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: BOCA RESEARCH, INC. Fed. Tax ID #______________________ By_______________________________ President or Vice President On this ____ day of _______________, 1998, personally came before me ____________________ to me known, who being by me duly sworn, did depose and say that he is the __________________ of ______________________ , the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto, by like order. ------------------------------- Notary Public FINOVA: FINOVA CAPITAL CORPORATION By_______________________________ Title______________________________ Schedule to Loan and Security Agreement Borrower: BOCA RESEARCH, INC. Address: 0000 Xxxxx Xxxxx Road Boca Raton, Florida 33487 Date: November ___, 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. ==================================================================================================================================== DEFINITIONS (SECTION 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. BorrowerWITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES' AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY, IF THE ABOVE WAIVER OF THE RIGHT TO A TRIAL BY JURY IS NOT ENFORCEABLE, THE PARTIES HERETO AGREE THAT ANY AND ALL DISPUTES OR CONTROVERSIES OF ANY NATURE BETWEEN THEM ARISING AT ANY TIME SHALL BE DECIDED BY A REFERENCE TO A PRIVATE JUDGE, MUTUALLY SELECTED BY THE PARTIES (OR, IF THEY CANNOT AGREE, BY THE PRESIDING JUDGE OF THE SANTA CLARA COUNTY, CALIFORNIA SUPERIOR COURT) APPOINTED IN ACCORDANCE WITH XXXXFORNIA CODE OF CIVIL PROCEDURE SECTION 638 (OR PURSUANT TO COMPARABLE PROVISIONS OF FEDERAL LAW IF THE DISPUTE FALLS WITHIN THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURTS), SITTING WITHOUT A JURY, IN SANTA CLARA COUNTY, CALIFORNIA; AND THE PARTIES HEREBY SUBMIT TO THE JURISDXXXXXN OF SUCH COURT. THE REFERENCE PROCEEDINGS SHALL BE CONDUCTED PURSUANT TO AND IN ACCORDANCE WITH THE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SS.SS. 638 THROUGH 645.1, INCLUSIVE. THE PRIVATE JUDGE SHALL HAVE THE XXXXR, AMONG OTHERS, TO GRANT PROVISIONAL RELIEF, INCLUDING WITHOUT LIMITATION, ENTERING TEMPORARY RESTRAINING ORDERS, ISSUING PRELIMINARY AND PERMANENT INJUNCTIONS AND APPOINTING RECEIVERS. ALL SUCH PROCEEDINGS SHALL BE CLOSED TO THE PUBLIC AND CONFIDENTIAL AND ALL RECORDS RELATING THERETO SHALL BE PERMANENTLY SEALED. IF DURING THE COURSE OF ANY DISPUTE, A PARTY DESIRES TO SEEK PROVISIONAL RELIEF, BUT A JUDGE HAS NOT BEEN APPOINTED AT THAT POINT PURSUANT TO THE JUDICIAL REFERENCE PROCEDURES, THEN SUCH PARTY MAY APPLY TO THE SANTA CLARA COUNTY, CALIFORNIA SUPERIOR COURT FOR SUCH RELIEF. THE PROCEEDIXX XXFORE THE PRIVATE JUDGE SHALL BE CONDUCTED IN THE SAME MANNER AS IT WOULD BE BEFORE A COURT UNDER THE RULES OF EVIDENCE APPLICABLE TO JUDICIAL PROCEEDINGS. THE PARTIES SHALL BE ENTITLED TO DISCOVERY WHICH SHALL BE CONDUCTED IN THE SAME MANNER AS IT WOULD BE BEFORE A COURT UNDER THE RULES OF DISCOVERY APPLICABLE TO JUDICIAL PROCEEDINGS. THE PRIVATE JUDGE SHALL OVERSEE DISCOVERY AND MAY ENFORCE ALL DISCOVERY RULES AND ORDER APPLICABLE TO JUDICIAL PROCEEDINGS IN THE SAME MANNER AS A TRIAL COURT JUDGE. THE PARTIES AGREE THAT THE SELECTED OR APPOINTED PRIVATE JUDGE SHALL HAVE THE POWER TO DECIDE ALL ISSUES IN THE ACTION OR PROCEEDING, WHETHER OF FACT OR OF LAW, AND SHALL REPORT A STATEMENT OF DECISION THEREON PURSUANT TO THE CALIFORNIA CODE OF CIVIL PROCEDURE SS. 644(A). NOTHING IN THIS PARAGRAPH SHALL LIMIT THE RIGHT OF ANY PARTY AT ANY TIME TO EXERCISE SELF-HELP REMEDIES, FORECLOSE AGAINST COLLATERAL, OR OBTAIN PROVISIONAL REMEDIES. THE PRIVATE JUDGE SHALL