. The fair salable value of Borrower's assets (including
goodwill minus disposition costs) exceeds the fair value of its liabilities;
Borrower is not left with unreasonably small capital after the transactions in
this Agreement; and Borrower is able to pay its debts (including trade debts) as
they mature.

                                      -7-
<PAGE>

     5.7 Regulatory Compliance. Borrower is not an "investment company" or a
company "controlled" by an "investment company" under the Investment Company Act
of 1940, as amended. Borrower is not engaged as one of its important activities
in extending credit for margin stock (under Regulations X, T and U of the
Federal Reserve Board of Governors). Borrower has complied in all material
respects with the Federal Fair Labor Standards Act. Neither Borrower nor any of
its Subsidiaries is a "holding company" or an "affiliate" of a "holding company"
or a "subsidiary company" of a "holding company" as each term is defined and
used in the Public Utility Holding Company Act of 2005. Borrower has not
violated any laws, ordinances or rules, the violation of which could reasonably
be expected to have a material adverse effect on its business. None of
Borrower's or any of its Subsidiaries' properties or assets has been used by
Borrower or any Subsidiary or, to the best of Borrower's knowledge, by previous
Persons, in disposing, producing, storing, treating, or transporting any
hazardous substance other than legally. Borrower and each of its Subsidiaries
have obtained all consents, approvals and authorizations of, made all
declarations or filings with, and given all notices to, all Government
Authorities that are necessary to continue their respective businesses as
currently conducted.

     5.8 Subsidiaries; Investments. Borrower does not own any stock, partnership
interest or other equity securities except for Permitted Investments.

     5.9 Tax Returns and Payments; Pension Contributions. Borrower has timely
filed all required tax returns and reports, and Borrower has timely paid all
foreign, federal, state and local taxes, assessments, deposits and contributions
owed by Borrower. Borrower may defer payment of any contested taxes, provided
that Borrower (a) in good faith contests its obligation to pay the taxes by
appropriate proceedings promptly and diligently instituted and conducted, (b)
notifies Bank in writing of the commencement of, and any material development
in, the proceedings, (c) posts bonds or takes any other steps required to
prevent the governmental authority levying such contested taxes from obtaining a
Lien upon any of the Collateral that is other than a "Permitted Lien". 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 all amounts necessary to fund all present pension,
profit sharing and deferred compensation plans in accordance with their terms,
and Borrower has not withdrawn from participation in, and has not permitted
partial or complete termination of, or permitted the occurrence of any other
event with respect to, any such plan which could reasonably be expected to
result in any liability of Borrower, including any liability to the Pension
Benefit Guaranty Corporation or its successors or any other governmental agency.

     5.10 Use of Proceeds. Borrower shall use the proceeds of the Credit
Extensions solely as working capital and to fund its general business
requirements and not for personal, family, household or agricultural purposes.

     5.11 Full Disclosure. No written representation, warranty or other
statement of Borrower in any certificate or written statement given to Bank, as
of the date such representation, warranty, or other statement was made, taken
together with all such written certificates and written statements given to
Bank, contains any untrue statement of a material fact or omits to state a
material fact necessary to make the statements contained in the certificates or
statements not misleading (it being recognized by Bank that the projections and
forecasts provided by Borrower in good faith and based upon reasonable
assumptions are not viewed as facts and that actual results during the period or
periods covered by such projections and forecasts may differ from the projected
or forecasted results).

     6    AFFIRMATIVE COVENANTS

     Borrower shall do all of the following:

     6.1 Government Compliance.

     (a) Maintain its and all its Subsidiaries' legal existence and good
standing in their respective jurisdictions of formation and maintain
qualification in each jurisdiction in which the failure to so qualify would
reasonably be expected to have a material adverse effect on Borrower's business
or operations. Borrower shall comply, and have each Subsidiary comply, with all
laws, ordinances and regulations to which it is subject, noncompliance with
which could have a material adverse effect on Borrower's business.

     (b) Obtain all of the Governmental Approvals necessary for the performance
by Borrower of its obligations under the Loan Documents to which it is a party
and the grant of a security interest to Bank in all of its property. Borrower
shall promptly provide copies of any such obtained Governmental Approvals to
Bank.

                                      -8-
<PAGE>


     6.2 Financial Statements, Reports, Certificates.

     (a) Borrower shall provide Bank with the following:

     (i) monthly within fifteen (15) days after the end of such period (or,
during a Liquidity Event, bi-weekly on the 15th day (or, if not a Business Day,
the Business Day immediately preceding the 15th day) and the last Business Day
of each month), and with each request for a Credit Extension, a Transaction
Report (and any schedules related thereto);

