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Exhibit 10.1

                                LOAN AND SECURITY
                                    AGREEMENT

                               Boca Research, Inc.

                                    Borrower

                              1377 Clint Moore Road

                            Boca Raton, Florida 33487
                            -------------------------
                                     Address

                                   59-2479377
                                   ----------
                             Borrower Fed ID Tax No.

                                  $5,000,000.00
                                  -------------
                                  Credit Limit



                               November ____, 1998

                                      Date


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                             FINOVA BUSINESS CREDIT


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THIS  LOAN  AND  SECURITY  AGREEMENT  (collectively  with the  Schedule  to Loan
Agreement (the "Schedule")  attached hereto, the "Agreement") dated the date set
forth on the cover page,  is entered into by and between the  borrower  named on
the cover page (jointly and  severally,  the  "Borrower"),  whose address is set
forth on the cover page and FINOVA Capital Corporation ("FINOVA"), whose address
is 111 West 40th Street, 14th Floor, New York, NY 10018.

1.       DEFINITIONS.

         1.1 Defined Terms. As used in this Agreement,  the following terms have
the definitions set forth below:

         "ADA" has the meaning set forth in Section 4.1(aa) hereof.

         "Additional Sums" has the meaning set forth in Section 2.8(a) hereof.

         "Affiliate" means any Person controlling, controlled by or under common
control with  Borrower.  For purposes of this  definition,  "control"  means the
possession, directly or indirectly, of the power to direct or cause direction of
the management and policies of any Person,  whether through  ownership of common
or preferred stock or other equity interests, by contract or otherwise.  Without
limiting the  generality of the  foregoing,  each of the  following  shall be an
Affiliate:  any  officer,  director,  employee or other agent of  Borrower,  any
shareholder, member or subsidiary of Borrower, and any other Person with whom or
which Borrower has common shareholders, officers or directors.

         "Agreement" has the meaning set forth in the preamble.

         "Applicable Law" has the meaning set forth in Section 8.2(a) hereof.

         "Applicable  Usury Law" has the  meaning  set forth in  Section  2.8(b)
hereof.

         "Blocked Account" has the meaning set forth in Section 2.9(c) hereof.

         "Borrowing  Event" shall mean a condition  during  which the  Revolving
Credit Loans equal or exceed $2,500,000.00 at a time during which the Borrower's
availability  for further  Revolving  Credit Advances under the Revolving Credit
Limit is less than $2,500,000.00.

         "Business  Day"  means  any day on which  commercial  banks in both New
York, New York and Phoenix, Arizona are open for business.

         "Capital  Expenditures"  means all  expenditures  made and  liabilities
incurred for the  acquisition  of any fixed asset or  improvement,  replacement,
substitution  or addition  thereto which has a useful life of more than one year
and  including,  without  limitation,  those arising in connection  with Capital
Leases.

         "Capital  Lease"  means any lease of  property  by  Borrower  that,  in
accordance with GAAP, should be capitalized for financial reporting purposes and
reflected as a liability on the balance sheet of Borrower.

         "Closing Fee" has the meaning set forth in the Schedule.

         "Closing  Date"  means  the date set  forth on the  cover  page of this
Agreement.

         "Code"  means the Uniform  Commercial  Code as adopted and in effect in
the State of Arizona from time to time.

         "Collateral" has the meaning set forth in Section 3.1 hereof.

         "Collateral Monitoring Fee" has the meaning set forth in the Schedule.

         "Deposit  Accounts"  has the meaning  set forth in Section  9105 of the
Code.

         "Dominion Account" has the meaning set forth in Section 2.9(c) hereof.

         "Eligible  Inventory"  means Inventory  which FINOVA,  in its Permitted
Discretion, deems Eligible Inventory, based on such considerations as FINOVA may
from time to time deem  appropriate.  Without  limiting  the  generality  of the
foregoing,  no  Inventory  shall  be  Eligible  Inventory  unless,  in  FINOVA's
Permitted Discretion,  such Inventory (i) consists of raw materials in good, new
and salable  condition  which are not  obsolete or  unmerchantable,  and are not
comprised of work in process,  packaging  materials or supplies;  (ii) meets all
standards imposed by any governmental agency or authority; (iii) conforms in all
respects to the warranties and  representations set forth herein; (iv) is at all
times subject to FINOVA's duly perfected,  first priority security interest; and
(v) is situated at a location in compliance with Section 5.16 hereof.

         "Eligible Receivables" means Receivables arising in the ordinary course
of Borrower's  business  from the sale of goods or rendition of services,  which
FINOVA,  in  its  Permitted  Discretion,  shall  deem  eligible  based  on  such
considerations as FINOVA may from time to time deem

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appropriate. Without limiting the foregoing, a Receivable shall not be deemed to
be an  Eligible  Receivable  if (i) the  account  debtor  has  failed to pay the
Receivable  within a period of ninety (90) days after invoice date or sixty (60)
days from the due date of the  invoice,  to the extent of any  amount  remaining
unpaid  after such period;  (ii) the account  debtor has failed to pay more than
25% of all  outstanding  Receivables  owed by it to Borrower  within ninety (90)
days after  invoice  date or sixty  (60) days from the due date of the  invoice;
(iii) the account  debtor is an Affiliate of Borrower;  (iv) the goods  relating
thereto are placed on consignment,  guaranteed  sale,  "bill and hold," "COD" or
other terms pursuant to which payment by the account debtor may be  conditional;
(v)  the  account  debtor  is not  located  in the  United  States,  unless  the
Receivable  is  supported  by a letter of credit or other  form of  guaranty  or
security,  in each case in form and substance  satisfactory to FINOVA;  (vi) the
account debtor is the United States or any department, agency or instrumentality
thereof or any State, city or municipality of the United States;  (vii) Borrower
is or may  become  liable  to the  account  debtor  for goods  sold or  services
rendered by the account  debtor to Borrower;  (viii) the account  debtor's total
obligations to Borrower exceed [15%] of all Eligible Receivables,  to the extent
of such excess;  (ix) the account debtor  disputes  liability or makes any claim
with  respect  thereto  (up to the amount of such  liability  or  claim),  or is
subject to any insolvency or bankruptcy proceeding, or becomes insolvent,  fails
or goes out of a  material  portion  of its  business;  (x) the  amount  thereof
consists of late charges or finance charges; (xi) the amount thereof consists of
a credit  balance  more than  ninety  (90) days past due;  (xii) the face amount
thereof  exceeds  [$70,000],  unless  accompanied by evidence of shipment of the
goods  relating  thereto  satisfactory  to FINOVA in its  Permitted  Discretion;
(xiii)  the  invoice  constitutes  a  progress  billing  on a  project  not  yet
completed,  except  that the final  billing  at such time as the matter has been
completed and delivered to the customer may be deemed an Eligible Receivable; or
(xiv) the amount thereof is not yet  represented by an invoice or bill issued in
the name of the applicable account debtor.

         "Equipment"  means all of  Borrower's  present and  hereafter  acquired
machinery,  molds, machine tools,  motors,  furniture,  equipment,  furnishings,
fixtures,  trade fixtures,  motor vehicles,  tools, parts, dyes, jigs, goods and
other  tangible  personal  property  (other  than  Inventory)  of every kind and
description used in Borrower's  operations or owned by Borrower and any interest
in  any  of  the  foregoing,  and  all  attachments,   accessories,  accessions,
replacements,  substitutions, additions or improvements to any of the foregoing,
wherever located.

         "Environmental  Costs"  has the  meaning  set forth in  Section  8.2(b)
hereof.

         "ERISA" means the Employment Retirement Income Security Act of 1974, as
amended, and the regulations thereunder.

         "ERISA  Affiliate"  means  each  trade  or  business  (whether  or  not
incorporated  and whether or not  foreign)  which is or may  hereafter  become a
member of a group of which Borrower is a member and which is treated as a single
employer under ERISA Section 4001(b)(1), or IRC Section 414.

         "Event of Default"  means any of the events set forth in Section 7.1 of
this Agreement.

         "Examination Fee" has the meaning set forth in the Schedule.

"Facility Fee" has the meaning set forth in the Schedule.

         "FINOVA Affiliate" has the meaning set forth in Section 9.22 hereof.

         "GAAP" means  generally  accepted  accounting  principles in the United
States of  America as in effect  from time to time as set forth in the  opinions
and pronouncements of the Accounting Principles Board and the American Institute
of Certified  Public  Accountants and the statements and  pronouncements  of the
Financial  Accounting Standards Boards which are applicable to the circumstances
as of the date of  determination  consistently  applied,  except  that,  for the
financial covenants set forth in this Agreement, GAAP shall be determined on the
basis of such  principles in effect on the date hereof and consistent with those
used in the preparation of the audited financial  statements delivered to Lender
prior to the date hereof.

         "General  Intangibles"  means  all  general  intangibles  of  Borrower,
whether  now owned or  hereafter  created or acquired  by  Borrower,  including,
without limitation,  all choses in action, causes of action,  corporate or other
business records, Deposit Accounts,  inventions,  designs, drawings, blueprints,
Trademarks,  Licenses and Patents, names, trade secrets,  goodwill,  copyrights,
registrations,   licenses,  franchises,   customer  lists,  security  and  other
deposits,  rights in all litigation presently or hereafter pending for any cause
or claim  (whether in contract,  tort or  otherwise),  and all  judgments now or
hereafter arising  therefrom,  all claims of Borrower against FINOVA,  rights to
purchase or sell real or personal property, rights as a

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licensor or  licensee of any kind,  royalties,  telephone  numbers,  proprietary
information,  purchase orders,  and all insurance policies and claims (including
without limitation credit, liability,  property and other insurance) tax refunds
and  claims,  computer  programs,  discs,  tapes and tape  files,  claims  under
guaranties,  security interests or other security held by or granted to Borrower
to secure payment of any of the Receivables by an account debtor,  all rights to
indemnification  and all other  intangible  property  of every  kind and  nature
(other than Receivables).

"Hazardous Substance" has the meaning set forth in Section 8.2(a) hereof.

         "Indebtedness"  means all of Borrower's present and future obligations,
liabilities,  debts,  claims and indebtedness,  contingent,  fixed or otherwise,
however evidenced,  created, incurred, acquired, owing or arising, whether under
written or oral agreement,  operation of law or otherwise, and includes, without
limiting the foregoing (i) the Obligations,  (ii) obligations and liabilities of
any Person  secured by a lien,  claim,  encumbrance  or security  interest  upon
property  owned by  Borrower,  even  though  Borrower  has not assumed or become
liable therefor,  (iii) obligations and liabilities created or arising under any
lease  (including  Capital Leases) or conditional  sales contract or other title
retention agreement with respect to property used or acquired by Borrower,  even
though the rights and  remedies of the  lessor,  seller or lender are limited to
repossession, (iv) all unfunded pension fund obligations and liabilities and (v)
deferred taxes.

         "Initial Term" has the meaning set forth on the Schedule.

         "Inventory"  means all of Borrower's  now owned and hereafter  acquired
goods, merchandise or other personal property, wherever located, to be furnished
under any contract of service or held for sale or lease, all raw materials, work
in process,  finished  goods and materials  and supplies of any kind,  nature or
description  which are or might be used or  consumed in  Borrower's  business or
used in connection with the manufacture, packing, shipping, advertising, selling
or finishing of such goods,  merchandise  or other  personal  property,  and all
documents of title or other documents representing them.

         "Inventory Loans" has the meaning set forth in the Schedule.

         "IRC" means the  Internal  Revenue  Code of 1986,  as amended,  and the
regulations thereunder.

         "Loans" has the meaning set forth in Section 2.2 hereof.

         "Loan Documents" means, collectively, this Agreement, any note or notes
executed by  Borrower  and  payable to FINOVA,  and any other  present or future
agreement  entered into in  connection  with this  Agreement,  together with all
alterations,  amendments,  changes,  extensions,  modifications,   refinancings,
refundings, renewals,  replacements,  restatements, or supplements, of or to any
of the foregoing.

         "Loan  Party"  means  Borrower,  each  Guarantor,   each  Subordinating
Creditor and each other party (other than FINOVA) to any Loan Document.

         "Loan Reserves" means, as of any date of determination, such amounts as
FINOVA may from time to time  establish  and revise in good faith  reducing  the
amount of Revolving  Credit Loans and Letters of Credit which would otherwise be
available to Borrower under the lending formula(s) provided in the Schedule: (a)
to reflect events,  conditions,  contingencies  or risks which, as determined by
FINOVA in good faith,  do or may affect  either (i) the  Collateral or any other
property which is security for the  Obligations  or its value,  (ii) the assets,
business  or  prospects  of  Borrower  or any  Guarantor  or (iii) the  security
interests  and  other  rights  of  FINOVA  in  the  Collateral   (including  the
enforceability, perfection and priority thereof) or (b) to reflect FINOVA's good
faith belief that any collateral report or financial information furnished by or
on behalf of Borrower or any Guarantor to FINOVA is or may have been incomplete,
inaccurate or misleading in any material  respect or (c) in respect of any state
of facts which FINOVA  determines in good faith  constitutes an Event of Default
or may, with notice or passage of time or both, constitute an Event of Default."

         "Loan Year" means each twelve  month period  commencing  on the Closing
Date.

         "Maximum  Interest  Rate" has the meaning  set forth in Section  2.8(b)
hereof.

         "Multiemployer  Plan" means a "multiemployer  plan" as defined in ERISA
Sections  3(37) or  4001(a)(3) or IRC Section  414(f) which covers  employees of
Borrower or any ERISA Affiliate.

         "Obligations"  means all present  and future  loans,  advances,  debts,
liabilities,  obligations,  covenants, duties and indebtedness at any time owing
by Borrower to FINOVA,  whether  evidenced by this Agreement,  any note or other
instrument or document, whether arising from an

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extension of credit, opening of a letter of credit,  banker's acceptance,  loan,
guaranty,  indemnification or otherwise,  whether direct or indirect (including,
without limitation, those acquired by assignment and any participation by FINOVA
in Borrower's debts owing to others),  absolute or contingent,  due or to become
due,  including,  without limitation,  all interest,  charges,  expenses,  fees,
attorney's  fees,  expert witness fees,  Examination Fee, letter of credit fees,
Collateral  Monitoring Fee, Closing Fee, Facility Fee,  Termination Fee, Minimum
Interest Charge and any other sums chargeable to Borrower hereunder or under any
other agreement with FINOVA.

         "Overadvance" has the meaning set forth in Section 2.3.

         "Overline" has the meaning set forth in Section 2.3.

         "PBGC" means the Pension Benefit Guarantee Corporation.

         "Permitted  Discretion" means FINOVA's judgment exercised in good faith
based upon its  consideration of any factor which FINOVA believes in good faith:
(i)  will  or  could  adversely   affect  the  value  of  any  Collateral,   the
enforceability  or priority of FINOVA's liens thereon or the amount which FINOVA
would be likely to receive (after giving  consideration to delays in payment and
costs of enforcement) in the liquidation of such Collateral;  (ii) suggests that
any collateral report or financial information delivered to FINOVA by any Person
on behalf  of the  Borrower  is  incomplete,  inaccurate  or  misleading  in any
material  respect;  (iii)  materially  increases the likelihood of a bankruptcy,
reorganization or other insolvency  proceeding involving the Borrower,  any Loan
Party or any of the Collateral,  or (iv) creates or reasonably could be expected
to create an Event of Default. In exercising such judgment,  FINOVA may consider
such  factors  already  included  in or tested  by the  definition  of  Eligible
Receivables  or Eligible  Inventory,  as well as any of the  following:  (i) the
financial  and  business   climate  of  the  Borrower's   industry  and  general
macroeconomic  conditions,  (ii) changes in collection history and dilution with
respect  to the  Receivables,  (iii)  changes in demand  for,  and  pricing  of,
Inventory, (iv) changes in any concentration of risk with respect to Receivables
and/or  Inventory,  and (v) any other  factors  that  change the credit  risk of
lending to the Borrower on the security of the  Receivables  and Inventory.  The
burden of establishing lack of good faith hereunder shall be on the Borrower.

         "Permitted  Encumbrance"  means each of the liens,  mortgages and other
security  interests set forth on the Schedule.

         "Person" means any individual, sole proprietorship,  partnership, joint
venture, trust, unincorporated organization,  association,  corporation, limited
liability company,  government,  or any agency or political division thereof, or
any other entity.

         "Plan" means any plan  described in ERISA Section 3(2)  maintained  for
employees of Borrower or any ERISA Affiliate, other than a Multiemployer Plan.

         "Prepared  Financials"  means the balance  sheets of Borrower as of the
date set forth in the Schedule in the section entitled 'Reporting  Requirements'
, and as of each  subsequent  date on which audited balance sheets are delivered
to FINOVA from time to time hereunder, and the related statements of operations,
changes in  stockholder's  equity and changes in cash flow for the periods ended
on such dates.