ALSO DETERMINE ALL ISSUES RELATING TO THE APPLICABILITY, INTERPRETATION, AND ENFORCEABILITY OF THIS PARAGRAPH. Guarantor Signature: BOCA RESEARCHSysview Technology, INC. Fed. Tax ID #______________________ By_______________________________ President or Vice President On this ____ day of _______________Inc. By /S/ WILLIAM HAWKINS ------------------------------ Title: COO/CFO ------------------------------ Guarantor Signature: Syscan, 1998, personally came before me ____________________ to me known, who being by me duly sworn, did depose and say that he is the __________________ of ______________________ , the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto, by like order. ------------------------------- Notary Public FINOVAInc. By /S/ WILLIAM HAWKINS ------------------------------ Title: FINOVA CAPITAL CORPORATION By_______________________________ Title______________________________ Schedule to Loan and Security Agreement Borrower: BOCA RESEARCH, INC. Address: 0000 Xxxxx Xxxxx Road Boca Raton, Florida 33487 Date: November ___, 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. ==================================================================================================================================== DEFINITIONS (SECTION 1):COO/CFO ------------------------------

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, SILICON VALLEY BANK CROSS-CORPORATE CONTINUING GUARANTY ARISING OUT OF, OR IN ANY WAY RELATING TO: (i) THIS AGREEMENTGUARANTEE OR ANY SUPPLEMENT OR AMENDMENT THERETO; OR (ii) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN FINOVA SILICON AND BORROWERGUARANTOR ; OR (iii) 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: BOCA RESEARCHXxxxxxx Cardiology Systems, Inc. By /s/ Xxxxxxx Xxxxxxx --------------------------------- Title SVP / CFO / Secretary Guarantor Signature: Xxxxxxx, Inc. By /s/ Xxxxxxx Xxxxxxx --------------------------------- Title SVP / CFO / Secretary CERTIFIED RESOLUTION - GUARANTEE GUARANTOR: XXXXXXX CARDIOLOGY SYSTEMS, INC. Fed. Tax ID #______________________ By_______________________________ President or Vice President On this ____ day of _______________A CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF CALIFORNIA DATE: DECEMBER 30, 1998, personally came before me ____________________ to me known, who being by me duly sworn, did depose and say that he is the __________________ of ______________________ 2002 I, the undersigned, Secretary or Assistant Secretary of the above-named corporation, a corporation described in and which executed organized under the foregoing instrument; that he knows laws of the seal of said corporation; state set forth above, do hereby certify that the seal affixed to said instrument following is such corporate seal; that it was so affixed a full, true and correct copy of resolutions duly and regularly adopted by order of the Board of Directors of said corporation as required by law, and by the by-laws of said corporation, and that he signed his name theretosaid resolutions are still in full force and effect and have not been in any way modified, by like order. ------------------------------- Notary Public FINOVA: FINOVA CAPITAL CORPORATION By_______________________________ Title______________________________ Schedule to Loan and Security Agreement Borrower: BOCA RESEARCHrepealed, INC. Address: 0000 Xxxxx Xxxxx Road Boca Ratonrescinded, Florida 33487 Date: November ___, 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. ==================================================================================================================================== DEFINITIONS (SECTION 1):amended or revoked.

