U.S. $7,000,000.00 Boston, Massachusetts As of June 28, 2001
FOR VALUE RECEIVED, the undersigned (the "Borrowers"), jointly and severally, absolutely and
unconditionally promise to pay to the order of Silicon Valley Bank ("Payee") at the head office of Payee at 3003
Tasman Drive, Santa Clara, California 95054:
(a) on June 27, 2002, the principal amount of SEVEN MILLION U.S. DOLLARS (U.S. $7,000,000.00) or, if
less, the aggregate unpaid principal amount of Loans made by the Payee to the Borrowers pursuant to the Loan
and Security Agreement dated as of June 28, 2001, and as may be amended or supplemented from time to time
(the "Loan Agreement"), by and among the Borrowers and the Payee; and
(b) interest on the principal balance hereof from time to time outstanding from the date hereof through and
including the date on which such principal amount is paid in full, at the times and at the rates provided in the Loan
This Note evidences borrowings under, is subject to the terms and conditions of and has been issued by the
Borrowers in accordance with the terms of, the Loan Agreement. The Payee and any holder hereof is entitled to
the benefits and subject to the conditions of the Loan Agreement and may enforce the agreements of the
Borrowers contained therein, and any holder hereof may exercise the respective remedies provided for thereby
or otherwise available in respect thereof, all in accordance with the respective terms thereof.
All capitalized terms used in this Note and not otherwise defined herein shall have the same meanings herein as in
the Loan Agreement.
This Note may be prepaid at any time, without premium or penalty, in whole or in part. Any prepayment of
principal shall be accompanied by a payment of accrued interest in respect of the principal being prepaid.
If any Event of Default shall occur and be continuing, the Payee may declare any or all obligations or liabilities of
the Borrowers to the Payee
(including the unpaid principal