TECHTEAM GLOBAL INC
BUSINESS LOAN AGREEMENT, DATED SEPTEMBER 7, 2004
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>k88292exv10w1.txt
<DESCRIPTION>BUSINESS LOAN AGREEMENT, DATED SEPTEMBER 7, 2004
<TEXT>
<PAGE>


                                                                    EXHIBIT 10.1

                             BUSINESS LOAN AGREEMENT

THIS AGREEMENT is made on September 7, 2004, by and between TechTeam Global,
Inc. ("Borrower"), a corporation organized under the laws of the State of
Delaware, whose chief executive office or residence is located at 27334 West
Eleven Mile Road, Southfield, Michigan 48034, and Standard Federal Bank N.A., a
national banking association ("Standard Federal"), whose address is 2600 West
Big Beaver Road, Troy, Michigan 48084.

In consideration of the mutual agreements hereinafter set forth, the Borrower
and Standard Federal hereby agree as follows:

         SECTION 1 LOANS AND FINANCIAL ACCOMMODATIONS. Standard Federal has made
or shall make in reliance hereon commercial loan(s) to the Borrower in
accordance with Standard Federal's application and underwriting procedures,
including the loans referred to below, if any. All such loans are herein
referred to as the "Loan" or "Loans." Borrower acknowledges and agrees that in
making, extending or renewing the Loans, Standard Federal is relying on the
representations, covenants and agreements of the Borrower contained in this Loan
Agreement and all such Loans shall be subject to the terms and provisions
hereof.

         1.1.     LINE OF CREDIT. Standard Federal hereby extends to the
                  Borrower a revolving line of credit (the "Line of Credit")
                  which shall not exceed at any one time outstanding the
                  principal amount of Five Million Dollars ($5,000,000) (the
                  "Credit Limit") on the following terms and conditions.

                  1.1.1.   Advances under the Line of Credit shall be used for
                           working capital purposes. Standard Federal shall make
                           advances and issue Letters of Credit (as defined
                           herein) under the Line of Credit up to a total amount
                           equal to the lesser of (i) the Borrowing Base and
                           (ii) the Credit Limit. The Borrowing Base shall be an
                           amount equal to one hundred percent (100%) of the
                           balance of the Borrower's demand deposit account no.
                                       maintained with Standard Federal ("Cash
                           Collateral Account"). The Cash Collateral Account
                           shall be a non-interest bearing, non-operational
                           account which earns no credit allowances and which is
                           subject to an electronic hold. If at any time the
                           aggregate amount of the advances under the Line of
                           Credit and the outstanding amount of Letters of
                           Credit exceeds the balance of the Cash Collateral
                           Account, then the Borrower shall immediately prepay
                           the advances in an amount equal to such excess and/or
                           provide additional cash collateral to Bank in an
                           amount equal to such excess.

                  1.1.2.   The Line of Credit herein extended shall be subject
                           to the terms and conditions of a Promissory Note
                           (Line of Credit) of even date herewith and all
                           renewals and amendments thereof (the "Line of Credit
                           Note"). The Line of Credit shall be payable and shall
                           bear interest as set forth in the Line of Credit
                           Note. This Loan Agreement and the Line of Credit Note
                           are of equal materiality and shall each be construed
                           in such manner as to give full force and effect to
                           all provisions of both documents.




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                  1.1.3.   The Borrower shall pay to Standard Federal a facility
                           fee equal to one quarter of one percent ( 1/4%) per
                           annum multiplied by the Credit Limit as in effect
                           from time to time. Such fee shall be calculated on
                           the basis of a 360 day year for the actual number of
                           days elapsed and shall be payable quarterly in
                           arrears on the last day of each September, December,
                           March and June, commencing September 30, 2004.

         1.2.     LETTERS OF CREDIT. Standard Federal shall, from time to time,
                  issue letters of credit on behalf of Borrower ("Letters of
                  Credit"), under which the total amount available for draw at
                  any one time shall not exceed Five Million Dollars
                  ($5,000,000), in accordance with the following procedures:

                  1.2.1.   Each Letter of Credit request will be made by the
                           Borrower signing and submitting to Standard Federal
                           an application and reimbursement agreement
                           ("Application") for each Letter of Credit requested
                           on forms supplied by Standard Federal. Such
                           applications shall contain such beneficiary
                           designations and draft instructions as Borrower
                           specifies and as are customary in Borrower's business
                           and acceptable to Standard Federal.