         "Prime Rate" has the meaning set forth in the Schedule.

         "Prohibited Transaction" means any transaction described in Section 406
of ERISA  which is not  exempt  by  reason  of  Section  408 of  ERISA,  and any
transaction  described  in  Section  4975(c)  of the IRC which is not  exempt by
reason of Section 4975(c)(2) of the IRC.

         "Property" has the meaning set forth in Section 8.2(a) hereof.

         "Receivable Loans" has the meaning set forth on the Schedule.

         "Receivables"  means all of Borrower's now owned and hereafter acquired
accounts  (whether  or not earned by  performance),  proceeds  of any letters of
credit  naming  Borrower  as  beneficiary,   contract  rights,   chattel  paper,
instruments,  documents and all other forms of  obligations at any time owing to
Borrower,  all  guaranties  and other  security  therefor,  whether  secured  or
unsecured,  all  merchandise  returned to or  repossessed  by Borrower,  and all
rights of  stoppage  in transit  and all other  rights or  remedies of an unpaid
vendor, lienor or secured party.

         "Renewal Term" has the meaning set forth on the Schedule.

         "Reportable  Event" means a reportable  event described in Section 4043
of ERISA or the  regulations  thereunder,  a withdrawal from a Plan described in
Section 4063 of ERISA, or a cessation of operations described in Section 4068(f)
of ERISA.

         "Revolving Credit Loans" has the meaning set forth in the Schedule.

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         "Revolving Credit Limit" has the meaning set forth in the Schedule.

         "Revolving Interest Rate" has the meaning set forth in the Schedule.

         "Schedule" has the meaning set forth in the preamble.

         "Start Date" has the meaning set forth in the Schedule.

         "Subordinated  Debt" means  liabilities  of Borrower  the  repayment of
which is  subordinated,  to the  payment  and  performance  of the  Obligations,
pursuant to a  subordination  agreement  acceptable  to FINOVA in its  permitted
discretion.

         "Tangible  Net Worth" at any date  means the  Borrower's  tangible  net
worth as determined in accordance with GAAP.

         "Term Loans" has the meaning set forth in the Schedule.

         "Termination Fee" has the meaning set forth in Section 9.2(d) hereof.

         "Total  Contractual  Debt Service"  means,  for any period,  the sum of
payments  made (or, as to clause (i) of this  sentence,  required to be made) by
Borrower  during  such  period for (i) Senior  Contractual  Debt  Service,  (ii)
pursuant to the Seller Note and/or Noncompete Agreement,  and (iii) interest and
scheduled  principal payments due on any and all other Indebtedness of Borrower,
including without limitation the Subordinated Indebtedness.

         "Total Facility" has the meaning set forth in Section 2.1 hereof.

         "Trademarks,  Copyrights, Licenses and Patents" means all of Borrower's
right,  title and interest in and to,  whether now owned or hereafter  acquired:
(i) trademarks, trademark registrations,  trade names, trade name registrations,
and trademark or trade name  applications,  including without limitation such as
are listed on the Schedule  attached hereto and made a part hereof,  as the same
may be amended  from time to time,  and (a)  renewals  thereof,  (b) all income,
royalties,  damages and  payments  now and  hereafter  due and/or  payable  with
respect thereto, including without limitation,  damages and payments for past or
future infringements  thereof, (c) the right to sue for past, present and future
infringements  thereof,  (d) all rights  corresponding  thereto  throughout  the
world, and (e) the goodwill of the business operated by Borrower  connected with
and  symbolized by any  trademarks or trade names;  (ii)  copyrights,  copyright
registrations and copyright  applications,  including without limitation such as
are listed on the Schedule  attached hereto and made a part hereof,  as the same
may be amended  from time to time,  and (a)  renewals  thereof,  (b) all income,
royalties,  damages and  payments  now and  hereafter  due and/or  payable  with
respect thereto, including without limitation,  damages and payments for past or
future infringements  thereof, (c) the right to sue for past, present and future
infringements  thereof, and (d) all rights corresponding  thereto throughout the
world; (iii) license agreements, including without limitation such as are listed
on the Schedule attached hereto and made a part hereof, and the right to prepare
for sale,  sell and advertise  for sale any Inventory now or hereafter  owned by
Borrower and now or  hereafter  covered by such  licenses;  and (iv) patents and
patent applications, registered or pending, including without limitation such as
are listed on the Schedule attached hereto, together with all income, royalties,
shop rights,  damages and payments  thereto,  the right to sue for infringements
thereof,  and  all  rights  thereto  throughout  the  world  and  all  reissues,
divisions,   continuations,   renewals,   extensions  and  continuations-in-part
thereof.

         "Unused Line Fee" has the meaning set forth in the Schedule.

         1.2 Other Terms.  All accounting  terms used in this Agreement,  unless
otherwise  indicated,  shall have the meanings given to such terms in accordance
with  GAAP.  All other  terms  contained  in this  Agreement,  unless  otherwise
indicated,  shall have the  meanings  provided  by the Code,  to the extent such
terms are defined therein.

2.       LOANS; INTEREST RATE AND OTHER CHARGES.

         2.1 Total Facility.  Upon the terms and conditions set forth herein and
provided  that no Event of Default or event which,  with the giving of notice or
the passage of time, or both, would  constitute an Event of Default,  shall have
occurred and be continuing, FINOVA shall, upon Borrower's request, make advances
to Borrower from time to time in an aggregate  outstanding  principal amount not
to exceed the Total  Facility  amount  (the "Total  Facility")  set forth on the
Schedule hereto,  subject to deduction of reserves for accrued interest and such
other reserves as FINOVA deems proper from time to time, and less amounts FINOVA
may be obligated to pay in the future on behalf of Borrower.  The Schedule is an
integral part of this Agreement and all  references to "herein",  "herewith" and
words of  similar  import  shall  for all  purposes  be deemed  to  include  the
Schedule.

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         2.2 Loans. Advances under the Total Facility ("Loans" and individually,
a "Loan") shall be comprised of the amounts shown on the Schedule.

         2.3  Overlines;  Overadvances.  If at any  time or for any  reason  the
outstanding  amount of advances  (including  all Letters of Credit)  extended or
issued  pursuant  hereto exceeds any of the dollar  limitations  ("Overline") or
percentage  limitations  ("Overadvance")  in the Schedule,  then Borrower shall,
upon FINOVA's  demand,  immediately  pay to FINOVA,  in cash, the full amount of
such Overline or Overadvance which, at FINOVA's option, may be applied to reduce
the outstanding  principal balance of the Loans and/or cash collateralize all or
any part of any  outstanding  Letters of  Credit.  Without  limiting  Borrower's
obligation  to  repay  to  FINOVA  on  demand  the  amount  of any  Overline  or
Overadvance, Borrower agrees to pay FINOVA interest on the outstanding principal
amount of any Overline or Overadvance,  on demand,  at the rate set forth on the
Schedule and applicable to the Revolving Credit Loans.

         2.4 Loan  Account.  All  advances  made  hereunder  (including  without
limitation all advances made by FINOVA under or in connection with any Letter of
Credit) shall be added to and deemed part of the Obligations  when made.  FINOVA
may from time to time charge all  Obligations  of Borrower  to  Borrower's  loan
account with FINOVA.

         2.5 Interest;  Fees.  Borrower  shall pay FINOVA  interest on the daily
outstanding  balance of the  Obligations  at the per annum rate set forth on the
Schedule. Borrower shall also pay FINOVA the fees set forth on the Schedule.

         2.6  Default   Interest  Rate.  Upon  the  occurrence  and  during  the
continuation  of an Event of Default,  Borrower shall pay FINOVA interest on the
daily outstanding balance of the Obligations and any L/C Fee at a rate per annum
which is two  percent  (2%) in  excess  of the rate  which  would  otherwise  be
applicable thereto pursuant to the Schedule.

         2.7 Examination  Fee.  Borrower agrees to pay to FINOVA the Examination
Fee in the amount set forth on the  Schedule  in  connection  with each audit or
examination  of Borrower  performed by FINOVA prior to or after the date hereof.
Without  limiting the generality of the foregoing,  Borrower shall pay to FINOVA
an  initial  Examination  Fee in an amount  equal to the amount set forth on the
Schedule.  Such initial Examination Fee shall be deemed fully earned at the time
of payment and due and payable upon the closing of this  transaction,  and shall
be deducted  from any good faith deposit paid by Borrower to FINOVA prior to the
date of this Agreement.

         2.8 Excess Interest.

         (a) The  contracted  for  rate of  interest  of the  loan  contemplated
hereby,  without  limitation,  shall consist of the following:  (i) the interest
rate set forth on the Schedule,  calculated and applied to the principal balance
of the  Obligations in accordance  with the provisions of this  Agreement;  (ii)
interest after an Event of Default,  calculated and applied to the amount of the
Obligations in accordance with the provisions  hereof;  and (iii) all Additional
Sums (as herein defined), if any. Borrower agrees to pay an effective contracted
for rate of  interest  which is the sum of the  above-referenced  elements.  The
Examination  Fee,  attorneys fees,  expert witness fees,  letter of credit fees,
collateral  monitoring  fees,  closing fees,  facility fees,  Termination  Fees,
Minimum Interest Charges,  other charges,  goods,  things in action or any other
sums or  things  of  value  paid  or  payable  by  Borrower  (collectively,  the
"Additional Sums"), whether pursuant to this Agreement or any other documents or
instruments in any way pertaining to this lending transaction, or otherwise with
respect to this lending transaction, that under any applicable law may be deemed
to be interest with respect to this lending transaction,  for the purpose of any
applicable  law that may limit the maximum amount of interest to be charged with
respect to this lending transaction,  shall be payable by Borrower as, and shall
be deemed to be, additional interest and for such purposes only, the agreed upon
and  "contracted  for rate of  interest" of this  lending  transaction  shall be
deemed to be increased by the rate of interest  resulting  from the inclusion of
the Additional Sums.

         (b) It is the intent of the  parties  to comply  with the usury laws of
the State of Arizona (the  "Applicable  Usury Law").  Accordingly,  it is agreed
that notwithstanding any provisions to the contrary in this Agreement, or in any
of the documents  securing payment hereof or otherwise  relating  hereto,  in no
event shall this Agreement or such  documents  require the payment or permit the
collection of interest in excess of the maximum  contract rate  permitted by the
Applicable Usury Law (the "Maximum  Interest  Rate").  In the event (a) any such
excess of interest  otherwise would be contracted for,  charged or received from
Borrower or otherwise in connection with the loan evidenced  hereby,  or (b) the
maturity of the  Obligations  is  accelerated in whole or in part, or (c) all or
part  of  the  Obligations  shall  be  prepaid,   so  that  under  any  of  such
circumstances the amount of interest

                                      - 6 -
<PAGE>

contracted for, shared or received in connection with the loan evidenced hereby,
would  exceed  the  Maximum  Interest  Rate,  then  in any  such  event  (1) the
provisions of this paragraph shall govern and control,  (2) neither Borrower nor
any other  Person now or  hereafter  liable for the  payment of the  Obligations
shall be obligated  to pay the amount of such  interest to the extent that it is
in excess of the Maximum  Interest Rate, (3) any such excess which may have been
collected shall be either applied as a credit against the then unpaid  principal
amount of the Obligations or refunded to Borrower,  at FINOVA's option,  and (4)
the effective  rate of interest  shall be  automatically  reduced to the Maximum
Interest  Rate. It is further  agreed,  without  limiting the  generality of the
foregoing,  that to the extent  permitted by the  Applicable  Usury Law; (x) all
calculations  of interest which are made for the purpose of determining  whether
such rate would exceed the Maximum  Interest  Rate shall be made by  amortizing,
prorating, allocating and spreading during the period of the full stated term of
the loan evidenced  hereby,  all interest at any time contracted for, charged or
received from Borrower or otherwise in connection with such loan; and (y) in the
event that the effective  rate of interest on the loan should at any time exceed
the Maximum  Interest Rate,  such excess interest that would otherwise have been
collected had there been no ceiling imposed by the Applicable Usury Law shall be
paid to FINOVA from time to time, if and when the effective interest rate on the
loan  otherwise  falls  below the  Maximum  Interest  Rate,  to the extent  that
interest paid to the date of  calculation  does not exceed the Maximum  Interest
Rate,  until the entire  amount of  interest  which  would  otherwise  have been
collected had there been no ceiling imposed by the Applicable Usury Law has been
paid in full.  Borrower  further agrees that should the Maximum Interest Rate be
increased at any time hereafter because of a change in the Applicable Usury Law,
then to the extent not  prohibited by the  Applicable  Usury Law, such increases
shall apply to all indebtedness  evidenced  hereby  regardless of when incurred;
but, again to the extent not prohibited by the Applicable  Usury Law, should the
Maximum  Interest Rate be decreased  because of a change in the Applicable Usury
Law,  such  decreases  shall  not  apply to the  indebtedness  evidenced  hereby
regardless of when incurred.

         2.9 Principal Payments; Proceeds of Collateral.

         (a)  Principal  Payments.  Except  where  evidenced  by  notes or other
instruments issued or made by Borrower to FINOVA specifically containing payment
provisions  which are in  conflict  with this  Section  2.10 (in which event the
conflicting  provisions  of said  notes or other  instruments  shall  govern and
control),  that portion of the  Obligations  consisting of principal  payable on
account of Loans  shall be payable by Borrower  to FINOVA  immediately  upon the
earliest of (i) the receipt by FINOVA or Borrower of any  proceeds of any of the
Collateral,  to the extent of said proceeds,  (ii) the occurrence of an Event of
Default in  consequence  of which FINOVA elects to  accelerate  the maturity and
payment of such loans,  or (iii) any  termination of this Agreement  pursuant to
Section 9.2 hereof; provided, however, that any Overadvance or Overline shall be
payable on demand pursuant to the provisions of Section 2.3 hereof.

         (b) Collections. Upon the occurrence of an Event of Default or upon the
occurrence of a Borrowing Event,  Borrower shall receive all payments as trustee
of FINOVA and immediately  deliver all payments to FINOVA in their original form
as set forth  below,  duly  endorsed in blank or cause the same to be  deposited
into a Blocked  Account  Dominion  Account of  Receivables or sums as trustee of
FINOVA and  immediately  deliver  all such  payments  or sums to FINOVA in their
original  form,  duly endorsed in blank or cause the same to be deposited into a
Blocked  Account or Dominion  Account.  FINOVA or its designee may, at any time,
notify account debtors that the Receivables  have been assigned to FINOVA and of
FINOVA's security interest therein, and may collect the Receivables directly and
charge the collection  costs and expenses to Borrower's  loan account.  Borrower
agrees that, in computing the charges under this Agreement, all items of payment
shall be deemed applied by FINOVA on account of the  Obligations on the Business
Day after  receipt by FINOVA of good funds which have been  finally  credited to
FINOVA's account, whether such funds are received directly from Borrower or from
the Blocked  Account  bank or the  Dominion  Account  bank,  pursuant to Section
2.10(c) hereof,  and this provision shall apply  regardless of the amount of the
Obligations  outstanding or whether any Obligations are  outstanding;  provided,
that if any such good funds are received  after 12:00 p.m.  noon (New York time)
on any Business Day or at any time on any day not  constituting  a Business Day,
such funds shall be deemed received on the immediately  following  Business Day.
FINOVA is not, however,  required to credit Borrower's account for the amount of
any  item  of  payment  which  is  unsatisfactory  to  FINOVA  in its  Permitted
Discretion and FINOVA may charge  Borrower's  loan account for the amount of any
item of payment which is returned to FINOVA unpaid.

         (c)  Establishment of a Lockbox Account or Dominion  Account.  Upon the
occurrence of an Event of

                                      - 7 -
<PAGE>

Default or upon the occurrence of a Borrowing Event and if directed by FINOVA in
writing,  Borrower shall cause all proceeds of Collateral to be deposited into a
lockbox account,  or such other "blocked account" as FINOVA may require (each, a
"Blocked  Account") pursuant to an arrangement with such bank as may be selected
by  Borrower  and be  acceptable  to FINOVA  which  proceeds,  unless  otherwise
provided herein, shall be applied in payment of the Obligations in such order as
FINOVA determines in its sole discretion.  Borrower shall issue to any such bank
an irrevocable letter of instruction  directing said bank to transfer such funds
so deposited to FINOVA,  either to any account maintained by FINOVA at said bank
or by wire transfer to appropriate  account(s) of FINOVA. All funds deposited in
a Blocked  Account  shall  immediately  become the sole  property  of FINOVA and
Borrower  shall  obtain the  agreement  by such bank to waive any offset  rights
against the funds so deposited. FINOVA assumes no responsibility for any Blocked
Account  arrangement,  including  without  limitation,  any claim of accord  and
satisfaction  or  release  with  respect  to  deposits   accepted  by  any  bank
thereunder.  Alternatively, FINOVA may establish depository accounts in the name
of FINOVA at a bank or banks for the  deposit of such funds  (each,  a "Dominion
Account") and Borrower  shall deposit all proceeds of  Receivables  and all cash
proceeds of any sale of Inventory or, to the extent permitted herein,  Equipment
or cause same to be deposited,  in kind, in such Dominion  Accounts of FINOVA in
lieu of depositing  same to Blocked  Accounts,  and, unless  otherwise  provided
herein,  all such funds  shall be applied by FINOVA to the  Obligations  in such
order as FINOVA determines in its sole discretion.

