This Participation Agreement (the "Agreement") is made and executed this 13th day of April, 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, President and CEO ("Participant").
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. Contemporaneously herewith, Lender is increasing the maximum principal amount of the Line of Credit to
Three Million Eight Hundred Thousand ($3,800,000) Dollars. Participant has agreed to purchase and accept and
Lender is willing to sell and transfer to Participant a 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 consideration the receipt of which is hereby acknowledged, and intending to be legally bound,
the parties hereby covenant and agree as follows:
1. Pursuant and subject to the terms hereof, Lender hereby sells, extends and transfers to Participant and
Participant hereby purchases and accepts from Lender an undivided participating interest in the Line of Credit
("Participation Share") in an amount equal to th