AMENDED PARTICIPATION AGREEMENT
This Amended Participation Agreement (the "Agreement") is made and executed this 31st day of October, 2001
by and between PNC BANK, NATIONAL ASSOCIATION ("Lender") with an office at 1600 Market Street,
Philadelphia, Pennsylvania 19103, Attn: Frank Devine, Assistant Vice President, and FARO
TECHNOLOGIES, INC., with an office at 125 Technology Park, Lake Mary, FL 32746 Attn: Dr. Simon Raab
A. Pursuant to the terms and conditions of a certain Loan Agreement ("Loan Agreement") dated January 28,
1998 and related agreements, instruments and documents, all as amended from time to time (collectively called
the "Credit Documents"), Lender has made loans, advances, and extensions of credit ("Line of Credit") to
Spatialmetrix Corporation ("Borrower") up to a current maximum principal outstanding amount of $2,300,000 at
any one time.
B. Participant acknowledges receipt of copies of the Credit Documents. All capitalized terms used herein without
definition shall have the respective meanings ascribed thereto in the Credit Documents.
C. On April 13, 2001, Lender increased the maximum principal among of the Line of Credit to Three Million
Eight Hundred Thousand Dollars ($3,800,000.00) and Lender and Participant entered into a Participation
Agreement whereby Lender sold and transferred to Participant a participating interest in the Line of Credit
subject to the terms and conditions set forth in the Participation Agreement.
D. Contemporaneously herewith, Lender is further increasing the maximum principal amount of the Line of Credit
to Five Million Three Hundred Thousand ($5,300,000) Dollars. Participant has agreed to purchase and accept
and Lender is willing to sell and transfer to Participant an increased participating interest in the Line of Credit
subject to the terms and conditions hereinafter set forth.
NOW, THEREFORE, with the foregoing Background deemed incorporated herein and made a part hereof, for
good and valuable