                  1.2.2.   Borrower agrees that the amounts available for draw
                           on the Line of Credit shall be reduced by the total
                           amount available for draw from time to time under
                           open and outstanding Letters of Credit. In no event
                           shall the total of the principal balance outstanding
                           under the Line of Credit and amounts available for
                           draw under open and outstanding Letters of Credit at
                           any time exceed the lesser of (i) the Credit Limit
                           and (ii) the Borrowing Base.

                  1.2.3.   Borrower acknowledges and agrees that each Letter of
                           Credit issued by Standard Federal for the account of
                           Borrower will be subject to all terms and conditions
                           set forth in the Application, including, without
                           limitation, the grant to Standard Federal of a
                           security interest in such collateral as is identified
                           in the Application, if any.

                  1.2.4.   Borrower shall pay Standard Federal, for each Letter
                           of Credit issued for the account of Borrower, all
                           fees, charges, and expenses specified in Standard
                           Federal's fee schedule then in effect, including,
                           without limitation, issuance fees, payment fees,
                           amendment fees, non-utilization fees, communication
                           and delivery expenses, and any and all costs and
                           expenses, including reasonable attorney fees,
                           incurred by Standard Federal in defending any suit or
                           claim brought against Standard Federal by any Letter
                           of Credit beneficiary. In addition, the Borrower
                           shall pay to Standard an annual letter of credit
                           commission for each Letter of Credit equal to the
                           greater of (i) $1,200 and (ii) one half of one
                           percent ( 1/2%) per annum of the Letter of Credit
                           amount.

                  1.2.5.   Any Letter of Credit issued by Standard Federal shall
                           have an expiry date which is not more than twelve
                           (12) months after the issue date and does not extend
                           beyond the maturity date of the Line of Credit.




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                  1.2.6.   For each Letter of Credit draft received and paid by
                           Standard Federal, Borrower's obligation to
                           immediately put Standard Federal in good funds shall
                           be funded by an advance under the Line of Credit to
                           the extent the outstanding principal balance of the
                           Line of Credit and other open and outstanding Letters
                           of Credit, after giving effect to such advance, do
                           not exceed the credit limit applicable to the Line of
                           Credit. Borrower hereby duly appoints Standard
                           Federal as its attorney-in-fact for the purpose of
                           effecting such advances. Any advances effected on the
                           Line of Credit in accordance with this paragraph will
                           thereupon constitute advances made in accordance with
                           and subject to the provisions of the Line of Credit
                           Note and shall be secured by any collateral standing
                           as security for the Line of Credit Note. Borrower
                           shall immediately pay Standard Federal the entire
                           amount by which any Letter of Credit draft paid by
                           Standard Federal would cause the outstanding
                           principal balance of the Line of Credit and other
                           open and outstanding Letters of Credit to exceed the
                           credit limit applicable to the Line of Credit.

         SECTION 2 REPRESENTATIONS AND WARRANTIES. The Borrower represents and
warrants to Standard Federal that as of the date of acceptance of this Loan
Agreement, as of the time any advance is to be made hereunder and, unless
expressly provided otherwise herein or agreed to by a writing signed by Standard
Federal, at all times any amounts are outstanding hereunder:

         2.1.     EXISTENCE AND AUTHORITY. The Borrower is duly organized,
                  validly existing and in good standing (if a business entity).
                  The Borrower has the legal power and authority and is duly
                  authorized to: (a) execute and perform this Loan Agreement and
                  the other loan documents executed in conjunction with the
                  Loans (the "Loan Documents") and such documents constitute the
                  Borrower's valid and binding legal obligation enforceable in
                  accordance with their terms, (b) to borrow money in accordance
                  with the terms of this Loan Agreement, (c) to grant to
                  Standard Federal mortgages and security interests as provided
                  in the documents, if any, executed in conjunction with the
                  Loans, and (d) to do any and all other things required of it
                  hereunder. The Borrower has the legal power and authority to
                  own its properties and assets and to carry out its business as
                  now being conducted and is qualified to do business in the
                  State of Michigan and in every jurisdiction where the nature
                  of its business or the property owned or operated by it makes
                  such qualification necessary;

         2.2      LITIGATION. There is not pending or, to the best of the
                  knowledge of the Borrower, threatened, any litigation,
                  proceeding or governmental investigation which could
                  materially and adversely affect the business of the Borrower
                  or its ability to perform its covenants hereunder.