         (d)  Payments  Without   Deductions.   Borrower  shall  pay  principal,
interest,  and all other  amounts  payable  hereunder,  or under any other  Loan
Document,  without any deduction whatsoever,  including, but not limited to, any
deduction for any setoff or counterclaim.

         (e) Monthly Accountings.  FINOVA shall provide Borrower monthly with an
account of  advances,  charges,  expenses  and  payments  made  pursuant to this
Agreement.  Such  account  shall be deemed  correct,  accurate  and  binding  on
Borrower  and an account  stated  (except for  reverses  and  reapplications  of
payments made and corrections of errors  discovered by FINOVA),  unless Borrower
notifies  FINOVA in writing to the contrary  within  thirty (30) days after each
account is rendered, describing the nature of any alleged errors or admissions.

         2.10  Application of Collateral.  Except as otherwise  provided herein,
FINOVA shall have the  continuing  and  exclusive  right to apply or reverse and
reapply any and all payments to any portion of the Obligations in such order and
manner as FINOVA  shall  determine  in its sole  discretion.  To the extent that
Borrower  makes a payment or FINOVA  receives  any  payment or  proceeds  of the
Collateral for Borrower's benefit which is subsequently invalidated, declared to
be fraudulent or preferential,  set aside or required to be repaid to a trustee,
debtor in  possession,  receiver or any other party  under any  bankruptcy  law,
common  law or  equitable  cause,  or  otherwise,  then,  to  such  extent,  the
Obligations  or part  thereof  intended  to be  satisfied  shall be revived  and
continue as if such payment or proceeds had not been received by FINOVA.

         2.11  Application  of  Payments.  The amount of all payments or amounts
received  by FINOVA  with  respect  to the Loan  shall be  applied to the extent
applicable under this Agreement: (i) first, to accrued interest through the date
of such payment,  including any Default  Interest;  (ii) then, to any late fees,
overdue risk  assessments,  Examination  Fee and expenses,  collection  fees and
expenses  and any other fees and  expenses  due to FINOVA  hereunder;  and (iii)
last,  the remaining  balance,  if any, to the unpaid  principal  balance of the
Loan;  provided however,  while an Event of Default exists under this Agreement,
or under any other Loan Document,  each payment  hereunder  shall be (x) held as
cash collateral to secure Obligations relating to any Letters of Credit or other
contingent  obligations  arising under the Loan Documents  and/or (y) applied to
amounts  owed to  FINOVA  by  Borrower  as  FINOVA  in its sole  discretion  may
determine. In calculating interest and applying payments as set forth above: (a)
interest  shall be  calculated  and  collected  through  the date a  payment  is
actually  applied by FINOVA under the terms of this  Agreement;  (b) interest on
the  outstanding  balance  shall be charged  during any grace  period  permitted
hereunder;  (c) at the end of each month,  all accrued and unpaid  interest  and
other charges provided for hereunder shall be added to the principal  balance of
the Loan; and (d) to the extent that Borrower makes a payment or FINOVA receives
any  payment or  proceeds  of the  Collateral  for  Borrower's  benefit  that is
subsequently  invalidated,  set  aside or  required  to be  repaid  to any other
Person,  then, to such extent, the Obligations intended to be satisfied shall be
revived and  continue as if such  payment or proceeds  had not been  received by
FINOVA  and  FINOVA  may  adjust  the  Loan  balances  as  FINOVA,  in its  sole
discretion, deems appropriate under the circumstances.

                                      - 8 -
<PAGE>

3.       SECURITY.

         3.1  Security  Interest  in the  Collateral.  To secure the payment and
performance  of the  Obligations  when due,  Borrower  hereby grants to FINOVA a
first priority security interest (subject only to Permitted Encumbrances) in all
of Borrower's now owned or hereafter acquired or arising  Inventory,  Equipment,
Receivables,  life  insurance  policies  and the proceeds  thereof,  Trademarks,
Copyrights,  Licenses  and Patents,  Investment  Property (as defined in Section
9-115 of the Code) and General Intangibles,  including,  without limitation, all
of Borrower's  Deposit Accounts,  money, any and all property now or at any time
hereafter in FINOVA's possession (including claims and credit balances), and all
proceeds (including proceeds of any insurance policies, proceeds of proceeds and
claims  against  third  parties),  all  products  and all books and  records and
computer data related to any of the foregoing  (all of the  foregoing,  together
with all other  property  in which  FINOVA  may be  granted  a lien or  security
interest, is referred to herein, collectively, as the "Collateral").

         3.2 Perfection and Protection of Security Interest.  Borrower shall, at
its  expense,  take all  actions  requested  by FINOVA  at any time to  perfect,
maintain,  protect and enforce  FINOVA's  first priority  security  interest and
other  rights in the  Collateral  and the  priority  thereof  from time to time,
including,   without   limitation,   (i)  executing  and  filing   financing  or
continuation statements and amendments thereof and executing and delivering such
documents and titles in connection  with motor vehicles as FINOVA shall require,
all in form and substance  satisfactory to FINOVA,  (ii) maintaining a perpetual
inventory and complete and accurate  stock records,  (iii)  delivering to FINOVA
warehouse  receipts covering any portion of the Collateral located in warehouses
and for which  warehouse  receipts  are issued,  and  transferring  Inventory to
warehouses  designated by FINOVA,  (iv) placing notations on Borrower's books of
account to disclose  FINOVA's  security  interest  therein and (v) delivering to
FINOVA all letters of credit on which Borrower is named beneficiary.  FINOVA may
file, without Borrower's signature,  one or more financing statements disclosing
FINOVA's security interest under this Agreement.  Borrower agrees that a carbon,
photographic,  photostatic  or  other  reproduction  of this  Agreement  or of a
financing statement is sufficient as a financing statement. If any Collateral is
at any time in the possession or control of any  warehouseman,  bailee or any of
Borrower's  agents or processors,  Borrower shall notify such Person of FINOVA's
security interest in such Collateral and, upon FINOVA's  request,  instruct them
to  hold  all  such   Collateral  for  FINOVA's   account  subject  to  FINOVA's
instructions.  From time to time, Borrower shall, upon FINOVA's request, execute
and deliver  confirmatory written instruments pledging the Collateral to FINOVA,
but  Borrower's  failure  to do so shall not affect or limit  FINOVA's  security
interest or other rights in and to the Collateral.  Until the  Obligations  have
been fully satisfied and FINOVA's  obligation to make further advances hereunder
has terminated,  FINOVA's  security interest in the Collateral shall continue in
full force and effect.

         3.3   Preservation   of  Collateral.   FINOVA  may,  in  its  Permitted
Discretion,  at any time  discharge any lien or encumbrance on the Collateral or
bond the same,  pay any  insurance,  maintain  guards,  pay any service  bureau,
obtain any record or take any other action to preserve the Collateral and charge
the cost thereof to Borrower's loan account as an Obligation.

         3.4 Insurance. Borrower will maintain and deliver evidence to FINOVA of
such insurance as is required by FINOVA,  written by insurers,  in amounts,  and
with  lender's  loss  payee,   additional   insured,   and  other  endorsements,
satisfactory  to FINOVA.  All premiums with respect to such  insurance  shall be
paid by Borrower as and when due.  Accurate and certified copies of the policies
shall be delivered by Borrower to FINOVA.  If Borrower fails to comply with this
Section,  FINOVA may (but shall not be required to) procure such  insurance  and
endorsements  at  Borrower's  expense and charge the cost thereof to  Borrower's
loan account as an Obligation.

         3.5 Collateral Reporting; Inventory.

         (a) Invoices.  Borrower  shall not re-date any invoice or sale from the
original date thereof or make sales on extended terms beyond those  customary in
Borrower's  industry,  or otherwise extend or modify the term of any Receivable.
If Borrower  becomes  aware of any matter  affecting any  Receivable,  including
information  affecting the credit of the account debtor thereon,  Borrower shall
promptly notify FINOVA in writing.

         (b) Instruments. In the event any Receivable is or becomes evidenced by
a promissory  note,  trade acceptance or any other instrument for the payment of
money,   Borrower   shall   immediately   deliver  such   instrument  to  FINOVA
appropriately endorsed to FINOVA and, regardless of the form of any presentment,
demand, notice of dishonor,  protest and notice of protest with respect thereto,
Borrower shall remain liable thereon until such instrument is paid in full.

                                      - 9 -
<PAGE>

         (c) Physical Inventory.  Borrower shall conduct a physical count of the
Inventory  at such  intervals  as FINOVA  requests (at such time as Borrower has
implemented a cycle count inventory  program  reasonably  satisfactory to FINOVA
then in such event FINOVA may only request a physical  inventory if there exists
an Event of Default  or FINOVA  has  reason to  believe an Event of Default  may
exist) and promptly supply FINOVA with a copy of such accounts  accompanied by a
report of the value  (calculated at the lower of cost or market value on a first
in,  first out basis) of the  Inventory  and such  additional  information  with
respect to the Inventory as FINOVA may request from time to time.

         (d)  Returns.  For so long as no Event of Default has  occurred  and is
continuing  and  subject to the  provisions  of Section  3.6(b),  if any account
debtor returns any Inventory to Borrower in the ordinary course of its business,
Borrower shall promptly  determine the reason for such return and promptly issue
a credit  memorandum  to the  account  debtor  (sending a copy to FINOVA) in the
appropriate  amount.  In  the  event  any  attempted  return  occurs  after  the
occurrence  of any  Event of  Default,  Borrower  shall  (i)  hold the  returned
Inventory in trust for FINOVA, (ii) segregate all returned Inventory from all of
Borrower's other property,  (iii)  conspicuously label the returned Inventory as
FINOVA's  property,  and (iv)  immediately  notify  FINOVA of the  return of any
Inventory,  specifying the reason for such return, the location and condition of
the returned Inventory,  and on FINOVA's request deliver such returned Inventory
to FINOVA.

         (e) Borrower shall not consign any Inventory.

         3.6 Receivables.

         (a)  Eligibility.  (i)  Borrower  represents  and  warrants  that  each
Receivable  covers and shall cover a bona fide sale or lease and  delivery by it
of goods or the  rendition  by it of  services  in the  ordinary  course  of its
business,  and shall be for a liquidated  amount and FINOVA's  security interest
shall not be subject to any offset, deduction, counterclaim, rights of return or
cancellation,  lien or other condition. If any representation or warranty herein
is  breached as to any  Receivable  or any  Receivable  ceases to be an Eligible
Receivable  for any reason  other than  payment  thereof,  then  FINOVA  may, in
addition to its other rights hereunder,  designate any and all Receivables owing
by that account debtor as not Eligible Receivables;  provided, that FINOVA shall
in any such event retain its security  interest in all  Receivables,  whether or
not Eligible  Receivables,  until the Obligations  have been fully satisfied and
FINOVA's  obligation to provide loans hereunder has  terminated.  (ii) FINOVA at
any time shall be entitled to (i)  establish  and increase or decrease  reserves
against  Eligible  Receivables and Eligible  Inventory,  (ii) reduce the advance
rates in the  Schedule or restore  such  advance  rates to any level equal to or
below the advance  rates set forth in the  Schedule or (iii)  impose  additional
restrictions  (or eliminate the same) to the standards of eligibility  set forth
in the definitions of "Eligible  Receivables"  and "Eligible  Inventory," in the
exercise of its  Permitted  Discretion.  FINOVA may but shall not be required to
rely on the schedules an/or reports  delivered to FINOVA in connection  herewith
in  determining  the then  eligibility of  Receivables  and Inventory.  Reliance
thereon  by FINOVA  from time to time  shall not be deemed to limit the right of
FINOVA to revise advance rates or standards of eligibility as provided above.

         (b) Disputes.  Borrower shall notify FINOVA promptly of all disputes or
claims and settle or adjust such disputes or claims at no expense to FINOVA, but
no discount,  credit or allowance  shall be granted to any account debtor and no
returns of merchandise  shall be accepted by Borrower without FINOVA's  consent,
except for  discounts,  credits  and  allowances  made or given in the  ordinary
course of Borrower's  business.  FINOVA may, at any time after the occurrence of
an Event of Default,  settle or adjust  disputes or claims directly with account
debtors  for  amounts and upon terms which  FINOVA  considers  advisable  in its
reasonable  credit  judgment and, in all cases,  FINOVA shall credit  Borrower's
loan  account  with only the net  amounts  received  by FINOVA in payment of any
Receivables.

         3.7  Equipment.  Borrower shall keep and maintain the Equipment in good
operating  condition and repair and make all necessary  replacements  thereto to
maintain and preserve the value and  operating  efficiency  thereof at all times
consistent  with  Borrower's  past  practice,  ordinary wear and tear  excepted.
Borrower  shall not permit any item of Equipment to become a fixture (other than
a trade fixture) to real estate or an accession to other property.

         3.8 Other Liens;  No Disposition of  Collateral.  Borrower  represents,
warrants and covenants  that except for FINOVA's  security  interest,  Permitted
Encumbrances,  and such other liens, claims and encumbrances as may be permitted
by  FINOVA  in its  sole  discretion  from  time  to time  in  writing,  (a) all
Collateral is and shall  continue to be owned by it free and clear of all liens,
claims and encumbrances  whatsoever and (b) Borrower shall not, without FINOVA's
prior  written  approval,  sell,  encumber  or  dispose  of or permit  the sale,
encumbrance or disposal of any Collateral or all or any

                                     - 10 -
<PAGE>

substantial  part of any of its  other  assets  (or  any  interest  of  Borrower
therein),  except for the sale of Inventory in the ordinary course of Borrower's
business. In the event FINOVA gives any such prior written approval with respect
to any such sale of  Collateral,  the same may be  conditioned on the sale price
being equal to, or greater than, an amount acceptable to FINOVA. The proceeds of
any such  sales of  Collateral  shall be  remitted  to FINOVA  pursuant  to this
Agreement for application to the Obligations.

         3.9 Collateral  Security.  The  Obligations  shall  constitute one loan
secured by the  Collateral.  FINOVA may, in its sole  discretion,  (i) exchange,
enforce,  waive or release  any of the  Collateral,  (ii) apply  Collateral  and
direct  the order or  manner  of sale  thereof  as it may  determine,  and (iii)
settle, compromise,  collect or otherwise liquidate any Collateral in any manner
without  affecting  its right to take any other action with respect to any other
Collateral.

