AMENDMENT

TO

LOAN AND SECURITY AGREEMENT

THIS AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this [Date], by and between [COMPANY] (“Bank”) and [COMPANY], a California corporation (“Parent” and a “Borrower”) and [COMPANY] (“[COMPANY]” and a “Borrower”and together with Parent, jointly and severally, the “Borrower”) whose address is [Address], [City], [State] [ZIP].

RECITALS

A. Bank and Borrower have entered into that certain Loan and Security Agreement dated as of [Date] (as the same has been or may from time to time be amended, modified, supplemented or restated, the “Loan Agreement”).

B. Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement.

C. Borrower has requested that Bank amend the Loan Agreement, as herein set forth, and Bank has agreed to the same, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.

2. Limited Waiver. Borrower is currently in default under the Loan Agreement for failing to comply with the Minimum Revenue Financial Covenant set forth in Section 6.9(b) of the Loan Agreement (the “Revenue Covenant”) for the compliance period ending [Date] (the “Existing Default”), and Borrower has requested that Bank waive the Existing Default and Bank is agreeable to Borrower’s request subject to the terms and conditions hereof. Therefore, subject to the terms and conditions hereof, Bank does hereby waive the Existing Default. It is understood and agreed, however, that such waiver does not constitute a waiver or forbearance with respect to any other present or future Event of Default whether or not known to Bank and is not a consent to any amendment, waiver or modification of any other term or condition of the Loan Agreement or any other Loan Document.

3. Amendments to Loan Agreement.

3.1 Modified Grant of Security Interest. Concurrently herewith, the definition of “Collateral” is being modified to include Intellectual Property. Therefore, Borrower hereby agrees that, upon the effectiveness of this Amendment, Borrower grants to Bank a continuing security interest in the Collateral (as so modified by this Amendment to include the Intellectual Property assets of the Borrower) to secure the payment and performance in full of all of the Obligations. It is further understood and agreed that such modified definition of Collateral to include Intellectual Property is a modification and may be conditionally further modified pursuant to the terms and conditions set forth in this Amendment in Section 3.9 hereof.