EXHIBIT 10.40


                              AMENDED AND RESTATED
                         REVOLVING CREDIT LOAN AGREEMENT


         This Amended and Restated Agreement is dated as of the 30th day of
April, 1999, by and between ACI TELECENTRICS, INCORPORATED, a Minnesota
corporation (the "Borrower") and NATIONAL CITY BANK OF MINNEAPOLIS, a national
banking association (the "Lender").

         WHEREAS, the Borrower and the Lender entered into a certain Revolving
Credit Loan Agreement dated January 30, 1998 ("Original Agreement") providing
for Advances to Borrower up to the amount of $2,000,000.00 upon the terms and
subject to the conditions contained in the Original Agreement; and

         WHEREAS, the Borrower has requested that the Lender amend and restate
the terms and conditions of the Original Agreement, all as set forth herein.

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and for $1.00 and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto hereby agree
as follows:

                                    ARTICLE I
                                   Definitions

         Section 1.01. Definitions. For all purposes of this Agreement, except
as otherwise expressly provided or unless the context otherwise requires:

                  (a) the terms defined in this Article have the meanings
         assigned to them in this Article, and include the plural as well as the
         singular; and

                  (b) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles. All determinations of the book value of
         inventory contemplated hereby shall be at the lower of cost or market.

         "Accounts" means the aggregate unpaid obligations of customers and
other account debtors to the Borrower arising out of the sale or lease of goods
or rendition of services by the Borrower on an open account or deferred payment
basis.

         "Advance" means an advance to the Borrower by the Lender under Section
2.01 of this Agreement.

         "Affiliate" or "Affiliates" means any Person controlled by, controlling
or under common control with the Borrower, including (without limitation) any
Subsidiary of the Borrower. For purposes of this definition, "control," when
used with respect to any specified Person, means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise.

<PAGE>


         "Agreement" means this Amended and Restated Revolving Credit Loan
Agreement, as the same may be further amended and restated from time to time.

         "Base Rate" means the rate of interest established by and publicly
announced from time to time by National City Bank of Minneapolis' as it's "Base
Rate" with the understanding that the Lender may lend to its customers at rates
that are above or below the Base Rate or, if Lender ceases to announce a rate so
designated, any similar successor rate designated by Lender.

         "Borrowing Base" means, at any time, the lesser of

         (a) the Commitment, or

         (b) 80% of Eligible Accounts and 50% of Eligible Property and
Equipment; provided, however, no more than $750,000 shall be included in the
Borrowing Base as an advance against Eligible Property and Equipment.

         "Borrowing Base Certificate" means a certificate of the chief financial
officer or controller of the Borrower, in the form of Exhibit B attached hereto,
correctly setting forth the Accounts and the Eligible Accounts and the Borrowing
Base of the Borrower as of a particular date.

         "Business Day" means any day other than a Saturday or Sunday or other
day on which Lenders in Minneapolis are authorized or required to be closed.

         "Closing Date" shall mean the date specified by the Borrower in which
the initial advance is to be made after all the conditions preceded and
specified in Section 3.01 of this Agreement have been satisfied.

         "Collateral" has the meaning specified in the Security Agreement.

         "Commitment" means $2,000,000.

         "Current Assets" of any person means the aggregate amount of assets of
such person which in accordance with generally accepted accounting principals
may be properly classified as current assets, after deducting adequate reserves
where proper, but in no event including any real estate or equipment.

         "Current Liabilities" of any person means (i) all debt of such person
due on demand or within one (1) year from the date of determination thereof; and
(ii) all other items, including taxes accrued as estimated, which, in accordance
with generally excepted accounting principles, may be properly classified as
current liabilities.

         "Debt" of any Person means (i) all items of indebtedness or liability
which in accordance with generally accepted accounting principles would be
included in determining total liabilities as shown on the liabilities side of a
balance sheet of that Person as at the date as of which Debt is to be determined
and (ii) indebtedness secured by any mortgage, pledge, lien or security interest
existing on property owned by such Person, whether or not the indebtedness
secured thereby shall have been assumed, (iii) guaranties and endorsements
(other than for purposes of collection in the ordinary course of business) by
such Person and other contingent obligations of such Person in respect of, or to
purchase or otherwise acquire, indebtedness of others and (iv) all obligations
of


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such Person to reimburse any Lender or other Person in respect of amounts paid
under letters of credit. Debt shall not include debt arising from non-interest
bearing assistance grants provided by governmental agencies and development
corporations, which is forgiven on a scheduled basis so long as the Borrower
meets certain defined criteria.

         "Debt Service Coverage Ratio" means, for any given period of
determination, the ratio of (i) Operating Income plus depreciation and
amortization to (ii) the sum of (a) the amount of all payments of interest
including, without limitation, payments of interest on the Advances to Lender
and (b) the amount of all scheduled principal payments of long term Debt and
capital lease obligations that the Borrower was required to pay during such
period.

         "Default" means an event that, with giving of notice or passage of time
or both, would constitute an Event of Default.

         "Eligible Accounts" means all unpaid Accounts, net of any credits,
except the following shall not in any event be deemed Eligible Accounts:

                  (1) That portion of Accounts over 60 days past due date or 90
         days past invoice date (120 days in the event of amounts owed under
         economic development grants) provided, however, if more than 25% of any
         such Account is more than 90 days (120 days in the event of amounts
         owed under economic development grants) past invoice date, the entire
         Account shall be ineligible;

                  (2) That portion of Accounts that are disputed or subject to a
         claim of offset or a contra account;

                  (3) Accounts owed by any unit of government, whether foreign
         or domestic (provided, however, that there shall be included in
         Eligible Accounts that portion of Accounts owed by such units of
         government including sums due under economic development grants with
         respect to which the Borrower has provided evidence reasonably
         satisfactory to the Lender that (A) the Lender has a first priority
         security interest and (B) such Account may be enforced by the Lender
         directly against such unit of government under all applicable laws);

                  (4) Accounts owed by an account debtor located outside the
         United States or Canada which are not backed by a commercial letter of
         credit assigned to the Lender, in the possession of the Lender and
         reasonably acceptable to the Lender in all respects, in its sole
         discretion;

                  (5) Accounts owed by an account debtor that is the subject of
         bankruptcy proceedings or has gone out of business;

                  (6) Accounts owed by a shareholder, subsidiary, Affiliate,
         officer or employee of the Borrower; and

                  (7) Accounts not subject to a duly perfected security interest
         in favor of the Lender or which are subject to any lien, security
         interest or claim in favor of any Person other than the Lender.


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         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "Event of Default" has the meaning specified in Section 7.01.

         "Eligible Property and Equipment" means the net book value of all
property, equipment and furniture owned by the Borrower, free and clear of all
security interests and liens (except those in favor of the Lender), except the
following shall not in any event be deemed Eligible Property and Equipment:

         (1)      Software and capitalized software development costs;
         (2)      Computer equipment;
         (3)      Equipment located at call centers operated by the Borrower
                  where Borrower has been unable to obtain a landlord's waiver
                  from the applicable landlord;
         (4)      Leasehold improvements; and
         (5)      Any other intangible assets included in property and
                  equipment.

         "GAAP" means generally accepted accounting principals consistently
applied and maintained throughout the period indicated and consistent with the
Borrower's audited financial statements delivered to the Bank pursuant to
Section 5.01 of this Agreement. Whenever any accounting term is used herein
which is not otherwise defined, it shall be interpreted in accordance with GAAP
except as required to be modified in accordance with the terms of this
Agreement.