4.       CONDITIONS OF CLOSING.

         4.1  Initial  Advance.  The  obligation  of FINOVA to make the  initial
advance  hereunder or to issue or arrange for the issuance of the initial Letter
of Credit hereunder is subject to the fulfillment, to the satisfaction of FINOVA
and its counsel, of each of the following conditions on or prior to the date set
forth on the Schedule:

         (a) Loan  Documents.  FINOVA shall have  received each of the following
Loan Documents:  (i) the Agreement fully and properly executed by Borrower; (ii)
promissory  notes in such  amounts  and on such terms and  conditions  as FINOVA
shall   specify,   executed  by  Borrower;   (iii)  such  security   agreements,
intellectual  property  assignments,  pledge agreements,  mortgages and deeds of
trust as FINOVA may require with respect to this  Agreement and any  Guaranties,
executed by each of the parties  thereto and, if applicable,  duly  acknowledged
for  recording  or  filing  in  the  appropriate   governmental   offices;  (iv)
Subordination Agreements in form and substance acceptable to FINOVA, executed by
each of the  Subordinating  Creditors,  together with copies of all  instruments
subject thereto showing a legend indicating such subordination; (v) such Blocked
Account or Dominion  Account  agreements  as it shall  determine;  and (vi) such
other  documents,  instruments  and agreements in connection  herewith as FINOVA
shall require, executed, certified and/or acknowledged by such parties as FINOVA
shall designate;

         (b)  Terminations by Existing  Lender.  Borrower's  existing  lender(s)
shall  have  executed  and  delivered  UCC  termination   statements  and  other
documentation  evidencing the termination of its liens and security interests in
the  assets of  Borrower  or a  subordination  agreement  in form and  substance
satisfactory to FINOVA in its sole discretion;

         (c) Charter Documents.  FINOVA shall have received copies of Borrower's
By-laws and Articles or Certificate of Incorporation,  as amended,  modified, or
supplemented to the Closing Date, certified by the Secretary of Borrower;

         (d)  Good  Standing.  FINOVA  shall  have  received  a  certificate  of
corporate  status with  respect to  Borrower,  dated within ten (10) days of the
Closing  Date,  by the  Secretary  of State of the  state  of  incorporation  of
Borrower,  which certificate shall indicate that Borrower is in good standing in
such state;

         (e) Foreign  Qualification.  FINOVA shall have received certificates of
corporate status with respect to Borrower and each other Loan Party,  each dated
within ten (10) days of the Closing  Date,  issued by the  Secretary of State of
each state in which such party's  failure to be duly qualified or licensed would
have a material adverse effect on its financial condition or assets,  indicating
that such party is in good standing;

         (f) Authorizing Resolutions and Incumbency.  FINOVA shall have received
a certificate  from the  Secretary of Borrower  attesting to (i) the adoption of
resolutions of Borrower's  Board of Directors,  and  shareholders  or members if
necessary,  authorizing  the  borrowing of money from FINOVA and  execution  and
delivery of this  Agreement and the other Loan  Documents to which Borrower is a
party, and authorizing  specific  officers of Borrower to execute same, and (ii)
the authenticity of original specimen signatures of such officers;

         (g)  Insurance.  FINOVA shall have received the insurance  certificates
and  certified  copies of policies  required by Section 3.4 hereof,  in form and
substance  satisfactory  to FINOVA and its counsel,  together with an additional
insured  endorsement  in favor of FINOVA with respect to all liability  policies
and a lender's loss payable  endorsement  in favor of FINOVA with respect to all
casualty  and  business  interruption  policies,  each  in  form  and  substance
acceptable to FINOVA and its counsel;

         (h) Title Insurance.  FINOVA shall have received binding commitments to
issue such title insurance with respect to Collateral or security for Guaranties
which is comprised of real property as it shall determine;

                                     - 11 -
<PAGE>

         (i)  Searches;  Certificates  of  Title.  FINOVA  shall  have  received
searches  reflecting the filing of its financing  statements and fixture filings
in  such   jurisdictions  as  it  shall  determine,   and  shall  have  received
certificates of title with respect to the Collateral  which shall have been duly
executed in a manner sufficient to perfect all of the security interests granted
to FINOVA;

         (j) Landlord,  Bailee and Mortgagee Waivers. FINOVA shall have received
landlord,  bailee  and/or  mortgagee  waivers from the lessors,  bailees  and/or
mortgagees of all locations where any Collateral is located;

         (k)  Fees.  Borrower  shall  have  paid all fees  payable  by it on the
Closing Date pursuant to this Agreement;

         (l)  Opinion  of  Counsel.  FINOVA  shall have  received  an opinion of
Borrower's  counsel  covering such matters as FINOVA shall determine in its sole
discretion;

         (m) Officer  Certificate.  FINOVA shall have received a certificate  of
the President and the Chief Financial  Officer or similar  official of Borrower,
attesting  to the  accuracy of each of the  representations  and  warranties  of
Borrower  set forth in this  Agreement  and the  fulfillment  of all  conditions
precedent to the initial advance hereunder;

         (n) Solvency  Certificate.  If requested,  FINOVA shall have received a
signed  certificate  of the  Borrower's  duly elected  Chief  Financial  Officer
concerning  the  solvency  and  financial  condition  of  Borrower,  on FINOVA's
standard form;

         (o) Blocked Account. The Blocked Account referred to in Section 2.10(c)
hereof shall have been  established  to the  satisfaction  of FINOVA in its sole
discretion;

         (p)   Environmental   Certificate.   FINOVA  shall  have   received  an
Environmental  Certificate from Borrower, in form and substance  satisfactory to
FINOVA in its permitted discretion, with respect to all locations of Collateral;

         (q) Search and References.  FINOVA shall have received and approved the
results  of  UCC,  tax  lien,  litigation,  judgment,  and  bankruptcy  searches
regarding  Buyer,  Borrower,  Seller,  Investors  and such members of the senior
management  of Seller as shall  remain with  Borrower,  and shall have  received
satisfactory customer, vendor and credit reference checks on Seller.

         (r)  Landlord's  Consent.  FINOVA shall  require that Seller enter in a
Landlord's  Consent  Agreement and Estoppel  Certificate,  in form and substance
satisfactory  to FINOVA to cure  defaults  under  such  lease  and  continue  in
occupancy of such premises in the event of defaults by Borrower  pursuant either
to the Lease or the Loan Documents.

         (s) No Material Adverse Changes. Prior to the Closing Date, there shall
have occurred no material adverse change in the financial condition of Seller or
Borrower,  or in the  condition of the assets of Seller,  from that shown on the
draft  financial  statements  for  Seller  dated on the  date  set  forth in the
Schedule.  At the  closing,  Borrower  shall  deliver  to  FINOVA  an  officer's
certification  confirming  that Borrower is unaware of the existence of any such
material adverse change in Seller's financial condition.

         (t)  Material  Agreements.  FINOVA  shall have  received,  reviewed and
approved all material  agreements to which Borrower shall be a party,  including
any such agreements of Seller which Borrower shall assume.

         (u)  Projections.  Borrower shall submit cash flow  projections and pro
forma  balance  sheet with  adjusting  entries  (i)  showing  that the  proposed
financing will provide  sufficient  funds for the Borrower's  projected  working
capital  needs,  and (ii) showing:  (1) that the Borrower  will have  reasonably
sufficient  capital  for the  conduct  of its  business  following  the  initial
funding,  and (2) that the  Borrower  will not incur debts beyond its ability to
pay such debts as they mature.

         (v)  Opinions.  To the extent any Person other than  Borrower  shall be
parties to the Loan Documents, FINOVA reserves the right to require satisfactory
opinions of counsel for each such Person  concerning the proper  organization of
such  Person and the due  authorization,  execution,  delivery,  enforceability,
validity  and  binding  effect of the Loan  Documents  to which such Person is a
party.  Each such  opinion of counsel  shall  confirm,  to the  satisfaction  of
FINOVA,  that the opinion is being delivered to FINOVA at the instruction of the
party  represented  by such  counsel,  that  FINOVA is  entitled to rely on such
opinion  and that for  purposes  of such  reliance,  FINOVA  is  deemed to be in
privity with the opining counsel.

         (w) ADA  Compliance.  If necessary,  as of the Closing  Date,  Borrower
shall be in compliance with the Americans with Disabilities Act of 1990 ("ADA"),
or, if any renovations of Borrower's  facilities or  modifications of Borrower's
employment  practices  shall be required to bring them into  compliance with the
ADA, review and approval by FINOVA of Borrower's proposed plan to come

                                     - 12 -
<PAGE>

into such compliance.  Borrower shall deliver  representations and warranties to
FINOVA concerning Borrower's compliance with the ADA, and no evidence shall have
come to the  attention of FINOVA  indicating  that Borrower is not in compliance
with the ADA  (except  to the  extent  that  FINOVA has  reviewed  and  approved
Borrower's plan to come into compliance).

         (x)  Schedule  Conditions.   Borrower  shall  have  complied  with  all
additional conditions precedent as set forth in the Schedule attached hereto.

         (y) Other Matters.  All other documents and legal matters in connection
with the transactions  contemplated by this Agreement shall have been delivered,
executed and recorded and shall be in form and substance  satisfactory to FINOVA
and its counsel including,  without limitation,  each of the items listed on the
Closing Checklist attached as Exhibit 4.1 hereto.

         4.2 Subsequent  Advances.  The obligation of FINOVA to make any advance
or issue or cause any  Letter of Credit to be issued  hereunder  (including  the
initial advance or Letter of Credit) shall be subject to the further  conditions
precedent  that,  on and as of the date of such  advance  or  Letter  of  Credit
issuance:  (a) the  representations and warranties of Borrower set forth in this
Agreement  shall be accurate,  before and after giving effect to such advance or
issuance and to the application of any proceeds thereof; (b) no Event of Default
and no event which,  with notice or passage of time or both, would constitute an
Event of Default  has  occurred  and is  continuing,  or would  result from such
advance or issuance or from the  application  of any  proceeds  thereof;  (c) no
material  adverse  change has occurred in the Borrower's  business,  operations,
financial  condition,  in the  condition  of the  Collateral  or other assets of
Borrower or in the  prospect of  repayment  of the  Obligations;  and (d) FINOVA
shall have received such other approvals,  opinions or documents as FINOVA shall
reasonably request.

5.       REPRESENTATIONS AND WARRANTIES.

         Borrower represents and warrants that:

         5.1 Due  Organization.  It is a  corporation  duly  organized,  validly
existing  and in good  standing  under  the laws of the  State  set forth on the
Schedule,  is qualified and authorized to do business and is in good standing in
all states in which such  qualification and good standing are necessary in order
for it to conduct its business and own its property, and has all requisite power
and  authority  to conduct  its  business  as  presently  conducted,  to own its
property and to execute and deliver each of the Loan  Documents to which it is a
party and perform all of its Obligations thereunder, and has not taken any steps
to windup, dissolve or otherwise liquidate its assets;

         5.2 Other Names. Borrower has not, during the preceding five (5) years,
been known by or used any other corporate or fictitious name except as set forth
on the Schedule,  nor has Borrower been the surviving corporation of a merger or
consolidation or acquired all or  substantially  all of the assets of any Person
during such time;

         5.3 Due  Authorization.  The  execution,  delivery and  performance  by
Borrower of the Loan  Documents to which it is a party have been  authorized  by
all necessary  corporate  action and do not and shall not constitute a violation
of any applicable law or of Borrower's  Articles or Certificate of Incorporation
or By-Laws or any other document, agreement or instrument to which Borrower is a
party or by which Borrower or its assets are bound;

         5.4 Binding Obligation. Each of the Loan Documents to which Borrower is
a party is the legal,  valid and  binding  obligation  of  Borrower  enforceable
against Borrower in accordance with its terms;

         5.5 Intangible Property.  Borrower possesses adequate assets, licenses,
patents, patent applications, copyrights, trademarks, trademark applications and
trade names for the present and planned future  conduct of its business  without
any known  conflict  with the rights of  others,  and each is valid and has been
duly registered or filed with the appropriate governmental authorities;  each of
Borrower's patents,  patent applications,  copyrights,  trademarks and trademark
applications which have been registered or filed with any governmental authority
(including the U.S. Patent and Trademark Office and the Library of Congress) are
listed by name, date and filing number on the Schedule;

         5.6 Capital.  Borrower has capital  sufficient to conduct its business,
is able to pay its debts as they mature, and owns property having a fair salable
value  greater  than the  amount  required  to pay all of its  debts  (including
contingent debts);

         5.7 Material Litigation.  Borrower has no pending or overtly threatened
litigation,  actions or proceedings  which would materially and adversely affect
its  business,  assets,  operations,   prospects  or  condition,   financial  or
otherwise, or the Collateral or any of FINOVA's interests therein;

                                     - 13 -
<PAGE>

         5.8  Title;   Security   Interests   of  FINOVA.   Borrower  has  good,
indefeasible  and  merchantable  title to the Collateral and, upon the execution
and delivery of the Loan Documents,  the filing of UCC-1  Financing  Statements,
delivery of the certificate(s) evidencing any pledged securities,  the filing of
any  collateral   assignments  or  security   agreements   regarding   Borrower,
Trademarks,  Copyrights,  Licenses and/or Patents,  if any, with the appropriate
governmental  offices and the  recording of any mortgages or deeds of trust with
respect  to  real  property,  in  each  case in the  appropriate  offices,  this
Agreement and such  documents  shall create valid and perfected  first  priority
liens in the Collateral, subject only to Permitted Encumbrances;

         5.9 Restrictive Agreements; Labor Contracts. Borrower is not a party or
subject  to any  contract  or  subject  to any  charge,  corporate  restriction,
judgment,  decree or order  materially  and  adversely  affecting  its business,
assets,  operations,  prospects or condition,  financial or otherwise,  or which
restricts its right or ability to incur Indebtedness, and it is not party to any
labor dispute. In addition,  no labor contract is scheduled to expire during the
Initial Term of this  Agreement,  except as disclosed to FINOVA in writing prior
to the date hereof;

         5.10 Laws.  Borrower is not in  violation  of any  applicable  statute,
regulation,  ordinance  or any  order of any  court,  tribunal  or  governmental
agency, in any respect materially and adversely  affecting the Collateral or its
business, assets, operations, prospects or condition, financial or otherwise;

         5.11 Consents. Borrower has obtained or caused to be obtained or issued
any required consent of a governmental agency or other Person in connection with
the financing contemplated hereby;

         5.12  Defaults.  Borrower is not in default  with  respect to any note,
indenture, loan agreement,  mortgage, lease, deed or other agreement to which it
is a party or by which it or its assets are  bound,  nor has any event  occurred
which, with the giving of notice or the lapse of time, or both, would cause such
a default;

         5.13  Financial  Condition.  The  Prepared  Financials  fairly  present
Borrower's financial condition and results of operations and those of such other
Persons  described therein as of the date thereof in accordance with GAAP; there
are no  material  omissions  from the  Prepared  Financials  or  other  facts or
circumstances  not reflected in the Prepared  Financials;  and there has been no
material and adverse change in such financial  condition or operations since the
date of the initial Prepared Financials delivered to FINOVA hereunder;

         5.14 ERISA.  None of Borrower,  any ERISA Affiliate,  or any Plan is or
has  been  in  violation  of  any  of  the  provisions  of  ERISA,  any  of  the
qualification  requirements  of IRC  Section  401(a)  or  any  of the  published
interpretations thereunder, nor has Borrower or any ERISA Affiliate received any
notice to such  effect.  No notice of intent to  terminate a Plan has been filed
under Section 4041 of ERISA,  nor has any Plan been terminated  under ERISA. The
PBGC has not  instituted  proceedings  to  terminate,  or appointed a trustee to
administer,  a Plan. No lien upon the assets of Borrower has arisen with respect
to a Plan.  No  prohibited  transaction  or  Reportable  Event has occurred with
respect to a Plan.  Neither  Borrower nor any ERISA  Affiliate  has incurred any
withdrawal  liability with respect to any Multiemployer  Plan. Borrower and each
ERISA Affiliate have made all  contributions  required to be made by them to any
Plan or Multiemployer Plan when due. There is no accumulated  funding deficiency
in any Plan, whether or not waived;

         5.15 Taxes.  Borrower has filed all tax returns and such other  reports
as it is required by law to file and has paid or made adequate provision for the
payment on or prior to the date when due of all taxes,  assessments  and similar
charges that are due and payable;

         5.16 Locations;  Federal Tax ID No.  Borrower's  chief executive office
and the  offices  and  locations  where  it keeps  the  Collateral  (except  for
Inventory in transit) are at the locations set forth on the Schedule,  except to
the extent that such  locations  may have been changed after notice to FINOVA in
accordance with Section 6.4 hereof; Borrower's federal tax identification number
is as shown on the Schedule;

         5.17  Business  Relationships.  There  exists no  actual or  threatened
termination,  cancellation  or limitation of, or any  modification or change in,
the  business  relationship  between  Borrower  and any customer or any group of
customers whose  purchases  individually or in the aggregate are material to the
business of Borrower, or with any material supplier, and there exists no present
condition  or state  of  facts  or  circumstances  which  would  materially  and
adversely  affect  Borrower or prevent  Borrower from  conducting  such business
after the  consummation  of the  transactions  contemplated by this Agreement in
substantially the same manner in which it has heretofore been conducted; and

                                     - 14 -
<PAGE>

         5.18 Year 2000.  Borrower has taken all action necessary to assure that
there will be no material adverse change to Borrower's business by reason of the
advent of the year 2000, including,  without limitation, that all computer-based
systems,  embedded  microchips  and other  processing  capabilities  effectively
recognize and process dates after April 1, 1999.

         5.19 Reaffirmations.  Each request for a loan made by Borrower pursuant
to this Agreement shall constitute (i) an automatic  representation and warranty
by  Borrower  to FINOVA  that there does not then exist any Event of Default and
(ii)  a   reaffirmation   as  of  the  date  of  said  request  of  all  of  the
representations  and warranties of Borrower  contained in this Agreement and the
other Loan Documents.

