LOAN AND SECURITY AGREEMENT

A.  

Borrower and Bank have entered into that certain Loan and Security Agreement dated as of July 3, 2008, as amended by that certain Amendment No. 1 to Loan and Security Agreement dated December 18, 2008, and that certain Amendment No. 2 to Loan and Security Agreement and Consent dated May 7, 2009 (as so amended and as may be further amended, restated or modified, the “ Loan Agreement ”), pursuant to which the Bank has agreed to extend and make available to Borrower certain advances of money.

B.  

Borrower now desires that Bank extend the maturity date and make certain other changes, all upon the terms and conditions more fully set forth herein.

C.  

Subject to the representations and warranties of Borrower herein and upon the terms and conditions set forth in this Amendment, Bank is willing to so amend the Loan Agreement.

1.  

Amendments to Loan Agreement .

1.1  

Section 13 (Definitions) .  The following definitions in Section 13.1 of the Loan Agreement are amended in their entirety to read as follows:

1.2  

Section 13 (Definitions) .  The following definition of “Amendment 3 Date” shall be added to Section 13.1 of the Loan Agreement in its alphabetically appropriate position:

1.3  

Exhibit E to Loan Agreement (Compliance Certificate) .  Exhibit E (“Compliance Certificate”) of the Loan Agreement is amended in its entirety by deleting it and replacing it with Exhibit A attached hereto.

2.  

Borrower’s Representations And Warranties .

2.1  

Borrower represents and warrants that:

(a)  

immediately upon giving effect to this Amendment (i) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (ii) no Event of Default has occurred and is continuing;

(b)  

Borrower has the corporate power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;

(c)  

the certificate of incorporation delivered to Bank in connection with this Amendment and the bylaws and other organizational documents of Borrower delivered to Bank in connection with the execution of the Loan Agreement, remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

(d)  

the execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized by all necessary corporate action on the part of Borrower;

(e)  

this Amendment has been duly executed and delivered by the Borrower and is the binding obligation of Borrower, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights; and

(f)  

as of the date hereof, it has no defenses against the obligations to pay any amounts under the Obligations.  Borrower acknowledges that Bank has acted in good faith and has conducted in a commercially reasonable manner its relationships with Borrower in connection with this Amendment and in connection with the Loan Documents.

2.2  

Borrower understands and acknowledges that Bank is entering into this Amendment in reliance upon, and in partial consideration for, the representations and warranties in Section 2.1 , and agrees that such reliance is reasonable and appropriate.

3.  

Limitation .  The amendments set forth in this Amendment shall be limited precisely as written and shall not be deemed (a) to be a waiver or modification of any other term or condition of the Loan Agreement or of any other instrument or agreement referred to therein or to prejudice any right or remedy which Bank may now have or may have in the future under or in connection with the Loan Agreement or any instrument or agreement referred to therein; or (b) to be a consent to any future amendment or modification or waiver to any instrument or agreement the execution and delivery of which is consented to hereby, or to any waiver of any of the provisions thereof.  Except as expressly amended hereby, the Loan Agreement shall continue in full force and effect.  This Amendment is a Loan Document and any breach of this Amendment by Borrower shall be an immediate Event of Default under the Loan Agreement.

4.  

Effectiveness .  This Amendment shall become effective upon the satisfaction of all the following conditions precedent:

4.1  

Amendment .  Borrower and Bank shall have duly executed and delivered this Amendment to Bank.

4.2  

Loan Fees .  Borrower shall have paid to Bank a loan fee in the amount of $25,000.

4.3  

Bank Expenses .  Borrower shall have paid all Bank Expenses incurred through the date of this Amendment.

5.  

Counterparts .  This Amendment may be signed in any number of counterparts, and by different parties hereto in separate counterparts, with the same effect as if the signatures to each such counterpart were