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: BOCA RESEARCH, INC. Fed. Tax ID #______________________ By_______________________________ President or Vice President On this ____ day of _______________, 1998, personally came before me ____________________ to me known, who being by me duly sworn, did depose and say that he is the __________________ of ______________________ , the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto, by like order. ------------------------------- Notary Public PERFORMANCE PRINTING CORPORATION BY: /S/ ----------------------------- PRESIDENT AND CHIEF EXECUTIVE OFFICER FINOVA: FINOVA CAPITAL CORPORATION By_______________________________ Title______________________________ Schedule to Loan and Security Agreement BorrowerBY: BOCA RESEARCH/S/ ----------------------------- TITLE --------------------------- SCHEDULE TO LOAN AND SECURITY AGREEMENT BORROWER: PERFORMANCE PRINTING CORPORATION ADDRESS: 3012 XXXXXXXXX XXXXXX, INC. AddressXXXXX 00000 XXTE: 0000 Xxxxx Xxxxx Road Boca RatonAS OF DECEMBER 19, Florida 33487 Date: November ___, 1998 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): $3,500,000.00 ================================================================================ DEFINITIONS LOANS (SECTION 11.2):

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: (i) THIS AGREEMENTGUARANTEE OR ANY SUPPLEMENT SILICON VALLEY BANK CROSS-CORPORATE CONTINUING GUARANTY OR AMENDMENT THERETO; OR (ii) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN FINOVA SILICON AND BORROWERGUARANTOR ; OR (iii) 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: BOCA RESEARCHXxxxxxx, Inc. By /s/ Xxxxxxx Xxxxxxx --------------------------------- Title SVP / CFO / Secretary CERTIFIED RESOLUTION - GUARANTEE GUARANTOR: XXXXXXX, INC. Fed. Tax ID #______________________ By_______________________________ President or Vice President On this ____ day of _______________A CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE DATE: JANUARY 9, 1998, personally came before me ____________________ to me known, who being by me duly sworn, did depose and say that he is the __________________ of ______________________ 2003 I, the undersigned, Secretary or Assistant Secretary of the above-named corporation, a corporation described in and which executed organized under the foregoing instrument; that he knows laws of the seal of said corporation; state set forth above, do hereby certify that the seal affixed to said instrument following is such corporate seal; that it was so affixed a full, true and correct copy of resolutions duly and regularly adopted by order of the Board of Directors of said corporation as required by law, and by the by-laws of said corporation, and that he signed his name theretosaid resolutions are still in full force and effect and have not been in any way modified, by like order. ------------------------------- Notary Public FINOVA: FINOVA CAPITAL CORPORATION By_______________________________ Title______________________________ Schedule to Loan and Security Agreement Borrower: BOCA RESEARCHrepealed, INC. Address: 0000 Xxxxx Xxxxx Road Boca Ratonrescinded, Florida 33487 Date: November ___, 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. ==================================================================================================================================== DEFINITIONS (SECTION 1):amended or revoked.