         2.3      TITLE AND ENCUMBRANCES. Borrower has good and marketable title
                  to its properties given as security for the Loans, subject
                  only to liens in favor of, or approved in writing by, Standard
                  Federal, liens for taxes not delinquent or being contested in
                  good faith and liens created in connection with worker's
                  disability compensation, unemployment insurance and social
                  security, or to secure the performance of bids, tenders or
                  contracts, leases, statutory obligations, surety and appeal
                  bonds, and other obligations of like nature made in the
                  ordinary course of business.




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         2.4      FINANCIAL INFORMATION. All financial data and information
                  which has been or shall hereafter be furnished to Standard
                  Federal for the purposes of, or in connection with, the Loans
                  has been and/or shall be prepared in accordance with generally
                  accepted accounting principles consistently applied, and does
                  or will fairly present the financial condition of the Borrower
                  as of the dates, and the results of its operations for the
                  periods, for which the same is furnished to Standard Federal
                  and there has been no material adverse change in the condition
                  (financial or otherwise) of the Borrower since such dates.

         2.5      OTHER DEFAULTS. The Borrower is not in default in the
                  repayment of any indebtedness for money borrowed by it nor has
                  there occurred any event which, with or without notice or the
                  passage of time or both, would constitute a default by the
                  Borrower under any agreement or instrument pertaining to any
                  indebtedness for money borrowed by it.

         2.6      REPORTS AND RETURNS. Borrower has filed all reports and tax
                  returns required by governmental authority to be filed by it
                  prior to the date hereof, except for its tax returns for 2003
                  which are not currently due, and Borrower has received no
                  notice that such reports or returns have been rejected,
                  declared insufficient, or otherwise challenged by such
                  governmental authority, except for an audit by the Internal
                  Revenue Service of the Company's 2001 Federal Income Tax
                  Return.

         2.7      EMPLOYEE BENEFIT PLANS. Borrower has not incurred any material
                  accumulated funding deficiency within the meaning of Employee
                  Retirement Income Security Act of 1974, as amended, and any
                  successor act ("ERISA"), and has not incurred any material
                  liability to the Pension Benefit Guaranty Corporation ("PBGC")
                  or any entity succeeding to the powers and functions of the
                  PBGC in connection with any employee benefit plan established
                  or maintained by Borrower, and no reportable event or
                  prohibited transaction, as defined in ERISA, has occurred with
                  respect to such plan(s).

         SECTION 3 AFFIRMATIVE COVENANTS. From the date hereof until all amounts
owing under the Loans are paid in full and all obligations under the Loans are
fully paid, performed and satisfied, Borrower covenants and agrees it will:

         3.1.     GENERAL COVENANTS: Comply with the following general
                  covenants:

                  3.1.1.   TAXES. Pay when due all taxes, assessments, fees and
                           similar charges lawfully assessed upon Borrower
                           and/or its property, except to the extent being
                           contested in good faith.

                  3.1.2.   EXISTENCE. Preserve its existence in good standing
                           and continue to conduct and operate its business
                           substantially as presently conducted in accordance
                           with all applicable laws and regulations.

                  3.1.3.   INDEBTEDNESS. Pay its indebtedness and obligations
                           when due under normal terms.

                  3.1.4.   NOTICES OF ADVERSE EVENTS. Promptly inform Standard
                           Federal of the occurrence of any Event of Default or
                           of any event (including without limitation any
                           pending or


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                           threatened litigation or other proceedings before any
                           governmental body or agency) which could have a
                           material adverse effect upon the Borrower's business,
                           properties, financial condition or ability to comply
                           with its obligations under the Loans.