         "LIBOR Rate" means the rate of interest (rounded upward, if necessary,
to the nearest one-eighth (1/8) of one percent (1%)) as determined by the
British Bankers' Association average of interbank offered rates for dollar
deposits in the London Market, for one month maturities, on the date quoted in
the Wall Street Journal and applicable on any Business Day that the Borrower
elects to convert the interest rate on the Advances to the LIBOR Rate plus the
applicable margin.

         "Loan Documents" means this Agreement, the Note, and the Security
Agreement and documents to be executed and delivered in connection therewith.

         "Operating Income" means, during any given period of determination, the
sum of: (a) the net after-tax income of the Borrower during such period, (b) the
sum of any taxes recorded by the Borrower with respect to such period and (c)
any interest expense recorded by the Borrower during such period; reduced by the
sum of any extraordinary, non-operating or non-cash income recorded by the
Borrower during such period and increased by any extraordinary, non-cash or
non-operating expense or loss recorded by the Borrower during such period.

         "Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

         "Plan" means an employee benefit plan or other plan maintained for
employees of the Borrower and covered by Title IV of ERISA.

         "Reportable Event" shall have the meaning assigned to that term in
Title IV of ERISA.

         "Revolving Note" or "Note" means the Renewal Revolving Note of the
Borrower payable to the order of the Lender in substantially the form of Exhibit
A attached hereto.


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<PAGE>


         "Security Agreement" means the security agreement of the Borrower
heretofore delivered to the Lender.

         "Security Interest" has the meaning specified in the Security
Agreement.

         "Subsidiary" means any corporation of which more than 50% of the
outstanding shares of capital stock having general voting power under ordinary
circumstances to elect a majority of the board of directors of such corporation,
irrespective of whether or not at the time stock of any other class or classes
shall have or might have voting power by reason of the happening of any
contingency, is at the time directly or indirectly owned by the Borrower, by the
Borrower and one or more other Subsidiaries, or by one or more other
Subsidiaries.

         "Tangible Net Worth" of any Person means:

                  (a) the tangible assets of such Person, which, in accordance
         with generally accepted accounting principles, are tangible assets,
         after deducting adequate reserves in each case where, in accordance
         with generally accepted accounting principles, a reserve is proper;
         less

                  (b) all Debt of such Person (as previously defined);

provided, however, that (i) inventory shall be taken into account on the basis
of the cost or current market value, whichever is lower, (ii) in no event shall
there be included as such tangible assets patents, trademarks, trade names,
copyrights, licenses, good will, deferred charges or treasury stock or any
securities of Debt of such Person or any other securities unless the same are
readily marketable in the United States of America or entitled to be used as a
credit against Federal income tax liabilities, (iii) securities included as such
tangible assets shall be taken into account at their current market price or
cost, whichever is lower, and (iv) any write-up in the book value of any assets
shall not be taken into account.

         "Termination Date" means April 30, 2000.

         "Working Capital" means the amount by which Current Assets exceeds
Current Liabilities.

                                   ARTICLE II
                   Amount and Terms of the Revolving Advances

         Section 2.01 Advances. The Lender agrees, on the terms and subject to
the conditions herein set forth, to make Advances to the Borrower from time to
time during the period from the date hereof to and including the Termination
Date, or the earlier termination of the Commitment by the Lender pursuant to
Section 7.02 hereof, in an aggregate amount at any time outstanding not to
exceed the Borrowing Base, which Advances made by the Lender shall be secured by
the Collateral. The Advances made by the Lender to the Borrower under this
Section 2.01 are made on a revolving basis and it is contemplated that the
Borrower will request Advances, repay Advances and request additional Advances.
The Borrower agrees to comply with the following procedures in requesting
Advances under this Section 2.01:


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                  (a) The Borrower will not request any Advance under this
         Section 2.01 if, after giving effect to such requested Advance, the sum
         of the outstanding and unpaid Advances under this Section 2.01 or
         otherwise would exceed the Borrowing Base.

                  (b) Each request for an Advance under this Section 2.01 shall
         be made to the Lender prior to 3:00 p.m. (Minneapolis time) of the day
         of the requested Advance by the Borrower. Each request for an Advance
         may be made in writing or by telephone, specifying the date of the
         requested Advance and the amount thereof, and shall be by any person
         reasonably believed by the Lender to be an officer or employee of the
         Borrower which the Borrower has notified the Lender in writing is
         authorized to request Advances under this Agreement. Each requested
         Advance shall be in the amount of $10,000 or a multiple thereof.

                  (c) Upon fulfillment of the applicable conditions set forth in
         Article III hereof, the Lender shall disburse loan proceeds by
         crediting the same to the Borrower's demand deposit account maintained
         with the Lender unless the Lender and the Borrower shall agree in
         writing to another manner of disbursement. Upon request of the Lender,
         the Borrower shall promptly confirm each telephonic request for an
         Advance by executing and delivering an appropriate confirmation
         certificate to the Lender. The Borrower shall be obligated to repay all
         Advances under this Section 2.01 notwithstanding the failure of the
         Lender to receive such confirmation and notwithstanding the fact that
         the person requesting the same was not in fact the authorized officer
         of employee which said person identified himself or herself to be
         unless the Lender commits willful misconduct or gross negligence in
         determining the authorization or identity of such person and the
         Borrower does not receive the proceeds or the benefit of such Advance.
         Any request for an Advance under this Section 2.01, whether written or
         telephonic, shall be deemed to be a representation by the Borrower that
         (i) the condition set forth in Section 2.01(a) hereof has been met, and
         (ii) the conditions set forth in Section 3.02 hereof have been met as
         of the time of the request.

         Section 2.02 Revolving Note. All Advances made by the Lender under
Section 2.01 shall be evidenced by and repayable with interest in accordance
with the Revolving Note. The principal of the Revolving Note shall be payable as
provided elsewhere in this Agreement and on the earlier of the Termination Date
or acceleration by the Lender pursuant to Section 7.02 hereof, and shall bear
interest as provided herein.

         Section 2.03 Interest under the Revolving Note. The principal balance
of the Advances outstanding from time to time during any month shall bear
interest (computed on the basis of actual days elapsed in a 360-day year) at the
Base Rate. Notwithstanding the foregoing, so long as no Event of Default exists
under this Agreement, the Borrower shall have the option of fixing the interest
rate on the principal balance of the Advances outstanding from time to time, for
periods commencing on the date elected by the Borrower and ending on the
numerically corresponding day in the first calendar month thereafter (except
that each monthly period that commences on the last Business Day of a calendar
month (or on any day for which there is no numerically corresponding day in the
appropriate subsequent calendar month) shall end on the last Business Day of the
appropriate subsequent calendar month), at the then existing LIBOR Rate plus two
and three-quarters percent (2-3/4%). At the expiration of said monthly period,
interest accruing on the principal balance


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of the Advances shall be reestablished at the then existing LIBOR Rate plus two
and three-quarters percent (2-3/4%) per annum unless prior to that time, the
Borrower has notified the Lender of its intention to convert the interest rate
accruing on the outstanding principal balance of the Advances to the Base Rate.
Interest accruing on the principal balance of the Advances outstanding from time
to time shall be payable on the first day after the end of each month and on the
Termination Date or earlier demand or prepayment in full.

