Common use of MUTUAL WAIVER OF RIGHT TO JURY TRIAL Clause in Contracts

MUTUAL WAIVER OF RIGHT TO JURY TRIAL. FINOVA AND BORROWER EACH HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO: (i) THIS AGREEMENT; (ii) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN FINOVA AND BORROWER; OR (iii) ANY CONDUCT, ACTS OR OMISSIONS OF FINOVA OR BORROWER OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH FINOVA OR BORROWER; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. Borrower: Tax Identification No.: 90-0000000 PXXXXXXXXX INDUSTRIES, INC. By: /s/ Mxxxxxx Xxxxxxxx -------------------------------- President or Vice President /s/ Kxxxx X. Xxxxxx (witness) ----------------------------------- Name: Kxxxx X. Xxxxxx FINOVA: FINOVA CAPITAL CORPORATION By /s/ --------------------------------- Title Vice President FINOVA Schedule to Loan and Security Agreement Borrower: Pxxxxxxxxx Industries, Inc. Address: 1000 Xxxxxxxx Xxxxxx Xxxxxx, Xxxxxx 00000 Date: September 19, 1996 This Schedule forms an integral part of the Loan and Security Agreement between the above Borrower and FINOVA Capital Corporation dated the above date, and all references herein and therein to "this Agreement" shall be deemed to refer to said Agreement and to this Schedule. TOTAL FACILITY (Section 1.1): $4,614,800 LOANS (Section 1.2): A term loan against the value of the Collateral in an aggregate outstanding principal amount not to exceed Four Million Six Hundred Fourteen Thousand Eight Hundred Dollars ($4,614,800); provided, that the Loan shall be on such terms as are set forth on a separate promissory note (the "Secured Promissory Note") of Borrower in form and substance satisfactory to FINOVA in its sole discretion. CONDITIONS PRECEDENT (Section 2.1): The obligation of FINOVA to make the Loan hereunder is subject to the fulfillment, to the satisfaction of FINOVA and its counsel, of each of the following conditions, in addition to the conditions set forth in Sections 2.1 and 2.2 above: (a) there shall have been no material adverse change in the business, operations, profits or prospects of Borrower, or in the condition of the assets of Borrower, between June 30, 1996 and the date hereof. Borrower shall cause the conditions precedent set forth in Section 2.1 of this Agreement and set forth above in this Schedule to be satisfied on or before September 30, 1996. INTEREST AND FEES (Section 3.1):

MUTUAL WAIVER OF RIGHT TO JURY TRIAL. FINOVA SILICON AND BORROWER EACH GUARANTOR HEREBY WAIVES WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION ACTION, CLAIM, LAWSUIT OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO: (iI) THIS AGREEMENTGUARANTEE OR ANY SUPPLEMENT OR AMENDMENT THERETO; OR (iiII) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN FINOVA SILICON AND BORROWERGUARANTOR ; OR (iiiIII) ANY BREACH, CONDUCT, ACTS OR OMISSIONS OF FINOVA SILICON OR BORROWER GUARANTOR OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS PERSON AFFILIATED WITH FINOVA OR BORROWERREPRESENTING SILICON OR GUARANTOR; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. BorrowerGuarantor Signature: Tax Identification No.Silicon Gaming, Inc. By /S/ Xxxxxx X. Xxxxxx ____________________________ Title President & CEO See attached page for additional Guarantor signatures ________________________________________________________________ Signature Page attached to and forming part of Cross-Corporate Continuing Guaranty in favor of Silicon Valley Bank dated June 30, 1999. Guarantors: 90-0000000 PXXXXXXXXX INDUSTRIESSILICON GAMING - COLORADO, INC. By: SILICON GAMING - ILLINOIS, INC /s/ Mxxxxxx Xxxxxxxx -------------------------------- Xxxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxx By _______________________________ By ________________________________ President or Vice