                  3.1.5.   BOOKS AND RECORDS. Maintain proper books of record
                           and account.

                  3.1.6.   GENERAL COMPLIANCE WITH LAW. At all times operate
                           Borrower's business in strict compliance with all
                           applicable Federal, State, and local laws, ordinances
                           and regulations, including, without limitation, the
                           Americans with Disabilities Act of 1990, and Borrower
                           shall refrain from and take reasonable steps to
                           prevent Borrower's partners, owners, directors,
                           officers, employees and agents from engaging in any
                           civil or criminal activity proscribed by law. In
                           addition, and without limiting the foregoing
                           sentence, the Borrower shall (a) ensure that no
                           person who owns a controlling interest in or
                           otherwise controls the Borrower is or shall be listed
                           on the Specially Designated Nationals and Blocked
                           Person List or other similar lists maintained by the
                           Office of Foreign Assets Control ("OFAC"), the
                           Department of the Treasury or included in any
                           Executive Orders, (b) not use or permit the use of
                           the proceeds of the Loans to violate any of the
                           foreign asset control regulations of OFAC or any
                           enabling statute or Executive Order relating thereto,
                           and (c) comply with all applicable Bank Secrecy Act
                           laws and regulations, as amended.

         3.2      OTHER INFORMATION. Furnish to Standard Federal such
                  information and books and records as Standard Federal may
                  reasonably request.

                  3.2.1.   MANAGEMENT FINANCIAL STATEMENTS. Furnish to Standard
                           Federal, within forty five (45) days after the close
                           of each fiscal quarter of its fiscal years, a copy of
                           the financial statements of the Borrower, including a
                           balance sheet, statement of income and retained
                           earnings, statement of cash flows for the fiscal
                           period then ended and such other information
                           (including nonfinancial information) as Standard
                           Federal may request, in reasonable detail, prepared
                           and certified as accurate by Borrower or its
                           authorized representative.

                  3.2.2.   CPA FINANCIAL STATEMENTS. Furnish to Standard
                           Federal, within one hundred twenty (120) days after
                           the close of each of its fiscal years, a copy of the
                           financial statements of the Borrower, including a
                           balance sheet, statement of income and retained
                           earnings, statement of cash flows for the fiscal
                           period then ended and such other information
                           (including nonfinancial information) as Standard
                           Federal may request, in reasonable detail, prepared
                           and certified by an independent certified public
                           accountant acceptable to Standard Federal, containing
                           an unqualified opinion.

         SECTION 4 NEGATIVE COVENANTS. From the date hereof until all amounts
owing under the Loans are paid in full and all obligations under the Loans are
fully paid, performed and satisfied, Borrower covenants and agrees that it will
not, without the prior written approval of Standard Federal:



<PAGE>


         4.1      CHANGE OF LEGAL STATUS. Change its name, its organizational
                  identification number, if it has one, its type of
                  organization, its jurisdiction of organization or other legal
                  structure.

         4.2      NO PURPOSE CREDIT. Use nor allow any affiliate of the Borrower
                  to use any portion of the proceeds of the Loans, nor have any
                  letter of credit issued by Standard Federal, either directly
                  or indirectly, for the purpose of purchasing any securities
                  underwritten by ABN AMRO Incorporated, an affiliate of
                  Standard Federal.

         4.3      TRANSFER; MERGER. Enter into any merger in which the Borrower
                  is not the surviving entity or sell or transfer all or
                  substantially all of its properties or assets.

         SECTION 5 [INTENTIONALLY LEFT BLANK].

         SECTION 6 EVENTS OF DEFAULT. The Borrower, without notice or demand of
any kind, shall be in default under this Loan Agreement upon the occurrence of
any of the following events (each an "Event of Default"):

         6.1      NONPAYMENT OF OBLIGATIONS. Any amount due and owing on the
                  Loans or any fees due Standard Federal hereunder, any expenses
                  incurred by Standard Federal hereunder or any and all other
                  liabilities and obligations of the Borrower to Standard
                  Federal, howsoever created, arising or evidenced, and
                  howsoever owned, held or acquired, whether now or hereafter
                  existing, whether now due or to become due, direct or
                  indirect, absolute or contingent, and whether several, joint
                  or joint and several, whether by its terms or as otherwise
                  provided herein, is not paid when due.