     (ii) within fifteen (15) days after the end of each month, (A) monthly
accounts receivable agings, aged by invoice date, (B) monthly accounts payable
agings, aged by invoice date, backlog reports and outstanding or held check
registers, if any, (C) monthly reconciliations of accounts receivable agings for
accounts under both this agreement and the EXIM Loan Agreement (aged by invoice
date), and the general ledger, (D) monthly inventory reports for Inventory under
both this Agreement and the EXIM Agreement, computed on a first-in, first-out
basis, valued at the lower of cost or market (in accordance with GAAP), or such
other Inventory reports as are requested by Bank in its good faith business
judgment, and (E) outstanding purchase orders;

     (iii) as soon as available, and in any event within thirty (30) days after
the end of each month, monthly unaudited financial statements;

     (iv) within thirty (30) days after the end of each month a monthly
Compliance Certificate signed by a Responsible Officer, 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 Bank shall reasonably request, including, without limitation, a
statement that at the end of such month there were no held checks;

     (v) as soon as available, and in any event within sixty (60) days after the
end of each fiscal year of Borrower, (A) annual operating budgets (including
income statements, balance sheets and cash flow statements, by month) for the
upcoming fiscal year of Borrower, and (B) annual financial projections for the
following fiscal year (on a monthly basis) as approved by Borrower's board of
directors and as amended or modified, together with any related business
forecasts used in the preparation of such annual financial projections;

     (vi) as soon as available, and in any event within one hundred fifty (150)
days following the end of Borrower's fiscal year, annual financial statements
audited by independent certified public accountants acceptable to Bank; and

     (vii) as soon as available, and in any event within fifteen (15) days after
the end of each month (or more frequently upon Bank's request), copies of
account statements for any Deposit Accounts, Securities Accounts or Commodity
Accounts of Borrower held at financial institutions other than Bank (for
clarity, Borrower is permitted to maintain its accounts only in accordance with
Section 6.8 hereof).

     (b) In the event that Borrower becomes subject to the reporting
requirements under the Securities Exchange Act of 1934, as amended, within five
(5) days after filing, all reports on Form 10-K, 10-Q and 8-K filed with the
Securities and Exchange Commission or a link thereto on Borrower's or another
website on the Internet.

     6.3 Accounts Receivable.

     (a) Schedules and Documents Relating to Accounts. Borrower shall deliver to
Bank Transaction Reports and schedules of collections, as provided in Section
6.2, on Bank's standard forms; provided, however, that Borrower's failure to
execute and deliver the same shall not affect or limit Bank's Lien and other
rights in all of Borrower's Accounts, nor shall Bank's failure to advance or
lend against a specific Account affect or limit Bank's Lien and other rights
therein. If requested by Bank, Borrower shall furnish Bank with copies (or, at
Bank's request, originals) of all contracts, orders, invoices, and other similar
documents, and all 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 Accounts. In addition, Borrower shall deliver to Bank, on its
request, the originals of all instruments, chattel paper, security agreements,
guarantees and other documents and property evidencing or securing any Accounts,
in the same form as received, with all necessary endorsements, and copies of all
credit memos.

     (b) Disputes. Borrower shall promptly notify Bank of all disputes or claims
relating to Accounts. Borrower may forgive (completely or partially),
compromise, or settle any Account for less than payment in full, or agree to do
any of the foregoing so long as (i) Borrower does so in good faith, in a
commercially

                                       -9-
<PAGE>

reasonable manner, in the ordinary course of business, in arm's-length
transactions, and reports the same to Bank in the regular reports provided to
Bank; (ii) no Default or Event of Default has occurred and is continuing; and
(iii) after taking into account all such discounts, settlements and forgiveness,
the total outstanding Advances will not exceed the lesser of the Revolving Line
or the aggregate Borrowing Base.

     (c) Collection of Accounts. Borrower shall have the right to collect all
Accounts, unless and until a Default or an Event of Default has occurred and is
continuing. Collections of Accounts shall be deposited by Borrower into a
lockbox account, or such other "blocked account" as Bank may specify, pursuant
to a blocked account agreement in such form as Bank may specify in its good
faith business judgment. Whether or not an Event of Default has occurred and is
continuing, Borrower shall hold all Payments on, and proceeds of, Accounts in
trust for Bank, and Borrower shall immediately deliver all such payments and
proceeds to Bank in their original form, duly endorsed, to be applied to the
Obligations pursuant to the terms of Section 9.4 hereof; provided, however, on
any date in which Liquidity is greater than or equal to Five Million Dollars
($5,000,000.00), and provided no Default has occurred, Bank shall transfer such
amounts on such date to Borrower's Designated Deposit Account.

     (d) Returns. Provided no Event of Default has occurred and is continuing,
if any Account Debtor returns any Inventory to Borrower, Borrower shall promptly
(i) determine the reason for such return, (ii) issue a credit memorandum to the
Account Debtor in the appropriate amount, and (iii) provide a copy of such
credit memorandum to Bank, upon request from Bank. In the event any attempted
return occurs after the occurrence and during the continuance of any Event of
Default, Borrower shall hold the returned Inventory in trust for Bank, and
immediately notify Bank of the return of the Inventory.

