AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (the "Restated Agreement") dated
as of February 16, 2000, between DIRECTRIX, INC., A Delaware corporation (the "Borrower"), and J.
ROGER FAHERTY and DONALD J. MCDONALD, JR. (collectively, the "Original Lenders") and the persons
whose names and addresses appear on attached Schedule 1.01 (collectively, the "New Lenders").
WHEREAS, the Borrower and the Original Lenders are parties to a Loan and Security Agreement dated as of
March 15, 1999, as amended, (the "Original Loan Agreement") that provided for the Original Lenders to loan up
to $1.1 million (the "Original Maximum Amount") to the Borrower;
WHEREAS, the parties desire to set forth the terms of their agreement with respect to the foregoing.Original
Lenders have loaned an aggregate amount equal to the Original Maximum Amount to the Borrower;
WHEREAS, the New Lenders desire to lend and the Borrower desires to borrow an additional aggregate
amount of up to $2.4 million from the New Lenders (the "New Maximum Amount") in one loan or in installments
WHEREAS, the Original Lenders and the New Lenders (collectively, the "Lenders") wish to amend and restate
the Original Loan Agreement to govern the terms and provisions of their loans to the Borrower.
NOW, THEREFORE, in consideration of the Advances made to the Borrower, the parties hereby agree as
TAKEDOWN; REPAYMENT OF THE ADVANCES; GRANT OF SECURITY
SECTION 1.01. LOANS. The Original Lenders have already loaned the Borrower the Maximum Original
Amount. The New Lenders severally agree to make Advances to the Borrower from time to time prior to March
15, 2001 (the period of time ending on March 15, 2001 is referred to as the "Commitment Period") in the
manner set forth in Section 1.03 in an aggregate principal amount at any one time outstanding which does not
exceed the New Maximum Amount.
SECTION 1.02. THE NOTES. The Borrower's obligation to