         6.2      MISREPRESENTATION. Any oral or written warranty,
                  representation, certificate or statement in this Loan
                  Agreement, the Loan Documents or any other agreement with
                  Standard Federal or otherwise made by or for the Borrower
                  shall be false when made or at any time, or if any financial
                  data or any other information now or hereafter furnished to
                  Standard Federal by or on behalf of any Obligor shall prove to
                  be false, inaccurate or misleading in any material respect.

         6.3      NONPERFORMANCE. Any failure to perform or default in the
                  performance of any covenant, condition or agreement contained
                  in this Loan Agreement, or in the Loan Documents or any other
                  agreement with Standard Federal.

         6.4      DEFAULT UNDER LOAN DOCUMENTS. Any default under any of the
                  other Loan Documents, all of which covenants, conditions and
                  agreements contained therein are hereby incorporated in this
                  Loan Agreement by express reference.

         6.5      DEFAULT UNDER OTHER AGREEMENTS. Any default in the payment of
                  principal, interest or any other sum for any other obligation
                  of the Borrower for borrowed money in an amount in excess of
                  $100,000 beyond any period of grace provided with respect
                  thereto or in the performance of any other term, condition or
                  covenant contained in any agreement (including, but not
                  limited to any capital or operating lease or any agreement in
                  connection with the deferred purchase price of property) under
                  which any such obligation


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                  is created, the effect of which default is to cause the holder
                  of such obligation (or the other party to such other
                  agreement) to cause such obligation to become due prior to its
                  stated maturity or terminate such other agreement.

         6.6      ASSIGNMENT FOR CREDITORS. The Borrower makes an assignment for
                  the benefit of creditors, fails to pay, or admits in writing
                  its inability to pay its debts as they mature; or if a trustee
                  of any substantial part of the assets of the Borrower is
                  applied for or appointed, and in the case of such trustee
                  being appointed in a proceeding brought against the Borrower,
                  the Borrower, by any action or failure to act indicates its
                  approval of, consent to, or acquiescence in such appointment
                  and such appointment is not vacated, stayed on appeal or
                  otherwise shall not have ceased to continue in effect within
                  thirty (30) days after the date of such appointment.

         6.7      BANKRUPTCY. Any proceeding involving the Borrower, is
                  commenced by or against the Borrower under any bankruptcy,
                  reorganization, arrangement, insolvency, readjustment of debt,
                  dissolution or liquidation law or statute of the federal
                  government or any state government, and in the case of any
                  such proceeding being instituted against the Borrower, (i) the
                  Borrower, by any action or failure to act indicates its
                  approval of, consent to or acquiescence therein, or (ii) an
                  order shall be entered approving the petition in such
                  proceedings and such order is not vacated, stayed on appeal or
                  otherwise shall not have ceased to continue in effect within
                  thirty (30) days after the entry thereof.

         6.8      JUDGMENTS. The entry of any judgment, decree, levy,
                  attachment, garnishment or other process, or the filing of any
                  judgment lien against the Borrower which is not fully covered
                  by insurance, and such judgment or other process shall not
                  have been, within thirty (30) days from the entry thereof, (i)
                  bonded over to the satisfaction of Standard Federal and
                  appealed, (ii) vacated, or (iii) discharged.

         6.9      CHANGE OF CONTROL. If (A) any one person or group of persons
                  acting in concert shall acquire or control, directly or
                  indirectly, whether by ownership, proxy, voting trust or
                  otherwise, fifty percent (50%) or more of the voting power of
                  the issued and outstanding stock of the Borrower, other than
                  any person or group of persons beneficially owning, directly
                  or indirectly, as of the date hereof capital stock of the
                  Borrower with fifty percent (50%) or more of such voting
                  power; or (B) individuals who constitute the Continuing
                  Directors cease for any reason to constitute at least a
                  majority of the Borrower's directors (for purposes of this
                  Section 6.9, "Continuing Director" means any director who is
                  currently a director and any director who is nominated or
                  elected by a majority of Continuing Directors who are then
                  directors).