         Notwithstanding anything to the contrary herein, if the Lender
determines (which determination shall be conclusive) that (i) quotation of
interest rates for the relevant deposits referred to in the definition of LIBOR
Rate is not being provided in the relevant amounts or for the relative
maturities for the purpose of determining the LIBOR Rate; or (ii) the relevant
rate of interest referred to in the definition of LIBOR Rate does not accurately
cover the cost to the Lender of making or maintaining such type of loan; then
the Lender shall forthwith give notice thereof to the Borrower, whereupon (a)
the obligation of the Lender to make Advances subject to the LIBOR Rate as the
case may be, shall be suspended until the Lender notifies the Borrower that the
circumstances giving rise to such suspension no longer exist; and (b) the
interest rate accruing on the outstanding principle balance of the Advances
shall immediately convert to the Base Rate.

         The interest rate payable pursuant to this Section 2.03 shall increase
from the Base Rate to the Base Rate plus one-half percent (.5%) or, as
applicable, from the LIBOR Rate plus two and three-quarters percent (2 3/4%) to
the LIBOR Rate plus three and one-quarter percent (3.25%) per annum in the event
that the Borrower's cumulative pre-tax income, as measured from January 1, 1999
through the end of each calendar quarter of the Borrower first measured on June
30, 1999, is less than $400,000.00. Any increase in the rate will become
effective on the first day of the month immediately following the last day of
the calendar quarter notwithstanding the actual date of reporting hereunder. Any
such rate increase will be effective until the Termination Date irrespective of
whether such cumulative pre-tax income subsequently increases above $400,000.00.
Notwithstanding anything contained herein to the contrary, nothing contained
herein shall serve to reduce or limit Lender's right to increase the rate of
interest to the Default Rate pursuant to Section 2.09 upon the occurrence of an
Event of Default.

         Section 2.04 Voluntary Prepayment; Termination of Agreement by
Borrower. The Borrower may, in its discretion, prepay the Advances in whole at
any time or from time to time in part, without penalty or premium. If the
Borrower desires to terminate this Agreement as of any date other than the
Termination Date, the Borrower shall give at least 30 days' prior written notice
to the Lender of the Borrower's intention to do so. Upon compliance with the
foregoing requirement and subject to payment and performance of all the
Borrower's obligations to the Lender, the Borrower may obtain any release or
termination of the Security Interest in the Collateral to which the Borrower is
otherwise entitled by law. The Borrower acknowledges and agrees that it has no
right or ability to reduce in part the Commitment without the prior written
consent of the Lender.

         Section 2.05 Mandatory Prepayment. Without notice or demand, if the sum
of the outstanding principal balance of the Advances shall at any time exceed
the Borrowing Base, the Borrower shall repay the Advances to the extent
necessary to reduce the sum of the outstanding principal balance of the Advances
to the Borrowing Base within ten (10) Business Days.

         Section 2.06 Payment. All payments of principal of and interest on the
Advances shall be made to the Lender in immediately available funds no later
than 3:00 p.m. (Minneapolis time) on the date due. The Borrower agrees that the
amount shown on the books and records of the Lender as being the aggregate
amount of the Advances outstanding shall be prima facie evidence of the
principal amounts of the Revolving Note. The Borrower hereby authorizes the
Lender to


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charge against the Borrower's account with the Lender an amount equal to the
principal and interest from time to time due and payable to the Lender under
this Agreement and the Revolving Note, and further authorizes the Lender, in its
discretion at any time or from time to time and without request by the Borrower,
to make an Advance to the extent necessary to pay any such amounts of principal
and interest. In addition, the Borrower further authorizes the Lender, in its
discretion at any time or from time to time and without request by the Borrower,
but only after the Lender has given written notice thereof to the Borrower, to
make an Advance to the extent necessary to pay any fees, costs or expenses
hereunder or under the Security Agreement.

         Section 2.07. Payment on Non-Business Days. Whenever any payment to be
made hereunder or under the Revolving Note shall be stated to be due on a day
which is not a Business Day, such payment may be made on the next succeeding
Business Day, and such extension of time shall in such case be included in the
computation of payment of interest hereunder or fees hereunder, as the case may
be.

         Section 2.08. Use of Proceeds. The proceeds of all Advances subsequent
to the initial Advance shall be used by the Borrower for ordinary working
capital purposes, equipment purchases, and for general corporate purposes.

         Section 2.09 Default Rate of Interest. Upon the occurrence of an Event
of Default or at any time thereafter until such Event of Default is cured to the
written satisfaction of the Lender, or upon the occurrence of an overadvance,
and until such time as the overadvance is repaid, the Lender may, in addition to
the rights and remedies provided in Section 7.02, increase the rate of interest
payable pursuant to the Revolving Note to the Base Rate plus two percent (2.0%)
("Default Rate"), which Default Rate shall change when and as often as the Base
Rate changes.

         Section 2.10 Intentionally Deleted.

         Section 2.11 Unused Line Fee. If the average outstanding daily
principal balance of all advances made by the Lender to the Borrower under
Section 2.1 of this Agreement shall be less than the Commitment in any calendar
month, Borrower shall pay to Lender on the first (1st) day of the next
succeeding calendar month a fee (the "Unused Line Fee") equal to one quarter of
one percent (.25%) per annum of the amount by which the Commitment exceeds the
average outstanding daily principal balance of advances in respect of such
month.

                                   ARTICLE III
                              Conditions of Lending

         Section 3.01 Conditions Precedent to the Initial Advance. The
obligation of the Lender to make the initial Advance is subject to the condition
precedent that the Lender shall have received on or before the day of this
Agreement all of the following, in form and substance reasonably satisfactory to
the Lender:

         (a) The Revolving Note, properly executed on behalf of the Borrower and
given in renewal and replacement of, and not in substitution or satisfaction of,
that certain revolving note executed by the Borrower in favor of the Lender
dated January 30, 1998.

         (b) The Security Agreement, properly executed on behalf of the
Borrower.


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         (c) Financing statements and fixture financing statements sufficient
when filed to perfect the Security Interest granted to the Lender under the
Security Agreement to the extent such Security Interest is capable of being
perfected by filing.

         (d) Current searches of appropriate filing offices showing that (i) no
state or federal tax liens have been filed and remain in effect against the
Borrower and (ii) no financing statements or fixture financing statements have
been filed and remain in effect against the Collateral except financing
statements and fixture financing statements perfecting only security interests
permitted under Section 6.01.

         (e) A certified copy of the resolutions of the Board of Directors of
the Borrower evidencing approval of the Loan Documents and other matters
contemplated hereby.

         (f) Copies of the Articles of Incorporation and Bylaws of the Borrower,
certified by the Secretary or Assistant Secretary of the Borrower as being true
and correct copies thereof.

         (g) A certificate of good standing of the Borrower from the Secretary
of State of Minnesota, North Dakota, South Dakota and Nebraska, dated not more
than ten days before such date.

         (h) A signed copy of an opinion of counsel for the Borrower addressed
to the Lender and reasonably acceptable to the Lender's counsel.

         (i) A signed copy of certificate of the Secretary or an Assistant
Secretary of the Borrower which shall certify the names of the officers of the
Borrower authorized to sign the Loan Documents and the other documents to be
delivered pursuant to this Agreement by the Borrower and the names of the
officers or other employees authorized to request Advances under Section 2.01
and to sign certificates on behalf of the Borrower. The Lender may conclusively
rely on such certificate until it shall receive a further certificate of the
Secretary or Assistant Secretary of the Borrower canceling or amending the prior
certificate and submitting the signatures of the officers named in such further
certificate.

