Consent and Waiver

TO: [Name of Borrower]

WHEREAS:

(A) Pursuant to a [Type of Agreement (ie. Loan Agreement)] (the "Credit Agreement") dated
[Date of Agreement (ie. July 31, 2002)] between [Name of Creditor] (the "Creditor") and
[Name of Borrower] (the "Borrower"), the Creditor extended a credit facility to the
Borrower in the amount of [Amount of Credit Facility (ie. $100,000.00)];

(B) On or about the date hereof, [Name of Party Acquiring Control of Borrower] acquired all
of the issued and outstanding capital stock of the Borrower (the "Acquisition");

(C) Under the terms of the Credit Agreement, the Acquisition constitutes a default (the
"Default"), unless the prior written consent of the Creditor is obtained;

(D) The Borrower has requested that the Creditor consent to the Acquisition and waive the
Default; and

(E) The Creditor is willing to consent to the Acquisition and to waive the Default subject to
the terms and conditions of this Consent and Waiver;

NOW THEREFORE in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby
agree as follows:

1. The Creditor hereby consents to the Acquisition and waives the Default.

2. Nothing contained in this Consent and Waiver shall be construed or interpreted as

constituting (i) a consent by Creditor to any other transaction or event other than the
Acquisition, or (ii) a waiver of any breach by Borrower of any term or condition of the
Credit Agreement; or (iii) a waiver of any right to terminate the Credit Agreement other
than the Default.

3. Except as specifically set forth herein, no other changes or modifications to the Credit
Agreement are intended or implied, and in all other respects the Credit Agreement
remains in full force and effect in accordance with its terms as of the date hereof. To the
extent that any term or provision of this Consent and Waiver conflicts with any term or
provision of the Credit Agreement, the term or provision of this Consent and Waiver shall
control.

4. This Consent and Waiver shall be binding upon and inure to the benefit of each of the
parties hereto and their respective successors and assigns.
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5. This Consent and Waiver may be executed in any number of counterparts, all of which
counterparts when taken together shall constitute one and the same agreement.

6. This Consent and Waiver and the rights and obligations hereunder of each of the parties
hereto shall be governed by and interpreted and determined in accordance with the laws
of the State of [State (ie. California)], without giving effect to conflicts of laws principles.

7. TO THE EXTENT LEGALLY PERMISSIBLE, BOTH BORROWER AND CREDITOR

WAIVE ALL RIGHT TO TRIAL BY JURY AND ANY LITIGATION RELATING TO
TRANSACTIONS UNDER THIS CONSENT AND WAIVER AND THE CREDIT
AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

Dated this _____ day of ____________________, 20_____.

[NAME OF CREDITOR]