ECC SIMULATION LIMITED

FIRST FIDELITY BANK, NATIONAL ASSOCIATION

GUARANTEE AND DEBENTURE

FIRST FIDELITY BANK, NATIONAL ASSOCIATION

REVOLVING CREDIT AGREEMENT

MELLON BANK N.A.FOR ITSELF AND AS AGENT FOR THE LENDERS (AS DEFINED THEREIN)

CHARGE ON CASH

MELLON BANK N.A.AS AGENT AND TRUSTEE FOR ITSELF AND FOR EACH LENDER AND THE ISSUING BANK (AS THEREIN DEFINED) (OR ANY OF THEM)

GUARANTEE AND DEBENTURE