         (j) A certificate of the insurance required under the Security
Agreement in form and substance satisfactory to the Lender in its sole
discretion, naming the Lender as loss payee.

         (k) Intentionally deleted.

         (l) Intentionally deleted.

         (m) Intentionally deleted.

         (n) Intentionally deleted.

         (o) Intentionally deleted.

         (p) Intentionally deleted.

         (q) Such other documents and information as the Lender may reasonably
request.


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         Section 3.02 Conditions Precedent to All Advances. The obligation of
the Lender to make each Advance shall be subject to the further conditions
precedent that on such date:

                  (a) the representations and warranties contained in Article IV
         hereof are correct on and as of the date of such Advance as though made
         on and as of such date, except to the extent that such representations
         and warranties relate solely to an earlier date; and

                  (b) no event has occurred and is continuing, or would result
         from such Advance which constitutes a Default or an Event of Default.

                                   ARTICLE IV
                         Representations and Warranties

         The Borrower represents and warrants to the Lender as follows:

         Section 4.01 Corporate Existence and Power. The Borrower is a
corporation duly incorporated, validly existing and in good standing under the
laws of its jurisdiction of incorporation, and is duly licensed or qualified to
transact business in all jurisdictions where the character of the property owned
or leased or the nature of the business transacted by it makes such licensing or
qualification necessary, except where the failure to be so licensed or qualified
would not have a material adverse effect on the business, properties or
condition (financial or otherwise) of the Borrower. The Borrower has all
requisite power and authority, corporate or otherwise, to conduct its business,
to own its properties and to execute and deliver, and to perform all of its
obligations under the Loan Documents.

         Section 4.02 Authorization of Borrowing; No Conflict as to Law or
Agreements. The execution, delivery and performance by the Borrower of the Loan
Documents and the borrowings from time to time hereunder have been duly
authorized by all necessary corporate action and do and will not (i) require any
consent or approval of the stockholders of the Borrower, or any authorization,
consent or approval by any governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign, (ii) to the best of the
Borrower's knowledge, violate any provision of any law, rule or regulation
(including, without limitation, Regulation X of the Board of Governors of the
Federal Reserve System) of or any order, writ, injunction or decree presently in
effect having applicability to the Borrower or of the Articles of Incorporation
or Bylaws of the Borrower, (iii) result in a breach of or constitute a default
under any indenture or loan or credit agreement or any other agreement, lease or
instrument to which the Borrower is a party or by which it or its properties may
be bound or affected, or (iv) result in, or require, the creation or imposition
of any mortgage, deed of trust, pledge, lien, security interest or other charge
or encumbrance of any nature upon or with respect to any of the properties now
owned or hereafter acquired by the Borrower.

         Section 4.03 Legal Agreements. The Loan Documents constitute the legal,
valid and binding obligations of the Borrower enforceable against the Borrower
in accordance with their respective terms, except to the extent that enforcement
thereof may be limited by any applicable bankruptcy, insolvency or similar laws
now or hereafter in effect affecting creditors' rights generally and by general
principles of equity.

         Section 4.04 Subsidiaries. The Borrower has no subsidiaries.


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         Section 4.05 Financial Condition. The Borrower has heretofore furnished
the following financial statements to the Lender: (i) the annual audited
financial statements of the Borrower for the Borrower's fiscal year ended on
December 31, 1998 and (ii) the monthly and year to date unaudited financial
statements in comparative form for the period ended April 30, 1999. Those
financial statements fairly present the financial condition of the Borrower on
the dates thereof and the results of its operations for the periods then ended,
and were prepared in accordance with generally accepted accounting principles.

         Section 4.06 Adverse Change. There has been no material adverse change
in the business, properties or condition (financial or otherwise) of the
Borrower since the date of the latest financial statement referred to in Section
4.05.

         Section 4.07 Litigation. There are no actions, suits or proceedings
pending or, to the knowledge of the Borrower, threatened against or affecting
the Borrower or the properties of the Borrower before any court or governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign, which, if determined adversely to the Borrower, would have a material
adverse effect on the financial condition, properties, or operations of the
Borrower.

         Section 4.08 Regulation U. The Borrower is not engaged in the business
of extending credit for the purpose of purchasing or carrying margin stock
(within the meaning of Regulation U of the Board of Governors of the Federal
Reserve System), and no part of the proceeds of any 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.

         Section 4.09 Taxes. The Borrower has paid or caused to be paid to the
proper authorities when due all federal, state and local taxes required to be
withheld by it. The Borrower has filed all federal, state and local tax returns
which to the knowledge of the officers of the Borrower are required to be filed,
and the Borrower has paid or caused to be paid to the respective taxing
authorities all taxes as shown on said returns or on any assessment received by
it to the extent such taxes have become due.

         Section 4.10 Titles and Liens. The Borrower has good title to each of
the properties and assets reflected in the latest balance sheet referred to in
Section 4.05 (other than any sold, as permitted by Section 6.06), free and clear
of all mortgages, security interests, liens and encumbrances, except for
mortgages, security interest and liens permitted by Section 6.01 and covenants,
restrictions, rights, easements and minor irregularities in title which do not
materially interfere with the business or operations of the Borrower as
presently conducted. No financing statement naming the Borrower as debtor is on
file in any office except to perfect only security interests permitted by
Section 6.01.

         Section 4.11 Plans. Except as disclosed to the Lender in writing prior
to the date hereof, the Borrower does not and has not maintained any Plan. The
Borrower has not received any notice and does not have any knowledge to the
effect that it is not in full compliance with any of the requirements of ERISA.
No Reportable Event or other fact or circumstance which may have an adverse
effect on the Plan's tax qualified status exists in connection with any Plan.
The Borrower does not have:

                  (a) Any accumulated funding deficiency within the meaning of
         ERISA; or


                                      -11-
<PAGE>


                  (b) Any liability nor knows of any fact or circumstances which
         could result in any liability to the Pension Benefit Guaranty
         Corporation, the Internal Revenue Service, the Department of Labor or
         any participant in connection with any Plan (other than accrued
         benefits which or which may become payable to participants or
         beneficiaries of any such Plan).

         Section 4.12 Environmental Protection. The Borrower has obtained all
permits, licenses and other authorizations which are required under federal,
state and local laws and regulations relating to emissions, discharges, releases
of pollutants, contaminants, hazardous or toxic materials, or wastes into
ambient air, surface water, ground water of land, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport of handling of pollutants, contaminants or hazardous or toxic
materials or wastes ("Environmental Laws") at the Borrower's facilities or in
connection with the operation of its facilities. Except as previously disclosed
to the Lender in writing, the Borrower and all activities of the Borrower at its
facilities comply with all applicable Environmental Laws and with all terms and
conditions of any required permits, licenses and authorizations applicable to
the Borrower with respect thereto. Except as previously disclosed to the Lender
in writing, the Borrower is also in compliance with all applicable limitations,
restrictions, conditions, standards, prohibitions, requirements, obligations,
scheduled and timetables contained in Environmental Laws or contained in any
plan, order, decree, judgment or notice of which the Borrower is aware. Except
as previously disclosed to the Lender in writing, the Borrower is not aware of,
nor has the Borrower received notice of, any events, conditions, circumstances,
activities, practices, incidents, actions or plans which may interfere with or
prevent continued compliance with, or which may give rise to any liability
under, any Environmental Laws. The representations contained in this Section
4.12 shall not be deemed to be incorrect to the extent that there would be no
material adverse effect on the Borrower as a result thereof.