6.       COVENANTS.

         6.1  Affirmative  Covenants.  Borrower  covenants  that, so long as any
Obligation remains outstanding and this Agreement is in effect, it shall:

              6.1.1  Taxes.  File  all tax  returns  and  pay or  make  adequate
provision  for the  payment of all taxes,  assessments  and other  charges on or
prior to the date when due;

              6.1.2 Notice of Litigation.  Promptly  notify FINOVA in writing of
any  litigation,  suit or  administrative  proceeding  which may  materially and
adversely  affect the  Collateral or Borrower's  business,  assets,  operations,
prospects  or  condition,  financial or  otherwise,  whether or not the claim is
covered by insurance;

              6.1.3  ERISA.  Notify  FINOVA in  writing  (i)  promptly  upon the
occurrence  of any event  described  in  Paragraph  4043 of ERISA,  other than a
termination,  partial  termination or merger of a Plan or a transfer of a Plan's
assets and (ii) prior to any  termination,  partial  termination  or merger of a
Plan or a transfer of a Plan's assets;

              6.1.4 Change in Location. Notify FINOVA in writing forty-five (45)
days prior to any change in the location of Borrower's chief executive office or
the location of any  Collateral,  or Borrower's  opening or closing of any other
place of business;

              6.1.5 Corporate  Existence.  Maintain its corporate  existence and
its  qualification  to do business and good standing in all states necessary for
the conduct of its  business  and the  ownership  of its  property  and maintain
adequate assets, licenses, patents,  copyrights,  trademarks and trade names for
the conduct of its business;

              6.1.6 Labor  Disputes.  Promptly  notify  FINOVA in writing of any
labor dispute to which  Borrower is or may become  subject and the expiration of
any labor contract to which Borrower is a party or bound;

              6.1.7 Violations of Law.  Promptly notify FINOVA in writing of any
violation of any law,  statute,  regulation  or  ordinance  of any  governmental
entity,  or of any agency  thereof,  applicable to Borrower which may materially
and adversely affect the Collateral or Borrower's business,  assets,  prospects,
operations or condition, financial or otherwise;

              6.1.8 Defaults.  Notify FINOVA in writing within five (5) Business
Days of Borrower's default under any note, indenture, loan agreement,  mortgage,
lease or other  agreement to which  Borrower is a party or by which  Borrower is
bound, or of any other default under any Indebtedness of Borrower;

              6.1.9 Capital  Expenditures.  Promptly notify FINOVA in writing of
the making of any Capital Expenditure  materially affecting Borrower's business,
assets, prospects,  operations or condition,  financial or otherwise,  except to
the extent permitted in the Schedule;

              6.1.10  Books and  Records.  Keep  adequate  records  and books of
account with respect to its business activities in which proper entries are made
in accordance with GAAP, reflecting all of its financial transactions;

              6.1.11  Leases;  Warehouse  Agreements.  Provide  FINOVA  with (i)
copies of all  agreements  between  Borrower and any landlord,  warehouseman  or
bailee which owns any premises at which any  Collateral  may, from time to time,
be located  (whether for  processing,  storage or  otherwise),  and (ii) without
limiting the landlord,  bailee and/or mortgagee  waivers to be provided pursuant
to Section 4.1(j) hereof,  additional landlord,  bailee and/or mortgagee waivers
in form  acceptable to FINOVA with respect to all locations where any Collateral
is hereafter located;

              6.1.12 Additional Documents. At FINOVA's request, promptly execute
or  cause  to be  executed  and  delivered  to  FINOVA  any and  all  documents,
instruments  or  agreements   deemed  necessary  by  FINOVA  to  facilitate  the
collection of the  Obligations  or the Collateral or otherwise to give effect to
or carry  out the terms or intent  of this  Agreement  or any of the other  Loan
Documents.  Without  limiting the  generality  of the  foregoing,  if any of the
Receivables  with a face value in excess of $1,000 arises out of a contract with
the United

                                     - 15 -
<PAGE>

States of America or any  department,  agency,  subdivision  or  instrumentality
thereof, Borrower shall promptly notify FINOVA of such fact in writing and shall
execute any  instruments  and take any other  action  required or  requested  by
FINOVA to comply with the  provisions  of the Federal  Assignment of Claims Act;
and

              6.1.13 Financial  Covenants.  Comply with the financial  covenants
set forth on the Schedule.

         6.2 Negative Covenants.  Without FINOVA's prior written consent,  which
consent  FINOVA  may  withhold  in its  permitted  discretion,  so  long  as any
Obligation remains  outstanding and this Agreement is in effect,  Borrower shall
not:

              6.2.1  Mergers.  Merge or  consolidate  with or acquire  any other
Person,  or make any other  material  change in its capital  structure or in its
business  or  operations  which  might  adversely  affect the  repayment  of the
Obligations;

              6.2.2 Loans.  Make advances,  loans or extensions of credit to, or
invest in, any Person,  except for loans or cash advances to employees which are
permitted in the Schedule;

              6.2.3  Dividends.  Declare or pay cash  dividends  upon any of its
stock or distribute any of its property or redeem,  retire,  purchase or acquire
directly or indirectly any of its stock;

              6.2.4  Adverse  Transactions.  Enter  into any  transaction  which
materially  and  adversely  affects the  Collateral  or its ability to repay the
Obligations in full as and when due;

              6.2.5  Indebtedness  of Others.  Guarantee  or become  directly or
contingently liable for the Indebtedness of any Person, except by endorsement of
instruments for deposit and except for the existing  guarantees made by Borrower
prior to the date hereof, if any, which are set forth in the Schedule;

              6.2.6 Repurchase.  Make a sale to any customer on a bill-and-hold,
guaranteed sale, sale and return,  sale on approval,  consignment,  or any other
repurchase or return basis (however, this shall not disallow customer returns in
the ordinary course of Borrower's business consistent with past practices);

              6.2.7 Name.  Use any corporate or  fictitious  name other than its
corporate name as set forth in its Articles or Certificate of  Incorporation  on
the date hereof or as set forth on the Schedule;

              6.2.8  Prepayment.   Prepay  any  Indebtedness  other  than  trade
payables and other than the Obligations;

              6.2.9 Capital  Expenditure.  Make or incur any Capital Expenditure
if,  after  giving  effect  thereto,   the  aggregate   amount  of  all  Capital
Expenditures by Borrower in any fiscal year would exceed the amount set forth on
the Schedule;

              6.2.10 Compensation.  Pay total compensation,  including salaries,
withdrawals,  fees, bonuses,  commissions,  drawing accounts and other payments,
whether directly or indirectly, in money or otherwise, during any fiscal year to
all of Borrower's  executives,  officers and directors (or any relative thereof)
in an amount in excess of the amount set forth on the  Schedule  plus bonuses in
accordance  with the  bonus  plan  attached  hereto  as  exhibit  6.2.10  or any
subsequent  replacement plan provided such replacement  bonus plan's  provisions
are materially consistent with such prior plan;

              6.2.11 Indebtedness.  Create, incur, assume or permit to exist any
Indebtedness  (including  Indebtedness  in  connection  with Capital  Leases) in
excess of the amount set forth on the Schedule,  other than (i) the Obligations,
(ii) trade payables and other contractual obligations to suppliers and customers
incurred  in the  ordinary  course of  business,  and (iii)  other  Indebtedness
existing on the date of this Agreement and reflected in the Prepared  Financials
(except  Indebtedness  paid on the date of this  Agreement  from proceeds of the
initial advances hereunder), and (iv) Subordinated Debt;

              6.2.12 Affiliate  Transactions.  Except as set forth below,  sell,
transfer, distribute or pay any money or property to any Affiliate, or invest in
(by capital  contribution  or otherwise) or purchase or repurchase  any stock or
Indebtedness,  or any  property,  of any  Affiliate,  or  become  liable  on any
guaranty of the  indebtedness,  dividends or other obligations of any Affiliate.
Notwithstanding  the  foregoing,  Borrower  may pay  compensation  permitted  by
Section 6.2.10 to employees who are  Affiliates  and, if no Event of Default has
occurred,  Borrower may (i) engage in transactions with Affiliates in the normal
course of  business,  in amounts  and upon terms  which are fully  disclosed  to
FINOVA and which are no less favorable to Borrower than would be obtainable in a
comparable arm's length  transaction with a Person who is not an Affiliate,  and
(ii) make payments to a Subordinating Creditor that is an Affiliate,  subject to
and  only to the  extent  expressly  permitted  in the  Subordination  Agreement
between such Subordinating Creditor and FINOVA;

                                     - 16 -
<PAGE>

              6.2.13 Nature of Business. Enter into any new business or make any
material  change  in  any  of  Borrower's  business   objectives,   purposes  or
operations;

              6.2.14  FINOVA's Name.  Use the name of FINOVA in connection  with
any of Borrower's  business or  activities,  except in connection  with internal
business  matters or as required  in dealings  with  governmental  agencies  and
financial  institutions or with trade  creditors of Borrower,  solely for credit
reference purposes; or

              6.2.15  Margin  Security.  Borrower  will  not (and has not in the
past)  engaged  principally,  or as  one  of its  important  activities,  in the
business of extending  credit for the purpose of purchasing  or carrying  margin
stock (within the meaning of Regulation G or Regulation U issued by the Board of
Governors of the Federal Reserve  System),  and no proceeds of any Loan or other
advance will be used to purchase or carry any margin  stock or to extend  credit
to others for the purpose of purchasing or carrying any margin stock,  or in any
manner which might cause such Loan or other advance or the  application  of such
proceeds to violate  (or require any  regulatory  filing  under)  Regulation  G,
Regulation T, Regulation U, Regulation X or any other regulation of the Board of
Governors of the Federal Reserve  System,  in each case as in effect on the date
or dates of such Loan or other  advance and such use of  proceeds.  Further,  no
proceeds of any Loan or other  advance will be used to acquire any security of a
class which is registered  pursuant to Section 12 of the Securities Exchange Act
of 1934.

              6.2.16  Real  Property.  Purchase  or  acquire  any real  property
without  FINOVA's  prior  written  consent,  a condition of which  consent shall
include delivery of appropriate  environmental reports and analysis, in form and
substance satisfactory to FINOVA and its counsel.

              6.2.17  Year 2000.  Borrower  shall take all action  necessary  to
assure that there will be no material  adverse change to Borrower's  business by
reason of the advent of the year 2000, including,  without limitation,  that all
computer-based  systems,  embedded microchips and other processing  capabilities
effectively  recognize  and  process  dates  after  April 1, 1999.  At  Lender's
request,  Borrower shall provide to Lender  assurance  reasonably  acceptable to
Lender that Borrower's  computer-based  systems,  embedded  microchips and other
processing capabilities are year 2000 compatible.


7.       DEFAULT AND REMEDIES.

         7.1 Events of Default.  Any one or more of the  following  events shall
constitute an Event of Default under this Agreement:

         (a)  Borrower  fails to pay when due and  payable  any  portion  of the
Obligations at stated maturity,  upon acceleration or otherwise and such failure
is not cured within three (3) Business Days;

         (b)  Borrower  or any other Loan Party  fails or  neglects  to perform,
keep,  or  observe  any  Obligation  including,  but not  limited  to, any term,
provision,  condition,  covenant or agreement  contained in any Loan Document to
which Borrower or such other Loan Party is a party;

         (c) Any material adverse change occurs in Borrower's business,  assets,
operations, prospects or condition, financial or otherwise;

         (d) The prospect of repayment of any portion of the  Obligations or the
value or priority of FINOVA's  security interest in the Collateral is materially
impaired;

         (e) Any portion of Borrower's assets is seized, attached,  subjected to
a writ or distress  warrant,  is levied upon or comes into the possession of any
judicial officer;

         (f) Borrower  shall  generally  not pay its debts as they become due or
shall enter into any agreement (whether written or oral), or offer to enter into
any agreement,  with all or a significant number of its creditors  regarding any
moratorium or other indulgence with respect to its debts or the participation of
such  creditors  or their  representatives  in the  supervision,  management  or
control of the business of Borrower;

         (g) Any  bankruptcy  or other  insolvency  proceeding  is  commenced by
Borrower,  or any such  proceeding  is  commenced  against  Borrower and remains
undischarged or unstayed for forty-five (45) days;

         (h) Any  notice of lien,  levy or  assessment  is filed of record  with
respect to any of Borrower's assets;

         (i) Any judgments are entered against  Borrower in an aggregate  amount
exceeding $25,000 in any fiscal year which are not stayed or bonded;

         (j) Any default  shall occur under (i) any material  agreement  between
Borrower and any third party including,  without  limitation,  any default which
would  result in a right by such third party to  accelerate  the maturity of any
Indebtedness of Borrower to such third party, or (ii) any Subordinated Debt;

                                     - 17 -
<PAGE>

         (k)  Any  representation  or  warranty  made  or  deemed  to be made by
Borrower,  any  Affiliate  or any other Loan Party in any Loan  Document  or any
other  statement,  document or report made or delivered to FINOVA in  connection
therewith shall prove to have been misleading in any material respect;

         (l) Any  Guarantor  dies,  terminates  or  attempts  to  terminate  its
Guaranty or any security  therefor or becomes subject to any bankruptcy or other
insolvency proceeding;

         (m) Any  Prohibited  Transaction  or Reportable  Event shall occur with
respect to a Plan which could have a material  adverse  effect on the  financial
condition of Borrower;  any lien upon the assets of Borrower in connection  with
any Plan shall arise; Borrower or any of its ERISA Affiliates shall fail to make
full  payment  when  due of  all  amounts  which  Borrower  or any of its  ERISA
Affiliates may be required to pay to any Plan or any  Multiemployer  Plan as one
or more contributions  thereto;  Borrower or any of its ERISA Affiliates creates
or permits the creation of any accumulated  funding  deficiency,  whether or not
waived; or

         (n) Any  transfer  of more than ten  percent  (10%) of the  issued  and
outstanding shares of common stock or other evidence of ownership of Borrower.

         NOTWITHSTANDING  ANYTHING TO THE CONTRARY  HEREIN,  FINOVA RESERVES THE
RIGHT TO CEASE  MAKING  ANY LOANS  DURING  ANY CURE  PERIOD  STATED  ABOVE,  AND
THEREAFTER IF AN EVENT OF DEFAULT HAS OCCURRED.

         7.2 Remedies.  Upon the occurrence of an Event of Default,  FINOVA may,
at its option and in its sole  discretion  and in  addition  to all of its other
rights under the Loan  Documents,  cease making Loans,  terminate this Agreement
and/or  declare  all of the  Obligations  to be  immediately  payable  in  full.
Borrower agrees that FINOVA shall also have all of its rights and remedies under
applicable law, including,  without limitation,  the default rights and remedies
of a  secured  party  under  the Code,  and upon the  occurrence  of an Event of
Default  Borrower  hereby consents to the appointment of a receiver by FINOVA in
any  action   initiated  by  FINOVA  pursuant  to  this  Agreement  and  to  the
jurisdiction  and venue set forth in Section  9.25 hereof,  and Borrower  waives
notice and posting of a bond in connection  therewith.  Further,  FINOVA may, at
any time, take possession of the Collateral and keep it on Borrower's  premises,
at no cost to FINOVA,  or remove any part of it to such other place(s) as FINOVA
may desire,  or Borrower shall,  upon FINOVA's demand,  at Borrower's sole cost,
assemble the  Collateral  and make it available to FINOVA at a place  reasonably
convenient  to FINOVA.  FINOVA may sell and deliver any  Collateral at public or
private sales, for cash, upon credit or otherwise,  at such prices and upon such
terms as FINOVA  deems  advisable,  at FINOVA's  discretion,  and may, if FINOVA
deems it  reasonable,  postpone  or  adjourn  any sale of the  Collateral  by an
announcement  at the time and place of sale or of such  postponed  or  adjourned
sale  without  giving a new notice of sale.  Borrower  agrees that FINOVA has no
obligation to preserve  rights to the  Collateral or marshall any Collateral for
the benefit of any Person.  FINOVA is hereby granted a license or other right to
use,  without  charge,  Borrower's  labels,  patents,  copyrights,  name,  trade
secrets,  trade  names,  trademarks  and  advertising  matter,  or  any  similar
property,  in completing  production,  advertising or selling any Collateral and
Borrower's rights under all licenses and all franchise agreements shall inure to
FINOVA's  benefit.  Any  requirement  of reasonable  notice shall be met if such
notice is mailed  postage  prepaid to  Borrower  at its address set forth in the
heading  to this  Agreement  at  least  five  (5)  days  before  sale  or  other
disposition. The proceeds of sale shall be applied, first, to all attorneys fees
and other  expenses of sale,  and second,  to the  Obligations  in such order as
FINOVA shall elect,  in its sole  discretion.  FINOVA shall return any excess to
Borrower and  Borrower  shall remain  liable for any  deficiency  to the fullest
extent permitted by law.

