Bridge Loan and Financing Agreement

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EXHIBIT 10.4

BRIDGE LOAN AGREEMENT

NO. ____







THIS BRIDGE LOAN AGREEMENT (this "Agreement") is dated as of July 15, 1996, by and between Fieldworks, Incorporated, a Minnesota corporation (the "Company"), and _____________________ (the "Investor").



RECITALS:



(a) Whereas, the Company needs cash to fund its operations until such

time as it can complete a debt or equity financing; and



(b) Whereas, the Investor desires to lend funds to the Company on the

terms and conditions set forth in this Agreement; and



(c) Whereas, other investors ("Other Investors") may lend funds to

the Company on terms and conditions equivalent to those set forth in this



Accordingly, in consideration of the foregoing, the mutual promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



1. Loan/Promissory Note. The Investor agrees to lend to the Company

-------------------- $__________ and the Company agrees to deliver to the Investor a promissory note, in the form attached hereto as Exhibit A (the "Note"), in a like amount. The

--------- delivery of the Note shall be made concurrently with delivery of funds to the Company in the amount set forth above.



2. Warrants. In consideration of the loan, the Company shall issue to

-------- the Investor, concurrently with delivery of the Note, a warrant, in the form attached hereto as Exhibit B (the "Warrant"), to purchase that number of shares

--------- of Common Stock of the Company as provided in the Warrant. The shares of Common Stock issuable upon exercise of the Warrants are referred to hereinafter as the "Warrant Stock."



3. Repayment. All outstanding principal and accrued interest on the Note

--------- shall be due and payable on December 31, 1996, provided, however, that

----------------- notwithstanding the foregoing, the Note shall be payable in full within thirty (30) days after the effective date (the "Effective Date") of any Registration Statement. Except in the event a Registration Statement is filed and declared effective, the Note may not be prepaid.

4. Restrictions on Transfer. The Note, Warrant and Warrant Stock shall

------------------------ be subject to certain restrictions on transfer identified in the Note and Warrant.



5. Representations and Warranties of the Company. The Company represents

--------------------------------------------- and warrants to the Investor that this Agreement has been duly authorized by all necessary corporate action on behalf of the Company, has been duly executed and delivered by an authorized officer of the Company, and is a valid and binding agreement on the part of the Company. All corporate action necessary to the authorization, issuance, and delivery of the Note, the Warrant, and the Warrant Stock (collectively, a "Unit") has been taken on or prior to the date hereof.



6. Representations and Warranties of the Investor. The Investor

---------------------------------------------- represents and warrants to the Company as follows:



(a) That the Investor is in a financial position to hold the Units

for an indefinite period of time and is able to bear the economic risk and

withstand a complete loss of the Investor's investment in the Units;



(b) That the Investor believes the Investor, either alone or with the

assistance of the Investor's own professional advisor, has such knowledge

and experience in financial and business matters that the Investor is

capable of reading and interpreting financial statements and evaluating the

merits and risks of the prospective investment in the Units and has the net

worth to undertake such risks;



(c) That the Investor has obtained, to the extent the Investor deems

necessary, the Investor's own personal professional advice with respect to

the risks inherent in the investment in the Units and the suitability of an

investment in the Units in light of the Investor's financial condition and

investment needs;



(d) That the Investor believes that the investment in the Units is

suitable for the Investor based upon the Investor's investment objectives

and financial needs, and the Investor has adequate means for providing for

the Investor's current financial needs and personal contingencies and has

no need for liquidity of investment with respect to the Units;



(e) That the Investor has been given access to full and complete

information regarding the Company and has utilized such access to the

Investor's satisfaction for the purpose of obtaining information and,

particularly, the Investor has either attended or been given reasonable

opportunity to attend a meeting with representatives of the Company for the

purpose of asking questions of, and receiving answers from, such

representatives concerning the Company and to obtain any additional





information, to the extent reasonably available, necessary to verify the

accuracy of information provided to the Investor;



(f) That the Investor recognizes that an investment in the Units

involves a high degree of risk, including, but not limited to, the risk of

economic losses from operations of the Company;



(g) That the Investor recognizes that in addition to the proceeds

from the sale of Units, the Company will require additional financing to

fund current and proposed operations, and there can be no assurances that

additional financing can be obtained;



(h) That the Investor realizes that (i) the purchase of the Units is

a long-term investment; (ii) the purchaser of the Units must bear the

economic risk of investment for an indefinite period of time because the

Notes, Warrants and Warrant Stock have not been registered under the

Securities Act or under the securities laws of any state and, therefore,

none of such securities can be sold unless they are subsequently registered

under said laws or exemptions from such registrations are available; (iii)

the Investor may not be able to liquidate the Investor's investment in the

event of an emergency or pledge any of such securities as collateral for

loans; and (iv) the transferability of such securities is restricted and

(A) requires the written consent of the Company, and (B) legends will be

placed on the Notes and Warrants referring to the applicable restrictions

on transferability.



(i) That the Investor certifies, under penalties of perjury, that the

Investor is NOT subject to the backup withholding provisions of Section

3406(a)(i)(C) of the Internal Revenue Code of 1986, as amended (Note: You

are subject to backup withholding if (i) you fail to furnish your Social

Security number or taxpayer identification number herein; (ii) the Internal

Revenue Service notifies the Company that you furnished an incorrect Social

Security number or taxpayer identification number; (iii) you are notified

that you are subject to backup withholding; or (iv) you fail to certify

that you are not subject to backup withholding or you fail to certify your

Social Security number or taxpayer identification number);



(j) That the Investor is a bona fide resident of, is domiciled in,

and received the offer and made the decision to invest in the Units in, the

state set forth on the signature page below under "Addresses" and that the

Units are being purchased by the Investor in the Investor's ...

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