         6.10     COLLATERAL IMPAIRMENT. The entry of any judgment, decree,
                  levy, attachment, garnishment or other process, or the filing
                  of any lien against, any collateral securing any of the Loans
                  and such judgment or other process shall not have been, within
                  thirty (30) days from the entry thereof, (i) bonded over to
                  the satisfaction of Standard Federal and appealed, (ii)
                  vacated, or (iii) discharged, or the loss, theft, destruction,
                  seizure or forfeiture, or the occurrence of any material
                  deterioration or impairment of any of any collateral securing
                  any of the Loans any material decline or depreciation in the
                  value or


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                  market price thereof (whether actual or reasonably
                  anticipated), which causes any collateral securing any of the
                  Loans, in the sole opinion of Standard Federal acting in good
                  faith, to become unsatisfactory as to value or character, or
                  which causes Standard Federal to reasonably believe that it is
                  insecure and that the likelihood for repayment of the Loans is
                  or will soon be impaired, time being of the essence. The cause
                  of such deterioration, impairment, decline or depreciation
                  shall include, but is not limited to, the failure by the
                  Borrower to do any act deemed reasonably necessary by Standard
                  Federal to preserve and maintain the value and collectability
                  of any collateral securing any of the Loans.

         SECTION 7 REMEDIES UPON EVENT OF DEFAULT. Upon the occurrence of any
Event of Default described above, Standard Federal's commitment to lend under
any of the Loans, if any, shall terminate and Standard Federal may, without
notice, declare the entire unpaid and outstanding principal balance of the
Loans, or any of them, and all accrued interest, together with all other
indebtedness of Borrower to Standard Federal, to be due and payable in full
forthwith, without presentment, demand or notice of any kind, all of which are
hereby expressly waived by Borrower, and thereupon Standard Federal shall have
and may exercise any one or more of the rights and remedies provided herein or
in any promissory note evidencing any Loan or in any mortgage, guaranty,
security agreement or other document relating thereto or granted secured parties
under the Michigan Uniform Commercial Code, including the right to take
possession of and dispose of any collateral, or otherwise provided by applicable
law, and to offset against the Loans any amount owing by Standard Federal to the
Borrower.

         SECTION 8 CROSS-COLLATERALIZATION/CROSS-DEFAULT. Borrower agrees that
any and all collateral securing the Loan shall be collateral for and shall
secure all other indebtedness of Borrower to Standard Federal, whether or not
such indebtedness is related by class or kind to the Loans and whether or not
contemplated by the parties at the time of executing each evidence of
indebtedness. Any Borrower default under the terms of any indebtedness to
Standard Federal shall also constitute an Event of Default under this Loan
Agreement and any Event of Default under this Loan Agreement shall be a default
under any and all indebtedness of Borrower to Standard Federal.

         SECTION 9 MISCELLANEOUS.

         9.1      No default shall be waived by Standard Federal except in
                  writing and a waiver of any default shall not be a waiver of
                  any other default or of the same default on a future occasion.
                  No single or partial exercise of any right, power or privilege
                  hereunder, or any delay in the exercise hereof, shall preclude
                  other or further exercise of the rights of the parties to this
                  Loan Agreement. No forbearance on the part of Standard Federal
                  in enforcing any of its rights under this Loan Agreement, nor
                  any renewal, extension or rearrangement of any payment or
                  covenant to be made or performed by the Borrower hereunder
                  shall constitute a waiver of any of the terms of this Loan
                  Agreement or of any such right.

         9.2      This Loan Agreement shall be construed in accordance with the
                  law of the State of Michigan. All covenants, agreements,
                  representations and warranties made in connection with this
                  Loan Agreement and any document contemplated hereby shall
                  survive the


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                  borrowing hereunder and shall be deemed to have been relied
                  upon by Standard Federal. All statements contained in any
                  certificate or other document delivered to Standard Federal at
                  any time by or on behalf of the Borrower pursuant hereto shall
                  constitute representations and warranties by the Borrower.