MUTUAL WAIVER OF RIGHT TO JURY TRIAL. FINOVA THE LENDER AND THE BORROWER 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: (i) THIS AGREEMENT; OR (ii) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN FINOVA THE LENDER AND THE BORROWER; OR (iii) ANY CONDUCT, ACTS OR OMISSIONS OF FINOVA THE LENDER OR THE BORROWER OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH FINOVA THE LENDER OR THE BORROWER; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. Borrower: BOCA RESEARCHIAC HOLDINGS CORP. By: /s/ James A. Read ------------------------------- Name: James A. Read Title: President Lender: INTERNATIONAL MEZZANINE CAPITAL B.V. By: /s/ Steven Khadavi -------------------------------- Name: Steven Khadavi Xxxle: Attorney-in-Fact SCHEDULE 7.2 Subsidiaries Industrial Acoustics Company, INCInc. EXHIBIT A PROMISSORY NOTE IAC HOLDINGS CORP. FedU.S. $16,918,667 New York, New York March 19, 1998 FOR VALUE RECEIVED, IAC HOLDINGS CORP., a Delaware corporation (the "Borrower"), hereby promises to pay to INTERNATIONAL MEZZANINE CAPITAL B.V. (the "Lender") or its registered assigns, in lawful money of the United States of America in immediately available funds, on the dates and in the amounts set forth in the Agreement (as defined below), the aggregate principal sum of SIXTEEN MILLION NINE HUNDRED EIGHTEEN THOUSAND SIX HUNDRED SIXTY SEVEN U.S. DOLLARS ($16,918,667). Tax ID #______________________ By_______________________________ President or Vice President On this ____ day of _______________, 1998, personally came before me ____________________ The Borrower promises to me known, who being by me duly sworn, did depose pay interest on the aggregate unpaid principal amount hereof in like money from the date hereof until paid at the rates and say that he at the times provided in the Agreement. This Note is the __________________ Promissory Note referred to in the Loan Agreement, dated as of ______________________ March 19, 1998 (the corporation described in "Agreement"), by and which executed between the foregoing instrument; that he knows Borrower and the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporationLender, and that he signed his name thereto, by like orderis entitled to the benefits thereof and shall be subject to the provisions thereof. ------------------------------- Notary Public FINOVA: FINOVA CAPITAL CORPORATION By_______________________________ Title______________________________ Schedule This Note is also entitled to Loan and Security Agreement Borrower: BOCA RESEARCH, INC. Address: 0000 Xxxxx Xxxxx Road Boca Raton, Florida 33487 Date: November ___, 1998 This Schedule forms an integral part the benefits of each of the Loan Documents (as defined in the Agreement). As provided in the Agreement, this Note is subject to mandatory and Security Agreement between voluntary prepayment, in whole or in part. If an Event of Default (as defined in the above Agreement) shall occur and be continuing, the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Agreement. The Borrower and FINOVA Capital Corporation dated hereby waives presentment, demand for payment, protest, notice of dishonor, and, except as expressly set forth in the above dateAgreement, any and all references herein and therein to "other notices or demands of any kind in connection with the delivery, performance, default or enforcement of this Agreement" shall be deemed to refer to said Agreement and to this ScheduleNote. ==================================================================================================================================== DEFINITIONS (SECTION 1):THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. IAC HOLDINGS CORP. By: Name: Title:

MUTUAL WAIVER OF RIGHT TO JURY TRIAL. FINOVA THE LENDER AND THE BORROWER 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: (i) THIS AGREEMENT; OR (ii) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN FINOVA THE LENDER AND THE BORROWER; OR (iii) ANY CONDUCT, ACTS OR OMISSIONS OF FINOVA THE LENDER OR THE BORROWER OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH FINOVA THE LENDER OR THE BORROWER; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. Borrower: BOCA RESEARCHIAC HOLDINGS CORP. By: /s/ James A. Read ---------------------------------- Name: James A. Read Title: President Lender: INTERNATIONAL MEZZANINE CAPITAL B.V. By: /s/ Steven Khadavi ---------------------------------- Name: Steven Khadavi Xxtle: Attorney-in-Fact SCHEDULE 7.2 Subsidiaries Industrial Acoustics Company, INCInc. EXHIBIT A PROMISSORY NOTE IAC HOLDINGS CORP. FedU.S. $16,918,667 New York, New York March 19, 1998 FOR VALUE RECEIVED, IAC HOLDINGS CORP., a Delaware corporation (the "Borrower"), hereby promises to pay to INTERNATIONAL MEZZANINE CAPITAL B.V. (the "Lender") or its registered assigns, in lawful money of the United States of America in immediately available funds, on the