President President or Vice President By _______________________________ By ________________________________ Secretary or Ass't Secretary Secretary or Ass't Secretary SILICON GAMING - INDIANA, INC. SILICON GAMING - IOWA, INC. /s/ Kxxxx Xxxxxx X. Xxxxxx (witness) ----------------------------------- Name: Kxxxx /s/ Xxxxxx X. Xxxxxx FINOVA: FINOVA CAPITAL CORPORATION By ______________________________ By _______________________________ President or Vice President President or Vice President By ______________________________ By _______________________________ Secretary or Ass't Secretary Secretary or Ass't Ssecretary SILICON GAMING - KANSAS, INC. SILICON GAMING - LOUISIANA, INC. /s/ Xxxxxx X. Xxxxxx By /s/ --------------------------------- Title Xxxxxx X. Xxxxxx By ______________________________ _______________________________ President or Vice President FINOVA Schedule to Loan and Security Agreement Borrower: Pxxxxxxxxx IndustriesPresident or Vice President By ______________________________ BY _______________________________ Secretary or Ass't Secretary Secretary or Ass't Secretary SILICON GAMING - NEVADA, Inc. Address: 1000 Xxxxxxxx INC. SILICON GAMING - MICHIGAN, INC. By /s/ Xxxxxx XxxxxxX. Xxxxxx BY /s/ Xxxxxx X. Xxxxxx _______________________________ _______________________________ President or Vice President President or Vice President By_______________________________ BY _______________________________ Secretary or Ass't Secretary Secretary or Aass't Secretary SILICON GAMING - MINNESOTA, INC. SILICON GAMING - MISSISSIPPI, INC. /s/ Xxxxxx 00000 Date: September 19X. Xxxxxx /s/ Xxxxxx X. Xxxxxx By ______________________________ By _______________________________ President or vice president President or Vice President By ______________________________ By _______________________________ Secretary or Ass't Secretary Secretary or Ass't Secretary SILICON GAMING - MISSOURI, 1996 This Schedule forms an integral part of the Loan and Security Agreement between the above Borrower and FINOVA Capital Corporation dated the above dateINC. SILICON GAMING NEW JERSEY, and all references herein and therein to "this Agreement" shall be deemed to refer to said Agreement and to this ScheduleINC. TOTAL FACILITY (Section 1.1): $4,614,800 LOANS (Section 1.2): A term loan against the value of the Collateral in an aggregate outstanding principal amount not to exceed Four Million Six Hundred Fourteen Thousand Eight Hundred Dollars ($4,614,800); provided/s/ Xxxxxx X. Xxxxxx BY /s/ XXXXXX X. XXXXXX ______________________________ _______________________________ By President or Vice President President or Vice President BY________________________________ By _______________________________ Secretary or Ass't Secretary Secretary or Ass't Secretary SILICON GAMING NEW MEXICO, that the Loan shall be on such terms as are set forth on a separate promissory note (the "Secured Promissory Note") of Borrower in form and substance satisfactory to FINOVA in its sole discretionINC. CONDITIONS PRECEDENT (Section 2.1): The obligation of FINOVA to make the Loan hereunder is subject to the fulfillment, to the satisfaction of FINOVA and its counsel, of each of the following conditions, in addition to the conditions set forth in Sections 2.1 and 2.2 above: (a) there shall have been no material adverse change in the business, operations, profits /s/ Xxxxxx X. Xxxxxx By ______________________________ President or prospects of Borrower, Vice president BY ______________________________ Secretary or in the condition of the assets of Borrower, between June 30, 1996 and the date hereof. Borrower shall cause the conditions precedent set forth in Section 2.1 of this Agreement and set forth above in this Schedule to be satisfied on or before September 30, 1996. INTEREST AND FEES (Section 3.1):Ass't Secretary