         Section 4.13 Year 2000 Planning. The Borrower has undertaken a formal
review of its recordkeeping systems and its operations to determine that
Borrower's vulnerability to recordkeeping and operational difficulties
attributable to the need to change computer coding after 1999. Except as has
been disclosed to the Lender in writing contemporaneously with the execution of
this Agreement, that Borrower does not anticipate that it will face any
substantial recordkeeping or operational difficulties attributable to the need
to change such computer coding.

                                    ARTICLE V
                      Affirmative Covenants of the Borrower

         So long as the Note shall remain unpaid or the Commitment shall be
outstanding, the Borrower will comply with the following requirements, unless
the Lender shall otherwise consent in writing:

         Section 5.01 Financial Statements. The Borrower will deliver to the
Lender:

                  (a) as soon as available, and in any event within one hundred
         twenty (120) days after the end of each fiscal year of the Borrower, a
         copy of the annual audit report of the Borrower prepared by an
         independent certified public accountant selected by the Borrower and
         reasonably acceptable to the Lender, which annual report shall include
         the balance


                                      -12-
<PAGE>


         sheet of the Borrower as at the end of such fiscal year and the related
         statements of income, retained earnings, stockholder's equity and cash
         flows of the Borrower for the fiscal year then ended, all in reasonable
         detail and all prepared in accordance with GAAP and certified without
         qualification or exceptions together with a certificate of the chief
         financial officer or controller of the Borrower stating that such
         financial statements have been prepared in accordance with GAAP and
         whether or not he or she has knowledge of the occurrence of any Event
         of Default hereunder and, if so, stating in reasonable detail the facts
         with respect thereto;

                  (b) as soon as available and in any event within twenty (20)
         days after the end of each month of each fiscal year of the Borrower,
         an unaudited balance sheet of the Borrower as at the end of such month
         and related statements of income and retained earnings of the Borrower
         for such monthly period and for the year to date, in reasonable detail
         and stating in comparative form the figures for the corresponding date
         and period in the previous year, all prepared in accordance with GAAP
         certified by the chief financial officer or controller of the Borrower,
         subject to year-end adjustments; and accompanied by a certificate of
         that officer or controller, in substantially the form of Exhibit C
         attached hereto, stating (i) for each monthly period, (A) that such
         financial statements have been prepared in accordance with GAAP and (B)
         whether or not he or she has knowledge of the occurrence of any Default
         or Event of Default hereunder and, if so, stating in reasonable detail
         the facts with respect thereto and (ii) for each monthly period which
         is also the end of a fiscal quarter, all relevant facts in reasonable
         detail to evidence, and the computations as to, whether or not the
         Borrower is in compliance with the requirements set forth in Section
         5.08, 5.09 5.10 and 5.11;

                  (c) immediately upon the Borrower's receipt of notice thereof,
         notice in writing of all litigation and of all proceedings before any
         governmental or regulatory agency affecting the Borrower of the type
         described in Section 4.07 or which seek a monetary recovery against the
         Borrower in excess of $100,000;

                  (d) as promptly as practicable (but in any event not later
         than twenty (20) Business Days after an officer of the Borrower obtains
         knowledge of the occurrence of any event which constitutes a Default or
         Event of Default, notice of such occurrence, together with a detailed
         statement by a responsible officer of the Borrower of the steps being
         taken by the Borrower to cure the effect of such event;

                  (e) as soon as possible and in any event within thirty (30)
         days after the Borrower knows or has reason to know that any Reportable
         Event with respect to any Plan has occurred, the statement of the chief
         financial officer or controller of the Borrower setting forth details
         as to such Reportable Event and the action which the Borrower proposes
         to take with respect thereto, together with a copy of the notice of
         such Reportable Event to the Pension Benefit Guaranty Corporation;

                  (f) as soon as possible, and in any event within ten (10) days
         after the Borrower fails to make any quarterly contribution required
         with respect to any Plan under Section 412(m) of the Internal Revenue
         Code of 1986, as amended, the statement of the chief financial officer
         or controller of the Borrower setting forth details as to such failure
         and the action which the Borrower proposes to take with respect
         thereto, together with a copy of


                                      -13-
<PAGE>


         any notice of such failure required to be provided to the Pension
         Benefit Guaranty Corporation;

                  (g) on the date that the monthly financial statements required
         under Section 5.01(b) are delivered to the Lender, a Borrowing Base
         Certificate as of the end of such calendar month, properly executed by
         the chief financial officer or controller of the Borrower, together
         with such aging of Accounts and other supporting documentation as the
         Lender may reasonably require;

                  (h) such other information respecting the financial condition
         and results of the operations of the Borrower as the Lender may from
         time to time reasonably request.

         Section 5.02 Books and Records; Inspection and Examination. The
Borrower will keep accurate books of record and account for itself in which true
and complete entries will be made in accordance with generally accepted
accounting principles consistently applied and, upon not less than five (5)
Business Days' prior notice from the Lender, will give any representative of the
Lender access to, and permit such representative to examine, copy or make
extracts from, any and all books, records and documents in its possession, to
inspect any of its properties and to discuss its affairs, finances and accounts
with any of its principal officers, all at such times during normal business
hours and as often as the Lender may reasonably request. Without limiting the
foregoing, Borrower shall permit the Lender or a representative designated by
the Lender to conduct semi-annual audits of the assets of the Borrower. So long
as no Event of Default exists, the Borrower shall reimburse the Lender the sum
of $700.00 for such visits, inspections and examinations. Notwithstanding the
foregoing, any such visits, inspections and examinations made while any Event of
Default is continuing shall be at the full expense of the Borrower without
regard to the limitations set forth in the preceding sentence. The Borrower will
take all steps necessary to avoid recordkeeping and operational difficulties
attributable to the need to change computer coding after 1999.

         Section 5.03 Compliance with Laws, Environmental Indemnity. The
Borrower will (a) comply with the requirements of applicable laws and
regulations, the non-compliance with which would materially and adversely affect
its business or its financial condition and (b) comply with all applicable
Environmental Laws and obtain any permits, licenses, or similar approvals
required by any such Environmental Laws. The Borrower will indemnify, defend and
hold the Lender harmless from and against any claims, loss or damage to which
the Lender may be subjected as a result of any past, present or future
existence, use, handling, storage, transportation or disposal of any hazardous
waste or substance of toxic substance by the Borrower on property owned, leased
or controlled by the Borrower. This indemnification agreement shall survive the
termination of this Agreement and payment of the indebtedness hereunder.

         Section 5.04 Payment of Taxes and Other Claims. The Borrower will pay
or discharge, when due, (a) all taxes, assessments and governmental charges
levied or imposed upon it or upon its income or profits, or upon any properties
belonging to it, prior to the date on which penalties attach hereto, (b) all
federal, state or local taxes required to be withheld by it, and (c) all lawful
claims for labor, materials and supplies which, if unpaid, might by law become a
lien or charge upon any properties of the Borrower; provided, that the Borrower
shall not be required to pay any such tax, assessment, charge or claim whose
amount, applicability or validity is being contested in good faith by
appropriate proceedings.