         7.3 Standards for Determining Commercial  Reasonableness.  Borrower and
FINOVA  agree  that  the  following  conduct  by  FINOVA  with  respect  to  any
disposition of Collateral shall conclusively be deemed  commercially  reasonable
(but other conduct by FINOVA, including, but not limited to, FINOVA's use in its
sole discretion of other or different times,  places and manners of noticing and
conducting any disposition of Collateral shall not be deemed unreasonable):  Any
public  or  private  disposition:  (i) as to which on no  later  than the  fifth
calendar  day prior  thereto  written  notice  thereof  is mailed or  personally
delivered to Borrower and, with respect to any public  disposition,  on no later
than the fifth calendar day prior thereto  notice thereof  describing in general
nonspecific  terms,  the  Collateral  to be disposed of is  published  once in a
newspaper of general circulation in the county where the sale is to be conducted
(provided that no notice of any public or private  disposition  need be given to
the  Borrower or  published  if the  Collateral  is  perishable  or threatens to
decline speedily in value or is of a type

                                     - 18 -
<PAGE>

customarily sold on a recognized  market);  (ii) which is conducted at any place
designated by FINOVA,  with or without the Collateral  being present;  and (iii)
which commences at any time between 8:00 a.m. and 5:00 p.m. Without limiting the
generality of the foregoing, Borrower expressly agrees that, with respect to any
disposition  of  accounts,  instruments  and  general  intangibles,  it shall be
commercially  reasonable for FINOVA to direct any prospective  purchaser thereof
to ascertain directly from Borrower any and all information concerning the same,
including,  but not limited to, the terms of payment, aging and delinquency,  if
any,  the  financial  condition  of any  obligor  or account  debtor  thereon or
guarantor thereof, and any collateral therefor.

8.       EXPENSES AND INDEMNITIES

         8.1  Expenses.  Borrower  covenants  that,  so long  as any  Obligation
remains  outstanding  and this  Agreement  remains in effect,  it shall promptly
reimburse FINOVA for all costs, fees and reasonable  expenses incurred by FINOVA
in  connection  with  the   negotiation,   preparation,   execution,   delivery,
administration and enforcement of each of the Loan Documents, including, but not
limited to, the attorneys' and paralegals' fees of in-house and outside counsel,
expert witness fees, lien, title search and insurance fees,  appraisal fees, all
charges and  expenses  incurred  in  connection  with any and all  environmental
reports and environmental remediation activities, and all other costs, expenses,
taxes and filing or recording fees payable in connection  with the  transactions
contemplated by this  Agreement,  including  without  limitation all such costs,
fees and  expenses  as FINOVA  shall  incur or for  which  FINOVA  shall  become
obligated  in  connection  with  (i)  any  inspection  or  verification  of  the
Collateral,   (ii)  any  proceeding  relating  to  the  Loan  Documents  or  the
Collateral,  (iii)  actions  taken with respect to the  Collateral  and FINOVA's
security  interest  therein,  including,  without  limitation,  the  defense  or
prosecution of any action involving FINOVA and Borrower or any third party, (iv)
enforcement  of  any  of  FINOVA's  rights  and  remedies  with  respect  to the
Obligations  or Collateral  and (v)  consultation  with  FINOVA's  attorneys and
participation in any workout, bankruptcy or other insolvency or other proceeding
involving any Loan Party or any  Affiliate,  whether or not suit is filed or the
issues are peculiar to federal  bankruptcy or state  insolvency  laws.  Borrower
shall  also pay all  FINOVA  charges  in  connection  with bank wire  transfers,
forwarding  of loan  proceeds,  deposits  of checks and other  items of payment,
returned  checks,  establishment  and maintenance of lockboxes and other Blocked
Accounts,  and all other bank and  administrative  matters,  in accordance  with
FINOVA's  schedule  of bank and  administrative  fees and charges in effect from
time to time.

         8.2 Environmental Matters.

         (a) Definitions.  The following  definitions apply to the provisions of
this Section 8.2: (a) the term "Applicable Law" shall include,  but shall not be
limited  to, all  local,  state  and/or  federal  laws,  rules,  regulations  or
ordinances,  whether currently in existence or hereafter enacted,  which govern,
to the extent  applicable  to the  Property or to Borrower,  (i) the  existence,
cleanup and/or remedy of contamination on real property;  (ii) the protection of
the environment from soil, air or water pollution, or from spilled, deposited or
otherwise emplaced  contamination;  (iii) the emission or discharge of hazardous
substances into the environment;  (iv) the control of hazardous  wastes;  or (v)
the use,  generation,  transport,  treatment,  removal or recovery of  Hazardous
Substances; (b) the term "Hazardous Substance" shall mean (i) any oil, flammable
substance,  explosives,  radioactive materials,  hazardous wastes or substances,
toxic wastes or substances or any other  wastes,  materials or pollutants  which
either pose a hazard to the  Property or to persons on or about the  Property or
cause the Property to be in violation of any  Applicable  Law;  (ii) asbestos in
any form which is or could become friable,  urea  formaldehyde  foam insulation,
transformers or other equipment which contain dielectric fluid containing levels
of  polychlorinated  biphenyls,  or radon gas;  (iii) any chemical,  material or
substance  defined as or included in the  definition of "hazardous  substances,"
"waste," "hazardous wastes," "hazardous materials," "extremely hazardous waste,"
"restricted  hazardous waste," or "toxic  substances" or words of similar import
under any  Applicable  Law;  (iv) any other  chemical,  material  or  substance,
exposure  to which is  prohibited,  limited  or  regulated  by any  governmental
authority  which  may or could  pose a hazard  to the  health  or  safety of the
occupants of the Property or the owners and/or occupants of property adjacent to
or  surrounding  the  Property,  or any other person coming upon the Property or
adjacent property; and (v) any other chemical,  materials or substance which may
or could pose a hazard to the  environment;  and (c) the term  "Property"  shall
mean all real property,  wherever located, in which Borrower or any Affiliate of
Borrower  has any right,  title or  interest,  whether now existing or hereafter
arising, and including, without limitation, as owner, lessor or lessee.

         (b) Covenants and Representations. (1) Borrower represents and warrants
that there have not been during the period of Borrower's possession of any

                                     - 19 -
<PAGE>

interest in the  Property  and, to the best of its  knowledge  after  reasonable
inquiry,  there have not been at any other times, any activities on the Property
involving,  directly or indirectly, the use, generation,  treatment,  storage or
disposal of any Hazardous  Substances  except in compliance  with Applicable Law
(i) under,  on or in the land  included in the  Property,  whether  contained in
soil,  tanks,  sumps,  ponds,  lagoons,  barrels,  cans or  other  containments,
structures or  equipment,  (ii)  incorporated  in the  buildings,  structures or
improvements   included  in  the  Property,   including  any  building  material
containing  asbestos,  or (iii) used in connection  with any operations on or in
the Property.  (2) Without  limiting the  generality of the foregoing and to the
extent not included within the scope of this Section 8.2(b), Borrower represents
and warrants that it is in full  compliance with Applicable Law and has received
no notice  from any  Person or any  governmental  agency or other  entity of any
violation  by Borrower or its  Affiliates  of any  Applicable  Law. (3) Borrower
shall be solely  responsible  for and agrees to  indemnify  FINOVA,  protect and
defend  FINOVA with counsel  reasonably  acceptable  to FINOVA,  and hold FINOVA
harmless  from and  against  any claims,  actions,  administrative  proceedings,
judgments,  damages,  punitive damages,  penalties,  fines,  costs,  liabilities
(including sums paid in settlements of claims),  interest or losses,  attorneys'
fees  (including any fees and expenses  incurred in enforcing  this  indemnity),
consultant fees, expert fees, and other out-of-pocket costs or expenses actually
incurred by FINOVA (collectively,  the "Environmental  Costs"), that may, at any
time or from time to time,  arise  directly or indirectly  from or in connection
with: (i) the presence,  suspected presence, release or suspected release of any
Hazardous  Substance whether into the air, soil, surface water or groundwater of
or at the Property, or any other violation of Applicable Law, or (ii) any breach
of the foregoing representations and covenants;  except to the extent any of the
foregoing  result  from  the  actions  of  FINOVA,  its  employees,  agents  and
representatives. All Environmental Costs incurred or advanced by FINOVA shall be
deemed  to be made by FINOVA in good  faith  and  shall  constitute  Obligations
hereunder.

9.       MISCELLANEOUS.

         9.1 Examination of Records; Financial Reporting.

         (a) Examinations. FINOVA shall at all reasonable times have full access
to and the right to examine,  audit,  make abstracts and copies from and inspect
Borrower's records, files, books of account and all other documents, instruments
and  agreements  relating  to the  Collateral  and the right to check,  test and
appraise  the  Collateral.  Borrower  shall  deliver  to FINOVA  any  instrument
necessary  for FINOVA to obtain  records  from any  service  bureau  maintaining
records for Borrower.  All  instruments  and  certificates  prepared by Borrower
showing the value of any of the Collateral  shall be accompanied,  upon FINOVA's
request,  by copies of related purchase orders and invoices.  FINOVA may, at any
time  after  the  occurrence  of an Event of  Default,  remove  from  Borrower's
premises Borrower's books and records (or copies thereof) or require Borrower to
deliver such books and records or copies to FINOVA.  FINOVA may, without expense
to FINOVA,  use such of  Borrower's  personnel,  supplies and premises as may be
reasonably necessary for maintaining or enforcing FINOVA's security interest.

         (b)  Reporting  Requirements.   Borrower  shall  furnish  FINOVA,  upon
request, such information and statements as FINOVA shall reasonably request from
time to time regarding Borrower's business affairs,  financial condition and the
results of its  operations.  Without  limiting the  generality of the foregoing,
Borrower shall provide FINOVA with:  (i) FINOVA's  standard form  collateral and
loan report,  monthly (or more frequently if requested by FINOVA),  unless there
are any  Revolving  Credit Loans  outstanding  in which event weekly or upon the
occurrence  of a  Borrowing  Event in which event upon a daily  basis,  and upon
FINOVA's request,  copies of sales journals,  cash receipt journals, and deposit
slips; (ii) upon FINOVA's request, copies of sales invoices, customer statements
and credit memoranda  issued,  remittance  advices and reports;  (iii) copies of
shipping and delivery documents,  upon request; (iv) on or prior to the date set
forth  on  the   Schedule,   monthly   agings  (aged  from  invoice   date)  and
reconciliations  of  Receivables  (with  listings  of  concentrated   accounts),
payables  reports,  inventory  reports,  compliance  certificates  and unaudited
financial  statements  with  respect  to the  prior  month  prepared  on a basis
consistent  with such  statements  prepared  in prior  months and  otherwise  in
accordance  with  GAAP;  (v)  audited  annual   consolidated  and  consolidating
financial  statements,  prepared  in  accordance  with GAAP  applied  on a basis
consistent  with the most  recent  Prepared  Financials  provided  to  FINOVA by
Borrower, including balance sheets, income and cash flow statements, accompanied
by the unqualified  report thereon of independent  certified public  accountants
acceptable to FINOVA, as soon as available, and in any event, within ninety (90)
days  after  the  end  of  each  of  Borrower's  fiscal  years;  and  (vi)  such
certificates relating to the foregoing as FINOVA may request, including, without

                                     - 20 -
<PAGE>

limitation,  a monthly  certificate  from the president and the chief  financial
officer of Borrower  showing  Borrower's  compliance  with each of the financial
covenants set forth in this Agreement,  and stating whether any Event of Default
has  occurred or event which,  with giving of notice or the passage of time,  or
both, would constitute an Event of Default,  and if so, the steps being taken to
prevent or cure such Event of  Default.  All  reports  or  financial  statements
submitted by Borrower  shall be in  reasonable  detail and shall be certified by
the principal financial officer of Borrower as being complete and correct.

         (c) Guarantor's  Financial  Statements and Tax Returns.  Borrower shall
cause  each of the  Guarantors  to  deliver to FINOVA  such  Guarantor's  annual
financial  statement  (in  form  acceptable  to  FINOVA)  and  a  copy  of  such
Guarantor's federal income tax return with respect to the corresponding year, in
each case on the date when such tax  return is due or, if  earlier,  on the date
when available.

         9.2      Term; Termination.

         (a) Term.  The Initial Term of the Revolving  Credit Loans facility and
the  obligation of FINOVA to made  advances  with respect  thereto in accordance
with this  Agreement  shall be as set forth on the  Schedule,  and the Revolving
Credit Loans facility and this Agreement shall be automatically  renewed for one
or more Renewal Term(s) as set forth in the Schedule,  unless earlier terminated
as provided herein.

         (b) Prior  Notice.  Each party shall have the right to  terminate  this
Agreement  effective at the end of the Initial Term or at the end of any Renewal
Term by giving  the other  party  written  notice  not less than sixty (60) days
prior to the  effective  date of such  termination,  by  registered or certified
mail.

         (c)  Payment  in Full.  Upon the  effective  date of  termination,  the
Obligations shall become immediately due and payable in full in cash.

         (d) Early  Termination;  Termination  Fee. In addition to the procedure
set forth in Section  9.2(b),  Borrower may terminate this Agreement at any time
but only upon sixty (60)  days'  prior  written  notice  and  prepayment  of the
Obligations.  Upon any such early  termination by Borrower or any termination of
this Agreement by FINOVA upon the  occurrence of an Event of Default,  then, and
in any such event,  Borrower shall pay to FINOVA upon the effective date of such
termination a fee (the "Termination Fee") in an amount equal to the amount shown
on the Schedule. Notwithstanding the foregoing, in the event that Borrower shall
desire to enter into any merger or  acquisition  of or with  another  Person and
FINOVA shall not consent to such merger or  acquisition,  FINOVA  hereby  agrees
that provided FINOVA would have maintained a first priority security interest in
all of the assets of the entire merged or acquired  entity had FINOVA  consented
to such merger or acquisition,  Borrower may, upon the closing of such merger or
acquisition  and payment in full of the  Obligations,  terminate  this Agreement
without  payment  of a  Termination  Fee.  Upon  such  payment  in  full  of all
Obligations  of  Borrower  to  FINOVA,  FINOVA  will  release  its  liens in the
Collateral.

         9.3 Recourse to Security;  Certain  Waivers.  All Obligations  shall be
payable by Borrower as provided for herein and, in full, at the  termination  of
this Agreement; recourse to security shall not be required at any time. Borrower
waives  presentment and protest of any instrument and notice thereof,  notice of
default and, to the extent  permitted by  applicable  law, all other  notices to
which Borrower might otherwise be entitled.

         9.4 No Waiver by  FINOVA.  Neither  FINOVA's  failure to  exercise  any
right, remedy or option under this Agreement, any supplement, the Loan Documents
or other  agreement  between  FINOVA  and  Borrower  nor any  delay by FINOVA in
exercising  the same  shall  operate as a waiver.  No waiver by FINOVA  shall be
effective  unless in writing  and then only to the extent  stated.  No waiver by
FINOVA shall affect its right to require strict  performance of this  Agreement.
FINOVA's rights and remedies shall be cumulative and not exclusive.

         9.5 Binding on Successor and Assigns. All terms, conditions,  promises,
covenants,  provisions  and  warranties  shall  inure to the benefit of and bind
FINOVA's and Borrower's respective representatives, successors and assigns.

         9.6  Severability.   If  any  provision  of  this  Agreement  shall  be
prohibited or invalid under applicable law, it shall be ineffective only to such
extent, without invalidating the remainder of this Agreement.

         9.7  Amendments;  Assignments.  This  Agreement  may  not be  modified,
altered or amended,  except by an  agreement  in writing  signed by Borrower and
FINOVA. Borrower may not sell, assign or transfer any interest in this Agreement
or  any  other  Loan  Document,  or  any  portion  thereof,  including,  without
limitation,  any of Borrower's rights, title,  interests,  remedies,  powers and
duties   hereunder  or  thereunder.   Borrower   hereby   consents  to  FINOVA's
participation,  sale, assignment,  transfer or other disposition, at any time or
times  hereafter,  of this Agreement and any of the other Loan Documents,  or of
any

                                     - 21 -
<PAGE>

portion  hereof or thereof,  including,  without  limitation,  FINOVA's  rights,
title,  interests,  remedies,  powers and duties  hereunder  or  thereunder.  In
connection  therewith,  FINOVA may disclose all documents and information  which
FINOVA now or hereafter may have relating to Borrower or Borrower's business. To
the extent that FINOVA assigns its rights and  obligations  hereunder to a third
party,  FINOVA shall  thereafter be released from such assigned  obligations  to
Borrower and such assignment  shall effect a novation  between Borrower and such
third party.

         9.8 Integration. This Agreement, together with the Schedule (which is a
part hereof) and the other Loan Documents,  reflect the entire  understanding of
the parties with respect to the transactions contemplated hereby.

         9.9 Survival.  All of the  representations  and  warranties of Borrower
contained in this Agreement shall survive the execution, delivery and acceptance
of this  Agreement by the parties.  No  termination  of this Agreement or of any
guaranty of the  Obligations  shall  affect or impair the  powers,  obligations,
duties, rights, representations, warranties or liabilities of the parties hereto
and all shall survive such termination.