MUTUAL WAIVER OF RIGHT TO JURY TRIAL. FINOVA AGENT AND BORROWER PLEDGOR EACH HEREBY WAIVES WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO: (iI) THIS AGREEMENT; OR (iiII) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN FINOVA AGENT AND BORROWERPLEDGOR; OR (iiiIII) ANY CONDUCT, ACTS OR OMISSIONS OF FINOVA AGENT OR BORROWER PLEDGOR OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH FINOVA AGENT OR BORROWERPLEDGOR; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. BorrowerPLEDGOR: Tax Identification No.: 90-0000000 PXXXXXXXXX INDUSTRIESSMALL WORLD KIDS, INC. ByBY --------------------------------------------------- NAME ------------------------------------------------- TITLE ------------------------------------------------ AGENT: /s/ Mxxxxxx Xxxxxxxx -------------------------------- President or Vice President /s/ Kxxxx X. Xxxxxx (witness) ----------------------------------- Name: Kxxxx X. Xxxxxx FINOVA: FINOVA CAPITAL PNC BANK, NATIONAL ASSOCIATION BY --------------------------------------------------- NAME ------------------------------------------------- TITLE ------------------------------------------------ -2- GUARANTY BUSINESS CREDIT CORPORATION By /s/ --------------------------------- Title Vice President FINOVA Schedule PLEDGE AGREEMENT -------------------------------------------------------------------------------- EXHIBIT A 8,333 shares of Common Stock of Small World Toys The Securities with respect to Loan which Pledgor is providing Agent a first-priority security interest, and Security Agreement Borrower: Pxxxxxxxxx Industries, Inc. Address: 1000 Xxxxxxxx Xxxxxx Xxxxxx, Xxxxxx 00000 Date: September 19, 1996 This Schedule forms an integral part possession of the Loan and Security Agreement between the above Borrower and FINOVA Capital Corporation dated the above datestock certificates, and all references herein and therein to "this Agreement" shall be deemed to refer to said Agreement and to this Schedule. TOTAL FACILITY (Section 1.1): $4,614,800 LOANS (Section 1.2): A term loan against the value do not as of the Collateral in an aggregate date hereof constitute 100% of the outstanding principal amount not to exceed Four Million Six Hundred Fourteen Thousand Eight Hundred Dollars ($4,614,800); providedcapital stock of Borrower, that because 1,667 shares of the Loan shall be on such terms as are set forth on a separate promissory note Common Stock of Small World Toys (the "Prior Pledged Shares") have been pledged to Exxx Xxxxxxxxxx to secure two Secured Promissory Note") of Borrower in form and substance satisfactory Notes payable to FINOVA in its sole discretion. CONDITIONS PRECEDENT (Section 2.1): The obligation of FINOVA to make the Loan hereunder is subject to the fulfillmentExxx Xxxxxxxxxx, to the satisfaction of FINOVA and its counselboth dated May 20, of each of the following conditions2004, in addition to the conditions set forth in Sections 2.1 principal amounts of $500,000 and 2.2 above: (a) there $1,000,000, respectively. Pledgor represents, warrants and covenants that Agent shall have been no material adverse change a security interest in the businessPrior Pledged Shares, operationssubject only to such security interest granted to Exxx Xxxxxxxxxx, profits or prospects and Pledgor agrees that, immediately upon the payment of Borrowersuch notes, or in Pledgor shall provide the condition stock certificates evidencing the Prior Pledged Shares to Agent, together with duly executed instruments of the assets of Borrower, between June 30, 1996 and the date hereof. Borrower shall cause the conditions precedent set forth in Section 2.1 of this Agreement and set forth above in this Schedule to be satisfied on or before September 30, 1996. INTEREST AND FEES (Section 3.1):assignment thereof.