                                      -14-
<PAGE>


         Section 5.05 Maintenance of Properties. The Borrower will keep and
maintain all of its properties necessary or useful in its business in good
condition, repair and working order; provided, however, that nothing in this
Section shall prevent the Borrower from discontinuing the operation and
maintenance of any of its properties if such discontinuance is, in the judgment
of the Borrower, desirable in the conduct of its business and not
disadvantageous in any material respect to the Lender.

         Section 5.06 Insurance. The Borrower will at all times obtain and
maintain insurance with insurers believed by the Borrower to be responsible and
reputable, in such amounts and against such risks as may from time to time be
reasonably required by the Lender, but in all events in such amounts and against
such risks as is usually carried by companies engaged in similar business and
owning similar properties in the same general areas in which the Borrower
operates. Without limiting the generality of the foregoing, the Borrower will at
all times maintain the insurance required by the Security Agreement with respect
to the Collateral.

         Section 5.07 Preservation of Corporate Existence. The Borrower will
preserve and maintain its corporate existence and all of its rights, privileges
and franchises necessary or desirable in the normal conduct of its business.

         Section 5.08 Ratio of Debt to Tangible Net Worth. The Borrower will
maintain at all times the ratio of its Debt to Tangible Net Worth, determined as
of the end of each month of the Borrower, at not more than 1.5 to 1 for each
month during the term of this Agreement.

         Section 5.09 Tangible Net Worth. The Borrower will maintain at all
times its Tangible Net Worth, determined as of the end of each calendar quarter
of the Borrower, at an amount not less than Four Million Six Hundred Thousand
and no/100ths Dollars ($4,600,000.00) at June 30, 1999, Four Million Seven
Hundred Thousand and no/100 Dollars ($4,700,000.00) at September 30, 1999, and
Four Million Eight Hundred Thousand and no/100ths Dollars ($4,800,000.00) at
December 31, 1999 and for each calendar quarter thereafter.

         Section 5.10 Debt Service Coverage Ratio. The Borrower will maintain at
all times a Debt Service Ratio as of the end of each month of the Borrower, on a
rolling basis, calculated based upon a term equal to the shorter of the previous
12 months or the period from August 31, 1998, through the applicable computation
of at least 1.25 to 1.

         Section 5.11 Working Capital. The Borrower will maintain at all times
an excess of Current Assets over Current Liabilities of not less than of 1.5 to
1.

                                   ARTICLE VI
                               Negative Covenants

         So long as the Revolving Note shall remain unpaid or the Commitment
shall remain outstanding, the Borrower agrees that, without the prior written
consent of the Lender:

         Section 6.01 Liens. The Borrower will not create, incur, assume or
suffer to exist any mortgage, deed or trust, pledge, lien, security interest, or
other charge or encumbrance of any nature on any of its assets, now owned or
hereafter acquired, to secure any indebtedness; excluding, however, from the
operation of the foregoing:


                                      -15-
<PAGE>


                  (a) Intentionally deleted.

                  (b) The Security Interest in the Collateral granted to the
         Lender under the Security Agreement;

                  (c) Purchase money liens or security interests (which term for
         purposes of this subsection shall include conditional sale agreements
         or other title retention agreements and leases in the nature of title
         retention agreements) upon or in property acquired after the date
         hereof, or liens of security interests existing in such property at the
         time of acquisition thereof; provided, that, (i) no such lien or
         security interest extends or shall extend to cover any property of the
         Borrower other than the property being acquired and (ii) the aggregate
         principal amount of indebtedness of the Borrower secured by all liens
         or security interests described in this subsection shall not exceed
         $100,000 at any one time outstanding; and

                  (d) The lien, security interest or claim of lessors pursuant
         to lease obligations.

                  (e) Mechanic's or materialmens' liens arising under applicable
         law for amounts not constituting an Event of Default.

         Section 6.02 Indebtedness. The Borrower will not incur, create, assume
or permit to exist any indebtedness or liability on account of advances or any
indebtedness for borrowed money, or any other indebtedness or liability
evidenced by notes, bonds, debentures or similar obligations, except:

                  (a) Intentionally deleted.;

                  (b) indebtedness evidenced by the Revolving Note;

                  (c) purchase money indebtedness of the Borrower secured by
         liens permitted by subsection (c) of Section 6.01; and

                  (d) Intentionally deleted.

                  (e) indebtedness or obligations classified as lease
         obligations.

         Section 6.03 Guaranties. The Borrower will not assume, guarantee,
endorse or otherwise become directly or continently liable in connection with
any obligations of any other Person, except:

                  (a) the endorsement of negotiable instruments by the Borrower
         for deposit or collection or similar transactions in the ordinary
         course of business.

                  (b) Intentionally deleted.

         Section 6.04 Investments and Subsidiaries.

                  (a) The Borrower will not purchase or hold beneficially any
         stock or other securities or evidences of indebtedness of, make or
         permit to exist any loans or advances


                                      -16-
<PAGE>


         to, or make any investment or acquire any interest whatsoever in, any
         other Person, including specifically but without limitation any
         partnership or joint venture, except:

                           (i) investments in direct obligations of the United
                  States of America or any agency or instrumentality thereof
                  whose obligations constitute full faith and credit obligations
                  of the United States of America having a maturity of one year
                  or less, commercial paper issued by U.S. corporations rated
                  "A-1" or "A-2" by Standard & Poors Corporation or "P-1" or
                  "P-2" by Moody's Investors Service or certificates of deposit
                  or bankers' acceptances having a maturity of one year or less
                  issued by members of the Federal Reserve System having
                  deposits in excess of $100,000,000 (which certificates of
                  deposit or bankers' acceptances are fully insured by the
                  Federal Deposit Insurance Corporation);

                           (ii) travel advances or loans to officers and
                  employees of the Borrower not exceeding at any one time an
                  aggregate of $10,000;

                           (iii) advances in the form of progress payments,
                  prepaid rent or security deposits.

                  (b) Except as set forth in Section 4.04 herein, the Borrower
         will not create or permit to exist any Subsidiary without the prior
         written consent of the Lender, which consent shall not be unreasonably
         withheld.

         Section 6.05 Dividends. The Borrower will not declare or pay any
dividends (other than dividends payable solely in stock of the Borrower) on any
class of its stock or make any payment on account of the purchase, redemption or
other retirement of any shares of such stock or make any distribution in respect
thereof, either directly or indirectly, if at such time a Default or an Event of
Default has occurred and is continuing or if, after giving to any such dividend,
payment or distribution of the aggregate amount of such dividends, payments and
distributions during such fiscal year would exceed $50,000. Any cash bonus paid
to any employee of the Borrower pursuant to the Borrower's "phantom stock plan"
shall not be deemed a dividend, payment or distribution on account of stock for
purposes of this Section 6.05.

         Section 6.06 Sale of Assets, Suspension of Business. The Borrower will
not sell, lease, assign, transfer or otherwise dispose of (i) all or a
substantial part of its assets or (ii) any Collateral or any interest therein
(whether in one transaction or in a series of transactions) to any other Person
other than the sale of Inventory in the ordinary course of business and will not
liquidate, dissolve


                                      -17-
<PAGE>


or suspend business operations. The Borrower will not in any manner transfer any
property without prior or present receipt of full and adequate consideration.