         9.10  Evidence  of  Obligations.   Each  Obligation  may,  in  FINOVA's
discretion,  be  evidenced  by  notes  or other  instruments  issued  or made by
Borrower to FINOVA.  If not so  evidenced,  such  Obligation  shall be evidenced
solely by entries upon FINOVA's books and records.

         9.11 Loan  Requests.  Each oral or  written  request  for a loan by any
Person who purports to be any employee,  officer or authorized agent of Borrower
shall  be made to  FINOVA  on or  prior to 11:00  a.m.,  New York  time,  on the
Business Day on which the proceeds  thereof are requested to be paid to Borrower
and shall be conclusively presumed to be made by a Person authorized by Borrower
to do so and the  crediting  of a loan to  Borrower's  operating  account  shall
conclusively  establish  Borrower's  obligation  to repay such loan.  Unless and
until Borrower otherwise directs FINOVA in writing,  all loans shall be wired to
Borrower's operating account set forth on the Schedule.

         9.12 Notices.  Any notice  required  hereunder  shall be in writing and
addressed  to the  Borrower  and  FINOVA  at their  addresses  set  forth at the
beginning of this Agreement.  Notices  hereunder shall be deemed received on the
earlier of receipt, whether by mail, personal delivery, facsimile, or otherwise,
or upon deposit in the United States mail, postage prepaid.

         9.13 Brokerage Fees.  Borrower  represents and warrants to FINOVA that,
with respect to the  financing  transaction  herein  contemplated,  no Person is
entitled  to any  brokerage  fee or other  commission  and  Borrower  agrees  to
indemnify and hold FINOVA harmless against any and all such claims.

         9.14 Disclosure. No representation or warranty made by Borrower in this
Agreement,  or in any  financial  statement,  report,  certificate  or any other
document  furnished in connection  herewith  contains any untrue  statement of a
material  fact or  omits  to  state  any  material  fact  necessary  to make the
statements herein or therein not misleading.  There is no fact known to Borrower
or which reasonably should be known to Borrower which Borrower has not disclosed
to FINOVA in writing  with  respect  to the  transactions  contemplated  by this
Agreement  which  materially  and  adversely   affects  the  business,   assets,
operations, prospects or condition (financial or otherwise), of Borrower.

         9.15 Publicity.  FINOVA is hereby authorized to issue appropriate press
releases and to cause a tombstone to be published announcing the consummation of
this transaction and the aggregate amount thereof.

         9.16  Captions.  The Section  titles  contained in this  Agreement  are
without substantive meaning and are not part of this Agreement.

         9.17 Injunctive Relief. Borrower recognizes that, in the event Borrower
fails to  perform,  observe  or  discharge  any of its  Obligations  under  this
Agreement,  any  remedy at law may  prove to be  inadequate  relief  to  FINOVA.
Therefore,  FINOVA,  if it so  requests,  shall be  entitled  to  temporary  and
permanent  injunctive  relief in any such case without the  necessity of proving
actual damages.

         9.18 Counterparts;  Facsimile Execution. This Agreement may be executed
in one or more  counterparts,  each of which taken together shall constitute one
and the same  instrument,  admissible  into  evidence.  Delivery  of an executed
counterpart of this Agreement by telefacsimile  shall be equally as effective as
delivery  of a  manually  executed  counterpart  of this  Agreement.  Any  party
delivering an executed counterpart of this Agreement by telefacsimile shall also
deliver a manually  executed  counterpart of this Agreement,  but the failure to
deliver  a  manually  executed   counterpart  shall  not  affect  the  validity,
enforceability, and binding effect of this Agreement.

         9.19  Construction.  The  parties  acknowledge  that each party and its
counsel have reviewed this Agreement and that the normal rule of construction to
the effect that any ambiguities are to be resolved against the

                                     - 22 -
<PAGE>

drafting party shall not be employed in the  interpretation of this Agreement or
any amendments or exhibits hereto.

         9.20 Time of Essence.  Time is of the essence  for the  performance  by
Borrower of the Obligations set forth in this Agreement.

         9.21 Limitation of Actions.  Borrower agrees that any claim or cause of
action by  Borrower  against  FINOVA,  or any of FINOVA's  directors,  officers,
employees,  agents,  accountants  or  attorneys,  based upon,  arising  from, or
relating to this  Agreement,  or any other present or future  agreement,  or any
other transaction  contemplated hereby or thereby or relating hereto or thereto,
or any other matter,  cause or thing whatsoever,  whether or not relating hereto
or thereto,  occurred,  done,  omitted or  suffered to be done by FINOVA,  or by
FINOVA's  directors,  officers,  employees,  agents,  accountants  or attorneys,
whether  sounding in contract or in tort or  otherwise,  shall be barred  unless
asserted by Borrower by the  commencement  of an action or proceeding in a court
of competent jurisdiction by the filing of a complaint within one year after the
first act,  occurrence or omission upon which such claim or cause of action,  or
any part thereof,  is based and service of a summons and complaint on an officer
of FINOVA or any other Person  authorized to accept service of process on behalf
of FINOVA, within 30 days thereafter.  Borrower agrees that such one-year period
of time is a reasonable and sufficient  time for Borrower to investigate and act
upon any such claim or cause of action.  The  one-year  period  provided  herein
shall not be waived,  tolled, or extended except by a specific written agreement
of FINOVA.  This provision  shall survive any termination of this Loan Agreement
or any other agreement.

         9.22 Liability. Neither FINOVA nor any FINOVA Affiliate shall be liable
for any indirect,  special,  incidental or  consequential  damages in connection
with any breach of contract,  tort or other wrong  relating to this Agreement or
the  Obligations  or the  establishment,  administration  or collection  thereof
(including   without   limitation   damages  for  loss  of   profits,   business
interruption,   or  the  like),   whether  such  damages  are   foreseeable   or
unforeseeable,  even if  FINOVA  has been  advised  of the  possibility  of such
damages.  Neither  FINOVA,  nor any  FINOVA  Affiliate  shall be liable  for any
claims,  demands,  losses or damages,  of any kind  whatsoever,  made,  claimed,
incurred or suffered by the Borrower through the ordinary  negligence of FINOVA,
or any FINOVA  Affiliate.  "FINOVA  Affiliate"  shall mean  FINOVA's  directors,
officers,  employees, agents, attorneys or any other Person or entity affiliated
with or representing FINOVA. 9.23 Notice of Breach by FINOVA. Borrower agrees to
give  FINOVA  written  notice  of (i) any  action or  inaction  by FINOVA or any
attorney of FINOVA in connection  with any Loan Documents that may be actionable
against  FINOVA or any  attorney of FINOVA or (ii) any defense to the payment of
the Obligations for any reason,  including,  but not limited to, commission of a
tort or  violation  of any  contractual  duty or duty  implied by law.  Borrower
agrees that  unless  such notice is fully given as promptly as possible  (and in
any event within  thirty (30) days) after  Borrower has  knowledge,  or with the
exercise of reasonable diligence should have had knowledge,  of any such action,
inaction or defense,  Borrower shall not assert, and Borrower shall be deemed to
have waived, any claim or defense arising therefrom.

         9.24  Application  of  Insurance  Proceeds.  The  net  proceeds  of any
casualty  insurance  insuring  the  Collateral,  after  deducting  all costs and
expenses  (including  attorneys'  fees)  of  collection,  shall be  applied,  at
FINOVA's  option,  either  toward  replacing or restoring the  Collateral,  in a
manner  and  on  terms   satisfactory  to  FINOVA,  or  toward  payment  of  the
Obligations. Any proceeds applied to the payment of Obligations shall be applied
in such manner as FINOVA may elect. In no event shall such  application  relieve
Borrower  from payment in full of all  installments  of  principal  and interest
which thereafter become due in the order of maturity thereof.

         9.25 Power of Attorney.  Borrower  appoints FINOVA and its designees as
Borrower's  attorney,  with the power to endorse  Borrower's name on any checks,
notes, acceptances, money orders or other forms of payment or security that come
into  FINOVA's  possession;  to sign  Borrower's  name on any invoice or bill of
lading relating to any Receivable,  on drafts against customers,  on assignments
of Receivables, on notices of assignment,  financing statements and other public
records,  on  verifications  of accounts  and on notices to customers or account
debtors;  to send  requests  for  verification  of  Receivables  to customers or
account  debtors;  after the  occurrence of any Event of Default,  to notify the
post office authorities to change the address for delivery of Borrower's mail to
an address designated by FINOVA and to open and dispose of all mail addressed to
Borrower;  and to do all other  things  FINOVA  deems  necessary or desirable to
carry out the terms of this Agreement. Borrower hereby ratifies and approves all
acts of such attorney.  Neither FINOVA nor any of its designees  shall be liable
for any acts or  omissions  nor for any error of  judgment or mistake of fact or
law while  acting as  Borrower's  attorney.  This power,  being  coupled with an
interest, is irrevocable until the Obligations have been fully

                                     - 23 -
<PAGE>

satisfied and FINOVA's obligation to provide loans hereunder shall have
terminated

         9.26  Governing  Law;  Waivers.   THIS  AGREEMENT,   INCLUDING  WITHOUT
LIMITATION  ENFORCEMENT OF THE  OBLIGATIONS,  SHALL BE INTERPRETED IN ACCORDANCE
WITH THE  INTERNAL  LAWS (AND NOT THE  CONFLICT  OF LAWS  RULES) OF THE STATE OF
ARIZONA GOVERNING CONTRACTS TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. BORROWER
HEREBY  CONSENTS TO THE  EXCLUSIVE  JURISDICTION  OF ANY STATE OR FEDERAL  COURT
LOCATED  WITHIN THE COUNTY OF  MARICOPA  IN THE STATE OF ARIZONA OR, AT THE SOLE
OPTION OF FINOVA,  IN ANY OTHER COURT IN WHICH  FINOVA SHALL  INITIATE  LEGAL OR
EQUITABLE  PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER
IN CONTROVERSY. BORROWER WAIVES ANY OBJECTION OF FORUM NON CONVENIENS AND VENUE.
BORROWER  FURTHER  WAIVES  PERSONAL  SERVICE OF ANY AND ALL PROCESS UPON IT, AND
CONSENTS  THAT ALL SUCH  SERVICE  OF  PROCESS BE MADE IN THE MANNER SET FORTH IN
SECTION 9.12 HEREOF FOR THE GIVING OF NOTICE.  BORROWER FURTHER WAIVES ANY RIGHT
IT MAY OTHERWISE HAVE TO COLLATERALLY ATTACK ANY JUDGMENT ENTERED AGAINST IT.

         9.27 MUTUAL  WAIVER OF RIGHT TO JURY TRIAL.  FINOVA AND  BORROWER  EACH
HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON,
ARISING OUT OF, OR IN ANY WAY  RELATING TO: (i) THIS  AGREEMENT;  (ii) ANY OTHER
PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN FINOVA AND BORROWER;  OR (iii)
ANY CONDUCT,  ACTS OR OMISSIONS OF FINOVA OR BORROWER OR ANY OF THEIR DIRECTORS,
OFFICERS,  EMPLOYEES,  AGENTS,  ATTORNEYS OR ANY OTHER PERSONS  AFFILIATED  WITH
FINOVA OR BORROWER; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT
OR TORT OR OTHERWISE. Borrower:


                               BOCA RESEARCH, INC.

                       Fed. Tax ID #______________________



                        By_______________________________

                           President or Vice President

         On this ____ day of  _______________,  1998,  personally came before me
____________________ to me known, who being by me duly sworn, did depose and say
that he is the  __________________ of  ______________________  , the corporation
described in and which executed the foregoing instrument; that he knows the seal
of said corporation;  that the seal affixed to said instrument is such corporate
seal;  that it was so  affixed  by  order  of the  Board  of  Directors  of said
corporation, and that he signed his name thereto, by like order.

                         -------------------------------
                                  Notary Public


         FINOVA:

         FINOVA CAPITAL CORPORATION


         By_______________________________

         Title______________________________



                                     - 24 -

<PAGE>

                                   Schedule to
                           Loan and Security Agreement


Borrower:                  BOCA RESEARCH, INC.

Address:                   1377 Clint Moore Road
                           Boca Raton, Florida 33487


Date:             November ___, 1998
<TABLE>
<CAPTION>
<S>      <C>      <C>               <C>     <C>      <C>      <C>

This Schedule forms an integral part of the Loan and Security Agreement between
the above Borrower and FINOVA Capital Corporation dated the above date, and all
references herein and therein to "this Agreement" shall be deemed to refer to
said Agreement and to this Schedule.

====================================================================================================================================
DEFINITIONS (SECTION 1):

         "Permitted Senior Indebtedness" means the $3,000,000.00 obligation
         evidenced by a promissory note incurred in connection with the
         acquisition of the assets of Global Village Communications, Inc.

====================================================================================================================================

TOTAL FACILITY (SECTION 2.1):

                  $5,000,000.00

====================================================================================================================================

LOANS (SECTION 2.2):

                                    Revolving  Credit Loans:  A revolving  line of credit  consisting  of loans  against  Borrower's
                                    Eligible Receivables  ("Receivable Loans") and against Borrower's Eligible Inventory ("Inventory
                                    Loans") (the Receivable  Loans and the Inventory Loans shall be collectively  referred to as the
                                    "Revolving Credit Loans") in an aggregate  outstanding principal amount not to exceed the lesser
                                    of (a) or (b) below:

                                            (a)      Five Million Dollars ($5,000,000) (the "Revolving Credit
                                                     Limit"), less any Loan Reserves, or

                                            (b)      an amount equal to the following:

                                                      (i)   an amount  equal to (A) 60% of the net amount of  Eligible  Receivables,
                                                            less (B) the  aggregate  undrawn  face  amount of all  Letters of Credit
                                                            issued under Section 2.4 of this Agreement; plus

                                                      (ii)  an amount not to exceed the lesser of:

                                                            (A) 20% of the value of Borrower's Eligible Inventory, calculated at the
                                                            lower of cost or market value and  determined  on a first-in,  first-out
                                                            basis, or
</TABLE>

                                      - 1 -
<PAGE>
<TABLE>
<CAPTION>
<S>                                 <C>              <C>    <C>
                                                            (B)      $1,500,000;   less

                                                     (iii) any Loan Reserves.


====================================================================================================================================
INTEREST AND FEES (SECTION 2.6):

                                    Revolving Interest Rate. Borrower shall pay
                                    FINOVA interest on the daily outstanding
                                    balance of Borrower's Revolving Credit Loans
                                    at a per annum rate of one percent (1)% in
                                    excess of the rate of interest announced
                                    publicly by Citibank, N.A., (or any
                                    successor thereto), from time to time as its
                                    "prime rate" (the " Prime Rate") which may
                                    not be such institution's lowest rate. The
                                    interest rate chargeable hereunder in
                                    respect of the Revolving Credit Loans
                                    (herein, the "Revolving Interest Rate")
                                    shall be increased or decreased, as the case
                                    may be, without notice or demand of any
                                    kind, upon the announcement of any change in
                                    the Prime Rate. Each change in the Prime
                                    Rate shall be effective hereunder on the
                                    first day following the announcement of such
                                    change. Interest charges and all other fees
                                    and charges herein shall be computed on the
                                    basis of a year of 360 days and actual days
                                    elapsed and shall be payable to FINOVA in
                                    arrears on the first day of each month.
                                    Notwithstanding the foregoing, in the event
                                    Borrower has made no requests for any
                                    Revolving Credit Advances during the first
                                    year this Agreement is in effect and
                                    provided there has not and does not exist an
                                    Event of Default, the Revolving Interest
                                    Rate shall be reduced to one half of one
                                    percent (.5%) above the Prime Rate during
                                    the second year of this Agreement.



                                    Collateral Monitoring Fee. At the closing of
                                    this transaction and on the first day of
                                    each calendar month thereafter, Borrower
                                    shall pay FINOVA a collateral monitoring fee
                                    of $45,000 during the first year of this
                                    Agreement and $25,000 during the second year
                                    of this Agreement ("Collateral Monitoring
                                    Fee"); the Collateral Monitoring Fee for
                                    each year shall be paid in equal monthly
                                    installments during such year on the first
                                    day of each month commencing on the first
                                    day of the month following the Closing Date.



                                    Closing Fee. At the closing of this
                                    transaction, Borrower shall pay to FINOVA a
                                    closing fee in an amount equal to one (1%)
                                    percent of the Total Facility ("Closing
                                    Fee), which shall be deemed fully earned on
                                    the date such payment is due.