dates and in the amounts set forth in the Agreement (as defined below), the aggregate principal sum of SIXTEEN MILLION NINE HUNDRED EIGHTEEN THOUSAND SIX HUNDRED SIXTY SEVEN U.S. DOLLARS ($16,918,667). Tax ID #______________________ By_______________________________ President or Vice President On this ____ day of _______________, 1998, personally came before me ____________________ The Borrower promises to me known, who being by me duly sworn, did depose pay interest on the aggregate unpaid principal amount hereof in like money from the date hereof until paid at the rates and say that he at the times provided in the Agreement. This Note is the __________________ Promissory Note referred to in the Loan Agreement, dated as of ______________________ March 19, 1998 (the corporation described in "Agreement"), by and which executed between the foregoing instrument; that he knows Borrower and the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporationLender, and that he signed his name thereto, by like orderis entitled to the benefits thereof and shall be subject to the provisions thereof. ------------------------------- Notary Public FINOVA: FINOVA CAPITAL CORPORATION By_______________________________ Title______________________________ Schedule This Note is also entitled to Loan and Security Agreement Borrower: BOCA RESEARCH, INC. Address: 0000 Xxxxx Xxxxx Road Boca Raton, Florida 33487 Date: November ___, 1998 This Schedule forms an integral part the benefits of each of the Loan Documents (as defined in the Agreement). As provided in the Agreement, this Note is subject to mandatory and Security Agreement between voluntary prepayment, in whole or in part. If an Event of Default (as defined in the above Agreement) shall occur and be continuing, the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Agreement. The Borrower and FINOVA Capital Corporation dated hereby waives presentment, demand for payment, protest, notice of dishonor, and, except as expressly set forth in the above dateAgreement, any and all references herein and therein to "other notices or demands of any kind in connection with the delivery, performance, default or enforcement of this Agreement" shall be deemed to refer to said Agreement and to this ScheduleNote. ==================================================================================================================================== DEFINITIONS (SECTION 1):THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. IAC HOLDINGS CORP. By: Name: Title:

MUTUAL WAIVER OF RIGHT TO JURY TRIAL. FINOVA LENDER AND BORROWER 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 LENDER AND BORROWER; OR (iiiIII) ANY CONDUCT, ACTS OR OMISSIONS OF FINOVA LENDER OR BORROWER OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH FINOVA LENDER OR BORROWER; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. BorrowerBORROWER: BOCA RESEARCHDATATEC INDUSTRIES INC., INC. Fed. Tax ID #______________________ By_______________________________ President or Vice President On this ____ day of _______________, 1998, personally came before me ____________________ to me known, who being by me duly sworn, did depose and say that he is the __________________ of ______________________ , the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto, by like order. ------------------------------- Notary Public FINOVAA NEW JERSEY CORPORATION BY /S/ JXXXX X. XXXX ------------------------------------------------- LENDER: FINOVA CAPITAL CORPORATION, A DELAWARE CORPORATION By_______________________________ Title______________________________ Schedule BY /S/ T. XXXXX ------------------------------------------------- TITLE VICE PRESIDENT To the extent the foregoing Loan Agreement contains provisions which purport to extend to and bind any of the other Loan Parties, the undersigned hereby adopt and Security Agreement Borrower: BOCA RESEARCHagree to be bound by the terms and provisions of this Loan Agreement, and hereby make and deliver all representations, warranties, and covenants in favor of Lender which by their terms extend to the Loan Parties or any of them. GLASGAL COMMUNICATIONS, INC., A DELAWARE CORPORATION BY /S/ JXXXX X. XXXX ------------------------------------------------- HH COMMUNICATIONS, INC., AN ILLINOIS CORPORATION BY /S/ JXXXX X. XXXX ------------------------------------------------- COMPUTED-AIDED SOFTWARE INTEGRATION, INC., A DELAWARE CORPORATION BY ------------------------------------------------- FINOVA SCHEDULE TO LOAN AND SECURITY AGREEMENT BORROWER: DATATEC INDUSTRIES INC. AddressADDRESS: 0000 Xxxxx Xxxxx Road Boca Raton20 XXXXXXX XXXX XXXXXXXXX, Florida 33487 DateXXX XXXXXX 00000 DATE: November ___MARCH 17, 1998 1997 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): $17,000,000.00 ================================================================================ DEFINITIONS LOANS (SECTION 11.2):