         Section 6.07 Consolidation and Merger. The Borrower will not
consolidate with or merge into any Person, or permit any other Person to merge
into it, or acquire (in a transaction analogous in purpose or effect to a
consolidation or merger) all or substantially all the assets of any other Person
without the prior written consent of the Lender, which consent shall not be
unreasonably withheld, provided that this covenant shall not apply to any
transaction that is effected pursuant to a contract that is not a material
contract within the meaning of Item 601(b)(10) of Regulation S-K promulgated
pursuant to the Security Act of 1933.

         Section 6.08 Sale and Leaseback. The Borrower will not enter into any
arrangement, directly or indirectly, with any other Person whereby the Borrower
shall sell or transfer any real or personal property, whether now owned or
hereafter acquired, and then or thereafter rent or lease as lessee such property
or any part thereof or any other property which the Borrower intends to use for
substantially the same purpose or purposes as the property being sold or
transferred.

         Section 6.09 Restrictions on Nature of Business. The Borrower will not
engage in any line of business materially different from that presently engaged
in by the Borrower and will not purchase, lease or otherwise acquire assets not
related to its business without the prior written consent of the Lender, which
consent shall not be unreasonably withheld.

         Section 6.10 Capital Expenditures. The Borrower shall not incur any
Capital Expenditures in any twelve (12) month period in excess of $1,000,000.00.
For purposes of this Agreement, "Capital Expenditures" means all of the
Borrower's expenditures for any assets, or for improvements, replacements,
substitutions or additions therefor or thereto, which are or will be capitalized
on the Borrower's balance sheet and which, in accordance with GAAP, are required
to be included in or reflected by the property, plant, equipment or similar
fixed asset account or reflected in such balance sheet, and shall include,
without limitation, capitalized lease obligations. Notwithstanding the
foregoing, the Lender may, in its sole discretion, consider and approve Capital
Expenditures in excess of $1,000,000.00 to the extent that the Borrower can
demonstrate economic justification for Capital Expenditures exceeding
$1,000,000.00 and, further, such excess is financed with economic or development
grant monies.

         Section 6.11 Defined Benefit Pension Plans. The Borrower will not
adopt, create, assume or become a party to any defined benefit pension plan,
unless disclosed to the Lender pursuant to Section 4.11.

         Section 6.12 Change of Control. The Borrower will not issue or sell any
stock of the Borrower nor will the Borrower permit to occur the sale, transfer,
assignment, pledge or other disposition of any of the issued and outstanding
shares of stock of the Borrower, to any Persons or group of Persons where
subsequent to such issuance or transfer, the Persons or group of Persons would
beneficially own more than 50% of the outstanding shares of Borrower, without
the prior written consent of the Lender.


                                      -18-
<PAGE>


                                   ARTICLE VII
                     Events of Default, Rights and Remedies

         Section 7.01 Events of Default. "Event of Default" wherever used
herein, means any one of the following events:

                  (a) A default in the payment of any amount due under the
         Revolving Note when it becomes due and payable; or

                  (b) A default in the payment of any fees, costs or expenses
         required to be paid by the Borrower under this Agreement or any of the
         other Loan Documents for a period of five (5) Business Days after
         notice from the Lender; or

                  (c) A default in the performance, or breach, of any covenant
         or agreement on the part of the Borrower contained in Article VI of
         this Agreement and the continuance of such default or breach for a
         period of five (5) Business Days; or

                  (d) A default in the performance, or breach, of any covenant
         or agreement on the part of the Borrower contained in Section 5.01 of
         this Agreement and the continuance of such default or breach for a
         period of five (5) Business Days; or

                  (e) A default in the performance, or breach, of any covenant
         or agreement on the part of the Borrower contained in Sections 5.08,
         5.09, 5.10 or 5.11 of this Agreement and the continuance of such
         default or breach for a period of thirty (30) Business Days; or

                  (f) Default in the performance, or breach, of any covenant or
         agreement on the part of the Borrower contained in this Agreement or
         the Loan Documents (other than a covenant or agreement a default in
         whose performance or whose breach is elsewhere in this Section
         specifically dealt with) and the continuance of such default or breach
         for a period of thirty (30) days after written notice thereof from the
         Lender to the Borrower; or

                  (g) The Borrower shall be or become insolvent, or admit in
         writing its inability to pay its debts as they mature, or make an
         assignment for the benefit of creditors; or the Borrower shall apply
         for or consent to the appointment of any receiver, trustee, or similar
         officer for it or for all or any substantial part of its property; or
         such receiver, trustee or similar officer shall be appointed without
         the application or consent of the Borrower; or the Borrower shall
         institute (by petition, application, answer, consent or otherwise) any
         bankruptcy, insolvency, reorganization, arrangement, readjustment of
         debt, dissolution, liquidation or similar proceeding relating to it
         under the laws of any jurisdiction; or any such proceeding shall be
         instituted (by petition, application or otherwise) against the
         Borrower; or any judgment, writ, warrant of attachment or execution or
         similar process shall be issued or levied against a substantial part of
         the property of the Borrower; or

                  (h) A petition shall be filed by or against the Borrower under
         the United States Bankruptcy Code naming the Borrower as debtor; or

                  (i) Any representation or warranty made by the Borrower in any
         Loan Document or by the Borrower (or any of its officers) in any
         certificate, instrument, or


                                      -19-
<PAGE>


         statement contemplated by or made or delivered pursuant to or in
         connection with the Loan Documents, shall prove to have been incorrect
         in any material respect when made; or

                  (j) The rendering against the Borrower of a final judgment,
         decree or order for the payment of money in excess of $50,000 and the
         continuance of such judgment, decree or order unsatisfied and in effect
         for any period of thirty (30) consecutive days without a stay of
         execution; or

                  (k) A default under any bond, debenture, note or other similar
         evidence of indebtedness of more than $50,000 of the Borrower owed to
         any Person other than the Lender, or under any indenture or other
         instrument under which any such evidence of indebtedness has been
         issued or by which it is governed and the expiration of the applicable
         period of grace, if any, specified in such evidence of indebtedness,
         indenture or other instrument, which default is not being contested in
         good faith by the Borrower by appropriate proceedings (with adequate
         reserves being provided by the Borrower), and the Borrower has received
         thirty (30) days' written notice thereof from the Lender; or

                  (l) Any Reportable Event, which the Lender determines in good
         faith might constitute grounds for the termination of any Plan or for
         the appointment by the appropriate United States District Court of a
         trustee to administer any Plan, shall have occurred and be continuing
         thirty (30) days after written notice to such effect shall have been
         given to the Borrower by the Lender; or a trustee shall have been
         appointed by an appropriate United States District Court to administer
         any Plan; or the Pension Benefit Guaranty Corporation shall have
         instituted proceedings to terminate any Plan or to appoint a trustee to
         administer any Plan; or the Borrower shall have filed for a distress
         termination of any Plan under Title IV of ERISA; or the Borrower shall
         have failed to make any quarterly contribution required with respect to
         any Plan under Section 412(m) of the Internal Revenue Code of 1986, as
         amended, which the Lender determines in good faith may by itself, or in
         combination with any such failures that the Lender may determine are
         likely to occur in the future, result in the imposition of a lien on
         the assets of the Borrower in favor of the Plan; or

                  (m) An event of default shall occur under the Security
         Agreement or under any other security agreement, mortgage, deed of
         trust, assignment or other instrument or agreement securing any
         obligations of the Borrower hereunder or under the Note; or

                  (n) The Borrower shall liquidate, dissolve, terminate or
         suspend its business operations or otherwise fail to operate its
         business in the ordinary course, or sell all or substantially all of
         its assets, without the prior written consent of the Lender; or

                  (o) A default in the payment of any amount owed by the
         Borrower to the Lender other than any indebtedness arising hereunder or
         under the Revolving Note and the expiration of the applicable period of
         grace if any; or

                  (p) The Borrower shall fail to pay, withhold, collect or remit
         any tax or tax deficiency when assessed or due (other than any tax
         deficiency which is being contested in good faith and by proper
         proceedings and for which it shall have set aside on its books adequate
         reserves therefor) or notice of any state or federal tax liens shall be
         filed or issued.