                                    Facility Fee. Borrower shall pay to FINOVA a
                                    facility fee equal to one (1%) percent per
                                    annum of the amount of the Total Facility
                                    ("Facility Fee"). The Facility Fee shall be
                                    deemed fully earned at the time when due and
                                    is otherwise due and payable annually,
                                    commencing upon the first anniversary of the
                                    date of this Agreement and continuing on
                                    each subsequent anniversary thereof;
                                    provided however that if (i) there does not
                                    exist, and has not during the prior year
                                    existed, an Event of Default, and (ii)
                                    Borrower has had availability for revolving
                                    credit loans of not less than $1,500,000.00
                                    at all times during the then preceding six
                                    (6) months,

</TABLE>

                                      - 2 -
<PAGE>
<TABLE>
<CAPTION>
<S>                                 <C>     <C>
                                    the Facility Fee payable on the first anniversary of this Agreement shall be
                                    waived.



                                    Success Fee: Borrower shall pay FINOVA a
                                    success fee of $105,000 payable $30,000 on
                                    the first anniversary date of this Agreement
                                    and $75,000 on the second anniversary of
                                    this Agreement, provided however that if
                                    there does not exist, and has not during the
                                    prior year existed, an Event of Default and
                                    provided Borrower has not requested any
                                    Revolving Credit Loans during the first year
                                    of this Agreement the Success Fee of $30,000
                                    payable on the first anniversary of this
                                    Agreement shall be waived. Additionally, if
                                    no Events of Default exist or have existed
                                    and Borrower shows a net income on its
                                    profit and loss statement for the three
                                    months and nine months ended September 30,
                                    2000, the Success Fee of $75,000 payable on
                                    the second anniversary of this Agreement
                                    shall be reduced to $50,000.



                                    Examination Fee. Borrower agrees to pay to
                                    FINOVA an examination fee in the amount of
                                    $750.00 per person per day in connection
                                    with each audit or examination of Borrower
                                    performed by FINOVA prior to or after the
                                    date hereof, plus all costs and expenses
                                    incurred in connection therewith (the
                                    "Examination Fee"). Without limiting the
                                    generality of the foregoing, Borrower shall
                                    pay to FINOVA an initial Examination Fee in
                                    an amount equal to $750.00per person per
                                    day, plus all costs and expenses incurred in
                                    connection therewith. Such initial
                                    Examination Fee shall be deemed fully earned
                                    at the time of payment and due and payable
                                    upon the closing of this transaction, and
                                    shall be deducted from any good faith
                                    deposit paid by Borrower to FINOVA prior to
                                    the date of this Agreement.

====================================================================================================================================

CONDITIONS OF CLOSING (SECTION 4.1):

                                    The obligation of FINOVA to make the initial
                                    advance hereunder is subject to the
                                    fulfillment, to the satisfaction of FINOVA
                                    and its counsel, of each of the following
                                    conditions, in addition to the conditions
                                    set forth in Sections 4.1 and 4.2 above:

                                            (a) Lease and Landlord's Consent (Section 4.1(t)).  Location(s):  1377
                                            Clint Moore Road, Boca Raton, FL  33484 and all other Florida
                                            locations

                                            (b) No Material Adverse Change
                                            (Section 4.1(s)). Draft financial
                                            statements for Seller dated as of
                                            August 31, 1998. Further, no
                                            material adverse change has occurred
                                            in the Borrower's business,
                                            operations, financial condition, or
                                            assets or in the prospect of
                                            repayment of the Obligations since
                                            August 31, 1998.

                                            Borrower shall cause the conditions
                                            precedent set forth in Section 4.1
                                            of this Agreement and set forth
                                            above in this Schedule to be
                                            satisfied, and shall provide
                                            evidence to FINOVA that all such
                                            conditions precedent have been
                                            satisfied, on or before November 15,
                                            1998.

====================================================================================================================================
</TABLE>

                                      - 3 -
<PAGE>

BORROWER INFORMATION:
<TABLE>
<CAPTION>
<S>     <C>       <C>

         Borrower's State of Incorporation (Section 5.1):              FL

         Borrower's copyrights, patents trademarks, and licenses (Section 5.5):  Set Forth on Exhibit 5.5

         Fictitious Names/Prior Corporate Names  (Section 5.2):

                  Prior Corporate Names:                      None

                  Fictitious Names:                  None



         Borrower Locations (Section 5.16)

                                    1377 Clint Moore Road

                                    Boca Raton, FL 33487



                                    1601 Clint Moore Road

                                    Boca Raton, FL 33487



                                    6500 W. Rogers Circle

                                    Boca Raton, FL 33487



                                    1380 Bordeaux Drive

                                    Sunnyvale, CA 94089



         Borrower's Federal Tax Identification Number (Section 5.16):       59-2479377

         Permitted Encumbrances (Section 1.1):                None

====================================================================================================================================
FINANCIAL COVENANTS  (SECTION 6.1.13):

         Borrower shall comply with all of the following covenants. Compliance
         shall be determined as of the end of each month or quarter (as
         determined by FINOVA in its sole discretion), except as otherwise
         specifically provided below:

         Net Worth.                 Borrower shall maintain a minimum Tangible Net Worth of not less
         ---------                  than Fifteen Million Dollars ($15,000,000) at all times;



====================================================================================================================================
NEGATIVE COVENANTS (SECTION 6.2):

         Employee Advances:         Borrower shall not make any loans or advances to Employees except in the
         ------------------         ordinary course of business and consistent with past practices of Borrower
            in an aggregate amount not exceeding at any time $5,000.

         Existing Guaranties:       The Guaranty by Borrower of the lease for the premises occupied by
         --------------------       Borrower's wholly owned subsidiary.

</TABLE>

                                      - 4 -
<PAGE>
<TABLE>
<CAPTION>
<S>     <C>                <C>      <C>
         Capital Expenditures:      Borrower shall not make or incur any Capital Expenditure if, after giving
         ---------------------      effect thereto, the aggregate amount of all Capital Expenditures by
                                    Borrower in any fiscal year (beginning with
                                    the 1999 fiscal year) would exceed $700,000.

         Compensation:              Borrower shall not (except as otherwise provided in Section 6.2.10) pay
         -------------              total compensation, including salaries, withdrawals, fees, bonuses,
                                    commissions, drawing accounts and other
                                    payments, whether directly or indirectly, in
                                    money or otherwise, during any fiscal year
                                    to all of Borrower's executives, officers
                                    and directors (or any relative thereof) in
                                    an amount in excess of 115% of such total
                                    compensation paid in the immediately
                                    preceding fiscal year.

         Indebtedness:              Borrower shall not create, incur, assume or permit to exist any
         -------------              Indebtedness (including Indebtedness in connection with Capital Leases)
                                    in excess of $25,000 other than (i) the
                                    Obligations, (ii) trade payables and other
                                    contractual obligations to suppliers and
                                    customers incurred in the ordinary course of
                                    business.


====================================================================================================================================
REPORTING REQUIREMENTS (SECTION 9.1):

                           1.       Borrower shall provide FINOVA with monthly
                                    agings aged by invoice date and
                                    reconciliations of Receivables within ten
                                    (10) days after the end of each month.

                           2.       Borrower shall provide FINOVA with monthly
                                    accounts payable agings aged by invoice
                                    date, outstanding or held check registers
                                    and inventory certificates within ten (10)
                                    days after the end of each month.

                           3.       Borrower shall provide FINOVA with monthly
                                    perpetual inventory reports for the
                                    Inventory valued on a first-in, first-out
                                    basis at the lower of cost or market (in
                                    accordance with GAAP) or such other
                                    inventory reports as are reasonably
                                    requested by FINOVA, all within ten (10)
                                    days after the end of each month.

                           4.       Borrower shall provide FINOVA with monthly
                                    unaudited financial statements within thirty
                                    (30) days after the end of each month.

                           5.       Borrower shall provide FINOVA with audited
                                    consolidated and consolidating fiscal
                                    financial statements within ninety (90) days
                                    after the end of each fiscal year, as more
                                    specifically described in Section 9.1(b)
                                    hereof, and with an opinion issued by a
                                    Certified Public Accountant which is
                                    acceptable to FINOVA.

                           6.       Borrower shall provide FINOVA with annual
                                    operating budgets (including income
                                    statements, balance sheets and cash flow
                                    statements, by month) for the upcoming
                                    fiscal year of Borrower within thirty (30)
                                    days prior to the end of each fiscal year of
                                    Borrower.

                           7.       Borrower's balance sheets for purposes of
                                    the definition of Prepared Financials shall
                                    be as of August 31, 1998.

</TABLE>

================================================================================
TERM (SECTION 9.2):


                                      - 5 -
<PAGE>
<TABLE>
<CAPTION>
<S>                                 <C>                                  <C>

                                    The initial term of this Agreement shall be
                                    two (2) year(s) from the date hereof (the
                                    "Initial Term") and shall be automatically
                                    renewed for successive periods of one (1)
                                    year each (each, a "Renewal Term"), unless
                                    earlier terminated as provided in Section 7
                                    or 9.2 above or elsewhere in this Agreement.

====================================================================================================================================

TERMINATION FEE (SECTION 9.2):

                                    The Termination Fee shall be equal to the
                                    then remaining balance of the Success Fee
                                    (without any performance related adjustment
                                    for the remaining balance of the Success Fee
                                    then unpaid being applicable) plus an amount
                                    equal to five percent (5%) of the Credit
                                    Limit set forth on the cover page of this
                                    Agreement during the first year of this
                                    Agreement and four percent (4%) of the
                                    Credit Limit during the second year of this
                                    Agreement.

====================================================================================================================================
DISBURSEMENT (SECTION 9.11):

                                    Unless and until Borrower otherwise directs
                                    FINOVA in writing, all loans shall be wired
                                    to Borrower's following operating account:

                                    First Union Bank of Florida, Jackson, Florida
                                    214 North Hogan Street
                                    Jacksonville, FL 32202
                                    (904) 361-1879
                                    Account No.       2680907957072
                                    ABA:    063-000-021

====================================================================================================================================
BORROWER:                                                                FINOVA:
BOCA RESEARCH, INC.
                                                                         FINOVA CAPITAL CORPORATION

By_______________________________
    President or Vice President
                                                                         By_______________________

          On this____day of November,1998,  personally came              Title_____________________
before me ____________________ to me known, who being
by me duly sworn, did depose and say that he is the
__________________ of ______________________ , the
corporation described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it was
so affixed by order of the Board of Directors of said
corporation, and that he signed his name thereto, by like order.

                               ___________________________
                                      Notary Public
</TABLE>

                                      - 6 -
<PAGE>
                                  SCHEDULE 6.2


                             Permitted Indebtedness

                                      - 7 -
<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
<S>     <C>       <C>      <C>                                                                                           <C>
1.       DEFINITIONS.  ...................................................................................................1
                  1.1      Defined Terms..................................................................................1
                  1.2      Other Terms....................................................................................5

2.       LOANS; INTEREST RATE AND OTHER CHARGES...........................................................................5
                  2.1      Total Facility.................................................................................5
                  2.2      Loans..........................................................................................6
                  2.3      Overlines; Overadvances........................................................................6
                  2.4      Loan Account...................................................................................6
                  2.5      Interest; Fees.................................................................................6
                  2.6      Default Interest Rate..........................................................................6
                  2.7      Examination Fee................................................................................6
                  2.8      Excess Interest................................................................................6
                  2.9      Principal Payments; Proceeds of  Collateral....................................................7
                  2.10     Application of Collateral......................................................................8
                  2.11     Application of Payments........................................................................8

3.       SECURITY.........................................................................................................9
                  3.1      Security Interest in the Collateral............................................................9
                  3.2      Perfection and Protection of Security Interest.................................................9
                  3.3      Preservation of Collateral.....................................................................9
                  3.4      Insurance......................................................................................9
                  3.5      Collateral Reporting; Inventory................................................................9
                  3.6      Receivables...................................................................................10
                  3.7      Equipment.....................................................................................10
                  3.8      Other Liens; No Disposition of  Collateral....................................................10
                  3.9      Collateral Security...........................................................................11

4.       CONDITIONS OF CLOSING...........................................................................................11
                  4.1      Initial Advance...............................................................................11
                  4.2      Subsequent Advances...........................................................................13

5.       REPRESENTATIONS AND WARRANTIES..................................................................................13
                  5.1      Due Organization..............................................................................13
                  5.2      Other Names...................................................................................13
                  5.3      Due Authorization.............................................................................13
                  5.4      Binding Obligation............................................................................13
                  5.5      Intangible Property...........................................................................13
                  5.6      Capital.......................................................................................13
                  5.7      Material Litigation...........................................................................13
                  5.8      Title; Security Interests of FINOVA...........................................................14
                  5.9      Restrictive Agreements; Labor Contracts.......................................................14
                  5.10     Laws..........................................................................................14
                  5.11     Consents......................................................................................14
                  5.12     Defaults......................................................................................14
                  5.13     Financial Condition...........................................................................14
                  5.14     ERISA.........................................................................................14
                  5.15     Taxes.........................................................................................14
                  5.16     Locations; Federal Tax ID No..................................................................14
</TABLE>

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<CAPTION>
<S>               <C>      <C>      <C>     <C>                                                                          <C>
                  5.17     Business Relationships........................................................................14
                  5.18     Year 2000.....................................................................................15
                  5.19     Reaffirmations................................................................................15

6.       COVENANTS.......................................................................................................15
                  6.1      Affirmative Covenants.........................................................................15
                                    6.1.1   Taxes........................................................................15
                                    6.1.2   Notice of Litigation.........................................................15
                                    6.1.3   ERISA........................................................................15
                                    6.1.4   Change in Location...........................................................15
                                    6.1.5   Corporate Existence..........................................................15
                                    6.1.6   Labor Disputes...............................................................15
                                    6.1.7   Violations of Law............................................................15
                                    6.1.8   Defaults.....................................................................15
                                    6.1.9   Capital Expenditures.........................................................15
                                    6.1.10   Books and Records...........................................................15
                                    6.1.11   Leases; Warehouse Agreements................................................15
                                    6.1.12   Additional Documents........................................................15
                                    6.1.13   Financial Covenants.........................................................16
                  6.2      Negative Covenants............................................................................16
                                    6.2.1   Mergers......................................................................16
                                    6.2.2   Loans........................................................................16
                                    6.2.3   Dividends....................................................................16
                                    6.2.4   Adverse Transactions.........................................................16
                                    6.2.5   Indebtedness of Others.......................................................16
                                    6.2.6   Repurchase...................................................................16
                                    6.2.7   Name.........................................................................16
                                    6.2.8   Prepayment...................................................................16
                                    6.2.9   Capital Expenditure..........................................................16
                                    6.2.10   Compensation................................................................16
                                    6.2.11   Indebtedness................................................................16
                                    6.2.12   Affiliate Transactions......................................................16
                                    6.2.13   Nature of Business..........................................................17
                                    6.2.14   FINOVA's Name...............................................................17
                                    6.2.15   Margin Security.............................................................17
                                    6.2.16   Real Property...............................................................17
                           6.2.17   Year 2000............................................................................17

7.       DEFAULT AND REMEDIES............................................................................................17
                  7.1      Events of Default.............................................................................17
                  7.2      Remedies......................................................................................18
                  7.3      Standards for Determining Commercial Reasonableness...........................................18

8.       EXPENSES AND INDEMNITIES........................................................................................19
                  8.1      Expenses......................................................................................19
                  8.2      Environmental  Matters........................................................................19

9.       MISCELLANEOUS...................................................................................................20
                  9.1      Examination of Records; Financial Reporting...................................................20
                  9.2      Term; Termination.............................................................................21
                  9.3      Recourse to Security; Certain Waivers.........................................................21
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<CAPTION>
<S>               <C>      <C>                                                                                           <C>
                  9.4      No Waiver by FINOVA...........................................................................21
                  9.5      Binding on Successor and Assigns..............................................................21
                  9.6      Severability..................................................................................21
                  9.7      Amendments; Assignments.......................................................................21
                  9.8      Integration...................................................................................22
                  9.9      Survival......................................................................................22
                  9.10     Evidence of Obligations.......................................................................22
                  9.11     Loan Requests.................................................................................22
                  9.12     Notices.......................................................................................22
                  9.13     Brokerage Fees................................................................................22
                  9.14     Disclosure....................................................................................22
                  9.15     Publicity.....................................................................................22
                  9.16     Captions......................................................................................22
                  9.17     Injunctive Relief.............................................................................22
                  9.18     Counterparts; Facsimile Execution.............................................................22
                  9.19     Construction..................................................................................22
                  9.20     Time of Essence...............................................................................23
                  9.21     Limitation of Actions.........................................................................23
                  9.22     Liability.....................................................................................23

                  9.23     Notice of Breach by FINOVA....................................................................23
                  9.24     Application of Insurance Proceeds.............................................................23
                  9.25      Power of Attorney............................................................................23
                  9.26     Governing Law; Waivers........................................................................24
                  9.27     MUTUAL WAIVER OF RIGHT TO JURY TRIAL..........................................................24

</TABLE>

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