MUTUAL WAIVER OF RIGHT TO JURY TRIAL. FINOVA AND BORROWER EACH HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO: (i) THIS AGREEMENT; (ii) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN FINOVA AND BORROWER; OR (iii) ANY CONDUCT, ACTS OR OMISSIONS OF FINOVA OR BORROWER OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH FINOVA OR BORROWER; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. Borrower: Tax Identification No.: 901-0000000 PXXXXXXXXX INDUSTRIES800 AUTO TOW, INC. Fed. Tax I.D. # 00-0000000 By:/s/ Xxxxxx X. Xxxxxxx ------------------------ Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President and Chief Operating Officer Signed, sealed and delivered in the presence of: /s/ Xxxxx Xxxxx --------------- Notary Public D&D TOWING & RECOVERY, INC. Fed. Tax I.D. # 00-0000000 By: /s/ Mxxxxxx Xxxxxxxx -------------------------------- President or Vice President /s/ Kxxxx Xxxxxx X. Xxxxxx (witness) ----------------------------------- Xxxxxxx ------------------------- Name: Kxxxx Xxxxxx X. Xxxxxx FINOVAXxxxxxx Title: FINOVA CAPITAL CORPORATION By /s/ --------------------------------- Title Vice President FINOVA Schedule to Loan Signed, sealed and Security Agreement Borrower: Pxxxxxxxxx Industries, Inc. Address: 1000 Xxxxxxxx Xxxxxx Xxxxxx, Xxxxxx 00000 Date: September 19, 1996 This Schedule forms an integral part of the Loan and Security Agreement between the above Borrower and FINOVA Capital Corporation dated the above date, and all references herein and therein to "this Agreement" shall be deemed to refer to said Agreement and to this Schedule. TOTAL FACILITY (Section 1.1): $4,614,800 LOANS (Section 1.2): A term loan against the value of the Collateral in an aggregate outstanding principal amount not to exceed Four Million Six Hundred Fourteen Thousand Eight Hundred Dollars ($4,614,800); provided, that the Loan shall be on such terms as are set forth on a separate promissory note (the "Secured Promissory Note") of Borrower in form and substance satisfactory to FINOVA in its sole discretion. CONDITIONS PRECEDENT (Section 2.1): The obligation of FINOVA to make the Loan hereunder is subject to the fulfillment, to the satisfaction of FINOVA and its counsel, of each of the following conditions, in addition to the conditions set forth in Sections 2.1 and 2.2 above: (a) there shall have been no material adverse change delivered in the businesspresence of: /s/ Xxxxx Xxxxx --------------- Notary Public XXXXXX & XXXXXXX, operationsINC. Fed. Tax I.D. # 00-0000000 By: /s/ Xxxxxx X. Xxxxxxx ------------------------- Name: Xxxxxx X. Xxxxxxx Title: President Signed, profits or prospects of Borrower, or sealed and delivered in the condition of presence of: /s/ Xxxxx Xxxxx --------------- Notary Public 1-800-AUTOTOW GULF COAST EAST, INC. Fed. Tax I.D. # 00-0000000 By: /s/ Xxxxxx X. Xxxxxxx ------------------------- Name: Xxxxxx X. Xxxxxxx Title: President Signed, sealed and delivered in the assets of Borrower, between June 30, 1996 and the date hereof. Borrower shall cause the conditions precedent set forth in Section 2.1 of this Agreement and set forth above in this Schedule to be satisfied on or before September 30, 1996. INTEREST AND FEES (Section 3.1):presence of: /s/ Xxxxx Xxxxx --------------- Notary Public