     (e) Verification. Bank may, from time to time, verify directly with the
respective Account Debtors the validity, amount and other matters relating to
the Accounts, either in the name of Borrower or Bank or such other name as Bank
may choose.

     (f) No Liability. Bank shall not 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 an Account, or for any error, act,
omission, or delay of any kind occurring in the settlement, failure to settle,
collection or failure to collect any Account, or for settling any Account in
good faith for less than the full amount thereof, nor shall Bank be deemed to be
responsible for any of Borrower's obligations under any contract or agreement
giving rise to an Account. Nothing herein shall, however, relieve Bank from
liability for its own gross negligence or willful misconduct.

     6.4 Remittance of Proceeds. Except as otherwise provided in Section 6.3(c),
deliver, in kind, all proceeds arising from the disposition of any Collateral to
Bank 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 pursuant to the terms of Section 9.4 hereof; provided that, if no
Default or Event of Default has occurred and is continuing, Borrower shall not
be obligated to remit to Bank 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 Bank. Nothing in this Section limits the restrictions on disposition
of Collateral set forth elsewhere in this Agreement.

     6.5 Taxes; Pensions. Timely file, and require each of its Subsidiaries to
timely file, all required tax returns and reports and timely pay, and require
each of its Subsidiaries to timely pay, all foreign, federal, state and local
taxes, assessments, deposits and contributions owed by Borrower and each of its
Subsidiaries, except for deferred payment of any taxes contested pursuant to the
terms of Section 5.9 hereof, and shall deliver to Bank, on demand, appropriate
certificates attesting to such payments, and pay all amounts necessary to fund
all present pension, profit sharing and deferred compensation plans in
accordance with their terms.

     6.6 Access to Collateral; Books and Records. At reasonable times, on one
(1) Business Day's notice (provided no notice is required if an Event of Default
has occurred and is continuing), Bank, or its agents, shall have the right, on a
semi-annual basis (or more frequently, as Bank shall determine necessary in its
sole discretion, or at the direction of EXIM Bank), to inspect the Collateral
and the right to audit and copy Borrower's Books. The foregoing inspections and
audits shall be at Borrower's expense, and the charge therefor shall be $850 per
person per day (or such higher amount as shall represent Bank's then-current
standard charge for the same), plus reasonable out-of-pocket expenses. In the
event Borrower and Bank schedule an audit more than ten (10) days in advance,
and Borrower cancels or seeks to reschedules the audit with less than ten (10)
days written notice to Bank,

                                      -10-
<PAGE>

then (without limiting any of Bank's rights or remedies), Borrower shall pay
Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to
compensate Bank for the anticipated costs and expenses of the cancellation or
rescheduling.

     6.7 Insurance. Keep its business and the Collateral insured for risks and
in amounts standard for companies in Borrower's industry and location and as
Bank may reasonably request. Insurance policies shall be in a form, with
companies, and in amounts that are satisfactory to Bank. All property policies
shall have a loss payable endorsement showing Bank as an additional loss payee
and waive subrogation against Bank, and all liability policies shall show, or
have endorsements showing, Bank as an additional insured. All policies (or the
loss payable and additional insured endorsements) shall provide that the insurer
shall endeavor to give Bank at least twenty (20) days notice before canceling,
amending, or declining to renew its policy. At Bank's request, Borrower shall
deliver certified copies of policies and evidence of all premium payments.
Proceeds payable under any property policy shall, at Bank's option, be payable
to Bank on account of the Obligations. Notwithstanding the foregoing, (a) so
long as no Event of Default has occurred and is continuing, Borrower shall have
the option of applying the proceeds of any casualty policy up to Two Hundred
Fifty Thousand Dollars ($250,000) with respect to any loss, but not exceeding
Five Hundred Thousand Dollars ($500,000) in the aggregate for all losses under
all casualty policies in any one year, toward the replacement or repair of
destroyed or damaged property; provided that any such replaced or repaired
property (i) shall be of equal or like value as the replaced or repaired
Collateral and (ii) shall be deemed Collateral in which Bank has been granted a
first priority security interest, and (b) after the occurrence and during the
continuance of an Event of Default, all proceeds payable under such casualty
policy shall, at the option of Bank, be payable to Bank on account of the
Obligations. If Borrower fails to obtain insurance as required under this
Section 6.7 or to pay any amount or furnish any required proof of payment to
third persons and Bank, Bank may make all or part of such payment or obtain such
insurance policies required in this Section 6.7, and take any action under the
policies Bank deems prudent.

     6.8 Operating Accounts.

     (a) Subject to the following, maintain all of its and all of its
Subsidiaries' operating and other deposit accounts and securities accounts with
Bank and Bank's Affiliates:

     (i) Borrower is permitted to maintain Spire Corporation's account no. 0000
2591 5267 with Bank of America, N.A., provided that the balance in such account
shall at no time exceed Twenty Five Thousand Dollars ($25,000); provided
further, that such balance in such account may exceed such amount only with the
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