         9.3      The Borrower agrees that it will pay all costs and expenses in
                  connection with enforcing Standard Federal's rights hereunder,
                  including without limitation any and all reasonable fees and
                  disbursements of legal counsel to Standard Federal. This Loan
                  Agreement shall inure to the benefit of and shall be binding
                  upon the parties hereto and their respective heirs, personal
                  representatives, successors and assigns; provided, however,
                  that the Borrower shall not assign or transfer its rights or
                  obligations hereunder without the prior written consent of
                  Standard Federal.

         9.4      If any provision of this Loan Agreement shall be held or
                  deemed to be or shall, in fact, be inoperative or
                  unenforceable as applied in any particular case in any or all
                  jurisdictions, or in all cases because it conflicts with any
                  other provision or provisions hereof or any constitution or
                  statute or rule of public policy, or for any other reason,
                  such circumstances shall not have the effect of rendering the
                  provision in question inoperative or unenforceable in any
                  other case or circumstance, or of rendering any other
                  provision or provisions herein contained invalid, inoperative,
                  or unenforceable to any extent whatever.

         9.5      Release of Claims Against Bank. In consideration of the Bank
                  making the Loans described in this Loan Agreement, the
                  Borrower and all other Obligors do each hereby release and
                  discharge Bank of and from any and all claims, harm, injury,
                  and damage of any and every kind, known or unknown, legal or
                  equitable, which any Obligor may have against the Bank from
                  the date of their respective first contact with Bank until the
                  date of this Loan Agreement including, but not limited to, any
                  claim arising from any reports (environmental reports,
                  surveys, appraisals, etc.) prepared by any parties hired or
                  recommended by Bank. Borrower and all other Obligors confirm
                  to Bank that they have reviewed the effect of this release
                  with competent legal counsel of their choice, or have been
                  afforded the opportunity to do so, prior to execution of this
                  Loan Agreement and the Loan Documents and do each acknowledge
                  and agree that Bank is relying upon this release in extending
                  the Loans to Borrower.

         9.6      Waiver of Jury Trial. BORROWER ACKNOWLEDGES THAT THE RIGHT TO
                  TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE
                  WAIVED. BORROWER, AFTER CONSULTING (OR HAVING HAD THE
                  OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS CHOICE, KNOWINGLY
                  AND VOLUNTARILY AND FOR ITS BENEFIT WAIVES ANY RIGHT TO A
                  TRIAL BY JURY WITH RESPECT TO ANY CLAIM, DISPUTE, CONFLICT, OR
                  CONTENTION, IF ANY, AS MAY ARISE UNDER THIS LOAN AGREEMENT OR
                  THE LOANS, AND AGREES THAT ANY LITIGATION BETWEEN THE PARTIES
                  CONCERNING THIS LOAN AGREEMENT OR THE LOANS SHALL BE HEARD BY
                  A COURT OF COMPETENT JURISDICTION SITTING WITHOUT A JURY.




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         9.7      Customer Identification - USA Patriot Act Notice. The Bank
                  hereby notifies the Borrower that pursuant to the requirements
                  of the USA PATRIOT Act (Title III of Pub. L. 107-56, signed
                  into law October 26, 2001) (the "Act"), and the Bank's
                  policies and practices, the Bank is required to obtain, verify
                  and record certain information and documentation that
                  identifies the Borrower, which information includes the name
                  and address of the Borrower and such other information that
                  will allow the Bank to identify the Borrower in accordance
                  with the Act.

IN WITNESS WHEREOF, this Loan Agreement was executed and delivered by the
undersigned on the date stated in the first paragraph above.


Witnesses:                                     BORROWER:

                                   TECHTEAM GLOBAL, INC.


/s/ Michael A. Sosin                           By: /s/ David W. Morgan
------------------------------                     -----------------------------

                                   Its: Vice President, Chief Financial Officer,
                                        ----------------------------------------
                                        and Treasurer
                                        ----------------------------------------



                                   STANDARD FEDERAL BANK N.A., A NATIONAL
                                   BANKING ASSOCIATION


                                   By: /s/ Greg Eichbrecht
                                       -------------------------
                                   Its: Officer
                                        ------------------------




                                      E-11




</TEXT>
</DOCUMENT>