MUTUAL WAIVER OF RIGHT TO JURY TRIAL. FINOVA AND BORROWER EACH HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO: (i) THIS AGREEMENT; (ii) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN FINOVA AND BORROWER; OR (iii) ANY CONDUCT, ACTS OR OMISSIONS OF FINOVA OR BORROWER OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH FINOVA OR BORROWER; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. BorrowerBORROWER: Tax Identification NoPLAY CO. TOYS & ENTERTAINMENT CORP., a Delaware corporation Witness: 90-0000000 PXXXXXXXXX INDUSTRIESXxxxxx Xxxxxxxx, INCEsq. By: /s/ Mxxxxxx Xxxxxxxx -------------------------------- President or Vice President /s/ Kxxxx Xxxxx X. Xxxxxx (witness) ----------------------------------- Print Name: Kxxxx Name: Xxxxx X. Xxxxxx Its: Secretary FINOVA: FINOVA CAPITAL CORPORATION By /s/ --------------------------------- Title CORPORATION, a Delaware corporation By: Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Its: Assistant Vice President STATE OF ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this _____ day of January 1998, by __________________________, the _____________________ of PLAY CO. TOYS & ENTERTAINMENT CORP., a Delaware corporation, on behalf of the corporation Notary Public My Commission Expires: FINOVA Loan and Security Agreement EXHIBIT 10.91 SCHEDULE TO LOAN AND SECURITY AGREEMENT Schedule to Loan and Security Agreement Borrower: Pxxxxxxxxx IndustriesPlay Co. Toys & Entertainment Corp., Inc. a Delaware corporation Address: 1000 Xxxxxxxx Xxxxxx 000 Xxxxxxxxx Xxxxx Xxx Xxxxxx, Xxxxxx Xxxxxxxxxx 00000 Date: September 19January 21, 1996 1998 This Schedule forms an integral part of the Loan and Security Agreement between the above Borrower and FINOVA Capital Corporation dated the above date, and all references herein and therein to this "this Agreement" shall be deemed to refer to said Agreement and to this Schedule. TOTAL FACILITY (Section 1.1): $4,614,800 LOANS (Section 1.2): A term loan against the value of the Collateral in an aggregate outstanding principal amount not to exceed Four Million Six Hundred Fourteen Thousand Eight Hundred Dollars ($4,614,800); provided, that the Loan shall be on such terms as are set forth on a separate promissory note (the "Secured Promissory Note") of Borrower in form and substance satisfactory to FINOVA in its sole discretion. CONDITIONS PRECEDENT (Section SECTION 2.1): The obligation of FINOVA to make the Loan hereunder is subject to the fulfillment, to the satisfaction of FINOVA and its counsel, of each of the following conditions, in addition to the conditions set forth in Sections 2.1 and 2.2 above: (a) there shall have been no material adverse change in the business, operations, profits or prospects of Borrower, or in the condition of the assets of Borrower, between June 30, 1996 and the date hereof. Borrower shall cause the conditions precedent set forth in Section 2.1 of this Agreement and set forth above in this Schedule to be satisfied on or before September 30, 1996. INTEREST AND FEES (Section 3.1):

MUTUAL WAIVER OF RIGHT TO JURY TRIAL. FINOVA AND BORROWER EACH HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO: (i) THIS AGREEMENT; (ii) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN FINOVA AND BORROWER; OR (iii) ANY CONDUCT, ACTS OR OMISSIONS OF FINOVA OR BORROWER OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH FINOVA OR BORROWER; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. Borrower[SIGNATURE PAGE FOLLOWS] FINOVA Loan and Security Agreement ---------------------------------------------------------------------- [SIGNATURE PAGE TO LOAN AND SECURITY AGREEMENT] BORROWER: Tax Identification No.FINOVA: 90-0000000 PXXXXXXXXX INDUSTRIES, JAY JACOBS INC. By: /s/ Mxxxxxx Xxxxxxxx -------------------------------- President or Vice President /s/ Kxxxx X. Xxxxxx (witness) ----------------------------------- Name: Kxxxx X. Xxxxxx FINOVA: FINOVA CAPITAL CORPORATION Fed. Tax XX # 00-0698077 By /s/ --------------------------------- WILLIAM L. LAWRENCE By /s/ PXXXXX XXXX ------------------------------- ------------------------------- Executive Vice President/CFO Title Vice President Borrower's address for notices: FINOVA's address for notices: Jay Jacobs, Inc. FINOVA Capital Corporation 355 South Grand Avenue 1530 Fifth Avenue Suite 2400 Xxx Xxxxxxx, XX 00000 Xxxxxxx, Xxxxxxxxxx 00000 Xxxx: Xxxx Xxxxxx xxx Xxxxxxx Xxxxxex Facsxxxxx: (000) 625-2486 Attn: William L. Lawrence wixx x xxxx xx: Xxxxxmile 206-621-9830 --------------- XXXOVA Capital Corporation 01/98 1850 North Central Avenue Phoenix, AX 00000 Xxxx: Xxxxxx X'Xxxxx, Xxx. Facsimile: (602) 000-0000 Schedule to Loan and Security Agreement Borrower: Pxxxxxxxxx IndustriesJAY JACOBS, Inc. INC. Address: 1000 1530 Fifth Avenue Seattle, WA 98101 Xxxx: May 29, 1998 Thix Xxxxxxxx Xxxxxx Xxxxxx, Xxxxxx 00000 Date: September 19, 1996 This Schedule forms an integral part of the Loan xxxxx xx xxxxxxxx xxxx xx xxx Xxxx and Security Agreement between the above Borrower and FINOVA Capital Corporation dated the above date, and all references herein and therein to "this Agreement" shall be deemed to refer to said Agreement and to this Schedule. TOTAL FACILITY ================================================================================ DEFINITIONS (Section 1.1): $4,614,800 LOANS (Section 1.2): A term loan against the value of the Collateral in an aggregate outstanding principal amount not to exceed Four Million Six Hundred Fourteen Thousand Eight Hundred Dollars ($4,614,800); provided, that the Loan shall be on such terms as are set forth on a separate promissory note (the "Secured Promissory Note") of Borrower in form and substance satisfactory to FINOVA in its sole discretion. CONDITIONS PRECEDENT (Section 2.1): The obligation of FINOVA to make the Loan hereunder is subject to the fulfillment, to the satisfaction of FINOVA and its counsel, of each of the following conditions, in addition to the conditions set forth in Sections 2.1 and 2.2 above: (a) there shall have been no material adverse change in the business, operations, profits or prospects of Borrower, or in the condition of the assets of Borrower, between June 30, 1996 and the date hereof. Borrower shall cause the conditions precedent set forth in Section 2.1 of this Agreement and set forth above in this Schedule to be satisfied on or before September 30, 1996. INTEREST AND FEES (Section 3.1SECTION 1):

MUTUAL WAIVER OF RIGHT TO JURY TRIAL. FINOVA AND BORROWER EACH ------------------------------------- HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO: (i) THIS AGREEMENT; (ii) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN FINOVA AND BORROWER; OR (iii) ANY CONDUCT, ACTS OR OMISSIONS OF FINOVA OR BORROWER OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH FINOVA OR BORROWER; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. Borrower: UTILX Corporation, a Delaware Corporation Fed. Tax Identification No.: 90ID # 00-0000000 PXXXXXXXXX INDUSTRIESBy /s/ Xxxxxxx X. Xxxxxxxxx -------------------------------------- Xxxxxxx X. Xxxxxxxxx, INC. By: /s/ Mxxxxxx Xxxxxxxx -------------------------------- President or Vice President /s/ Kxxxx X. Xxxxxx (witness) ----------------------------------- Name: Kxxxx X. Xxxxxx [ADD NOTARY HERE FOR BORROWER] FINOVA: FINOVA CAPITAL CORPORATION By /s/ --------------------------------- Xxxx Xxxxxxxx ------------------------------------------- Title Vice President FINOVA President, Western Portfolio Manager ----------------------------------------- Schedule to Loan and Security Agreement Borrower: Pxxxxxxxxx Industries, Inc. UTILX Corporation Address: 1000 Xxxxxxxx Xxxxxx Xxxxxx00000 Xxxxxxx Xxxx, Xxxxxx 00000 Kent, WA 98032 Date: September 19April 20, 1996 1999 This Schedule forms an integral part of the Loan and Security Agreement between the above Borrower and FINOVA Capital Corporation dated the above date, and all references herein and therein to "this Agreement" shall be deemed to refer to said Agreement and to this Schedule. TOTAL FACILITY ================================================================================ DEFINITIONS (Section 1.1): $4,614,800 LOANS (Section 1.2): A term loan against the value of the Collateral in an aggregate outstanding principal amount not to exceed Four Million Six Hundred Fourteen Thousand Eight Hundred Dollars ($4,614,800); provided, that the Loan shall be on such terms as are set forth on a separate promissory note (the "Secured Promissory Note") of Borrower in form and substance satisfactory to FINOVA in its sole discretion. CONDITIONS PRECEDENT (Section 2.1): The obligation of FINOVA to make the Loan hereunder is subject to the fulfillment, to the satisfaction of FINOVA and its counsel, of each of the following conditions, in addition to the conditions set forth in Sections 2.1 and 2.2 above: (a) there shall have been no material adverse change in the business, operations, profits or prospects of Borrower, or in the condition of the assets of Borrower, between June 30, 1996 and the date hereof. Borrower shall cause the conditions precedent set forth in Section 2.1 of this Agreement and set forth above in this Schedule to be satisfied on or before September 30, 1996. INTEREST AND FEES (Section 3.1SECTION 1):

MUTUAL WAIVER OF RIGHT TO JURY TRIAL. FINOVA AND BORROWER EACH HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO: (iI) THIS AGREEMENT; (iiII) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN FINOVA AND BORROWER; OR (iiiIII) ANY CONDUCT, ACTS OR OMISSIONS OF FINOVA OR BORROWER OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH FINOVA OR BORROWER; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. BorrowerBORROWER: Tax Identification No.: 90-0000000 PXXXXXXXXX INDUSTRIESAMERICAN FACTORS GROUP, INC. By: /s/ Mxxxxxx Xxxxxxxx -------------------------------- FED. TAX ID # 00-0000000 BY_______________________________ PRESIDENT OR VICE PRESIDENT On this 8th day of May, 1998 before me personally came Xxxxxxxxx Xxxxxx who stated that he is the President or Vice President /s/ Kxxxx X. Xxxxxx (witness) ----------------------------------- Name: Kxxxx X. Xxxxxx of American Factors Group, Inc. and who executed the foregoing Loan and Security Agreement in his capacity as such officer by order of its Board of Directors. ---------------------------- Notary Public NOTARY PUBLIC, XXXXXXX COUNTY,GEORGIA MY COMMISSION EXPIRES FEB. 25, 2000 FINOVA: FINOVA CAPITAL CORPORATION By /s/ --------------------------------- Title Vice President FINOVA Schedule to Loan and Security Agreement BorrowerBY_______________________________ TITLE______________________________ SCHEDULE TO LOAN AND SECURITY AGREEMENT BORROWER: Pxxxxxxxxx IndustriesAMERICAN FACTORS GROUP, Inc. AddressINC. ADDRESS: 1000 Xxxxxxxx Xxxxxx Xxxxxx0000 XXXXXXXXX XXXXXXXXX, Xxxxxx 00000 DateXXXXX 000 XXXX XXXXX, XX DATE: September 19MAY ____, 1996 1998 This Schedule forms an integral part of the Loan and Security Agreement between the above Borrower and FINOVA Capital Corporation dated the above date, and all references herein and therein to "this Agreement" shall be deemed to refer to said Agreement and to this Schedule. TOTAL FACILITY =============================================================================== DEFINITIONS (Section 1.1): $4,614,800 LOANS (Section 1.2): A term loan against the value of the Collateral in an aggregate outstanding principal amount not to exceed Four Million Six Hundred Fourteen Thousand Eight Hundred Dollars ($4,614,800); provided, that the Loan shall be on such terms as are set forth on a separate promissory note (the "Secured Promissory Note") of Borrower in form and substance satisfactory to FINOVA in its sole discretion. CONDITIONS PRECEDENT (Section 2.1): The obligation of FINOVA to make the Loan hereunder is subject to the fulfillment, to the satisfaction of FINOVA and its counsel, of each of the following conditions, in addition to the conditions set forth in Sections 2.1 and 2.2 above: (a) there shall have been no material adverse change in the business, operations, profits or prospects of Borrower, or in the condition of the assets of Borrower, between June 30, 1996 and the date hereof. Borrower shall cause the conditions precedent set forth in Section 2.1 of this Agreement and set forth above in this Schedule to be satisfied on or before September 30, 1996. INTEREST AND FEES (Section 3.1SECTION 1):

MUTUAL WAIVER OF RIGHT TO JURY TRIAL. FINOVA AND BORROWER EACH PARTY TO THIS AGREEMENT HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO: (i) THIS AGREEMENTAGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS; OR (ii) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN FINOVA AND BORROWEROR AMONG THEM; OR (iii) ANY CONDUCT, ACTS OR OMISSIONS OF FINOVA OR BORROWER ANY PARTY TO THIS AGREEMENT OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH FINOVA OR BORROWERTHEM; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. BorrowerBORROWER: Tax Identification No.TBCC: 90-0000000 PXXXXXXXXX INDUSTRIESREPEATER TECHNOLOGIES, INC. By: TRANSAMERICA BUSINESS CREDIT CORPORATION By /s/ Mxxxxxx Xxxxxxx X. Xxxxxxxx -------------------------------- By /s/ XXXXX X. XXXXXX --------------------------------- ------------------------------------ President or Vice President /s/ Kxxxx Xxxxx X. Xxxxxx (witness) ----------------------------------- Name: Kxxxx X. Xxxxxx FINOVA: FINOVA CAPITAL CORPORATION By /s/ --------------------------------- Title Vice President FINOVA Schedule to By /s/ Xxxxxxx X. Xxxxxxxx --------------------------------- Secretary or Ass't Secretary EXHIBIT A BANK ACCOUNTS, OTHER DEPOSIT ACCOUNTS AND INVESTMENT ACCOUNTS SILICON VALLEY BANK Cash Reserve account - Account no - 401508870 Money Market account Account no - 401508875 Checking account Account no - 401508870 EXHIBIT B [TRANSAMERICA BUSINESS CREDIT LETTERHEAD] VIA FEDERAL EXPRESS ------------------- June 25, 2001 Elif Kuvvetli Corporate Controller Repeater Technologies, Inc. 0000 Xxxxx Xxxxxx Sunnyvale, California 94089 Re: Loan and Security Agreement Borrower: Pxxxxxxxxx Industriesdated July 8, 1999 executed by Repeater Technologies, Inc. Address: 1000 Xxxxxxxx Xxxxxx Xxxxxx("Repeater") and Transamerica Business Credit Corporation ("TBCC") (together with all documents and agreements executed in connection therewith, Xxxxxx 00000 Date: September 19, 1996 This Schedule forms an integral part of hereinafter referred to as the "Loan and Security Agreement between the above Borrower and FINOVA Capital Corporation dated the above date, and all references herein and therein to Agreement"this Agreement" shall be deemed to refer to said Agreement and to this Schedule. TOTAL FACILITY (Section 1.1): $4,614,800 LOANS (Section 1.2): A term loan against the value of the Collateral in an aggregate outstanding principal amount not to exceed Four Million Six Hundred Fourteen Thousand Eight Hundred Dollars ($4,614,800); provided, that all capitalized terms not otherwise defined herein shall have the Loan shall be on such terms as are set forth on a separate promissory note (the "Secured Promissory Note") of Borrower in form and substance satisfactory to FINOVA in its sole discretion. CONDITIONS PRECEDENT (Section 2.1): The obligation of FINOVA to make the Loan hereunder is subject to the fulfillment, to the satisfaction of FINOVA and its counsel, of each of the following conditions, in addition to the conditions meanings set forth in Sections 2.1 and 2.2 above: (a) there shall have been no material adverse change in the business, operations, profits or prospects of Borrower, or in the condition of the assets of Borrower, between June 30, 1996 and the date hereof. Borrower shall cause the conditions precedent set forth in Section 2.1 of this Agreement and set forth above in this Schedule to be satisfied on or before September 30, 1996. INTEREST AND FEES (Section 3.1):Loan Agreement.