                                      -20-
<PAGE>


                  (q) The Lender shall determine that the due and punctual
         payment of the Revolving Note is materially impaired.

         Section 7.02 Rights and Remedies. Upon the occurrence of an Event of
Default or at any time thereafter until such Event of Default is cured to the
written satisfaction of the Lender, the Lender may exercise any or all of the
following rights and remedies:

                  (a) The Lender may, by notice to the Borrower, declare the
         entire unpaid principal amount the Note, all interest accrued and
         unpaid thereon, and all other amounts payable under the Loan Documents
         to be forthwith due and payable, whereupon the Revolving Note, all such
         accrued interest and all such amounts shall become and be forthwith due
         and payable, without presentment, demand, protest or further notice of
         any kind, all of which are hereby expressly waived by the Borrower;

                  (b) The Lender may, without prior notice to the Borrower and
         without further action, apply or offset against any and all money of
         the Borrower maintained in any account with the Lender to the payment
         of the Revolving Note, including interest accrued thereon, and of all
         other sums then owing by the Borrower hereunder; provided, however,
         after the completion of any such application by the Lender, the Lender
         will promptly provide written notice of such application to the
         Borrower;

                  (c) The Lender may exercise and enforce its rights and
         remedies under the Security Agreement and under any other Loan
         Documents;

                  (d) The Borrower hereby grants the Lender the right to possess
         and hold the Premises, subject to the following terms and conditions:

                           (i) The Lender may take possession of the Premises
                  only upon the occurrence of an Event of Default;

                           (ii) The Lender may use the Premises only to hold,
                  process, manufacture and sell or otherwise dispose of goods
                  which are inventory, or to provide services under contracts
                  for receivable, or to use, operate, store, liquidate or
                  realize upon goods which are equipment or any other Collateral
                  and for other purposes which the Lender may in good faith deem
                  to be related or incidental purposes;

                           (iii) The right of the Lender to hold the Premises
                  shall cease and terminate upon the earlier of (A) payment in
                  full and discharge of all indebtedness under this Agreement;
                  (B) final sale or disposition of all goods constituting
                  Collateral (including both inventory and equipment) and
                  delivery of all such goods to purchasers;

                           (iv) The Lender shall not be obligated to pay or
                  account for any rent or other compensation for this grant or
                  for the possession, occupancy or use of any of the Premises;
                  and

                           (v) The Borrower acknowledges and agrees that the
                  breach of this grant is not fully compensable by money
                  damages, and that, accordingly, this grant may be enforced by
                  an action for specific performance.


                                      -21-
<PAGE>


                  (e) The Lender may exercise any other rights and remedies
         available to it by law or agreement.

Notwithstanding the foregoing, upon the occurrence of an Event of Default
described in Section 7.01(h) hereof, the entire unpaid principal amount of the
Revolving Note, all interest accrued and unpaid thereon, and all other amounts
payable under the Loan Documents shall be immediately due and payable without
presentment, demand, protest or notice of any kind.

                                  ARTICLE VIII
                                  Miscellaneous

         Section 8.01 No Waiver; Cumulative Remedies. No failure or delay on the
part of the Lender in exercising any right, power or remedy under the Loan
Documents shall operate as a waiver thereof; nor shall any single or partial
exercise of any such right, power or remedy preclude any other or further
exercise thereof or the exercise of any other right, power or remedy under the
Loan Documents. The remedies provided in the Loan Documents are cumulative and
not exclusive of any remedies provided by law.

         Section 8.02 Amendments, Etc. No amendment, modification, termination
or waiver of any provision of any Loan Document or consent to any departure by
the Borrower therefrom shall be effective unless the same shall be in writing
and signed by the Lender and by an authorized officer of the Borrower, and then
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given. No notice to or demand on the Borrower in
any case shall entitle the Borrower to any other or further notice or demand in
similar or other circumstances.

         Section 8.03 Addresses for Notices, Etc. Except as otherwise expressly
provided herein, all notices, requests, demands and other communications
provided for under the Loan Documents shall be in writing and shall be (a)
personally delivered, (b) sent by first class United States mail, (c) sent by
overnight courier of national reputation, or (d) transmitted by telecopy, in
each case addressed to the party to whom notice is being given at its address as
set forth below and, if telecopied, transmitted to that party at its telecopier
number set forth below:

         If to the Borrower:

         ACI Telecentrics, Inc.
         3100 West Lake Street
         Minneapolis, Minnesota 55416-4510
         Telecopier: (612) 928-4776
         ATTN: Russ Jackson, Controller

         If to Lender:

         National City Bank of Minneapolis
         651 Nicollet Avenue
         Minneapolis, Minnesota 55402
         Telecopier: (612) 904-8015
         ATTN: Peter H. Archibald, Vice President


                                      -22-
<PAGE>


or, as to each party, at such other address or telecopier number as may
hereafter be designated by such party in a written notice to the other party
complying as to delivery with the terms of this Section. All such notices,
requests, demands and other communications shall be deemed to have been given on
(a) the date received if personally delivered, (b) two (2) Business Days after
deposit in the mail if delivered by mail, (c) one Business Day after sending if
sent by overnight courier, or (d) the date of transmission if delivered by
telecopy.

         Section 8.04 Costs and Expenses. The Borrower agrees to pay on demand
all costs and expenses incurred by the Lender in connection with the
negotiation, preparation, execution, administration, amendment, auditing or
enforcement of the Loan Documents and the other instruments and documents to be
delivered thereunder, including the reasonable fees and out-of-pocket expenses
of counsel for the Lender with respect thereto.

         Section 8.05 Execution in Counterparts. This Agreement and the Security
Agreement may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which
counterparts of this Agreement or the Security Agreement, as the case may be,
taken together, shall constitute but one and the same instrument.

         Section 8.06 Binding Effect, Assignment. The Loan Documents shall be
binding upon and inure to the benefit of the Borrower and the Lender and their
respective successors and assigns, except that the Borrower shall not have the
right to assign its rights thereunder or any interest therein without the prior
written consent of the Lender.

         Section 8.07 Governing Law. The Loan Documents shall be governed by,
and construed in accordance with, the laws of the State of Minnesota.

         Section 8.08 Further Documents. The Borrower will from time to time
execute and deliver or endorse any and all instruments, documents, conveyances,
assignments, security agreements, financing statements and other agreements and
writings that the Lender may reasonably request in order to secure, protect,
perfect or enforce the Lender's Security Interest in the Collateral or the
rights of the Lender under the Loan Documents (but any failure to request or
assure that the Borrower executes, delivers or endorses any such item shall not
affect or impair the validity, sufficiency or enforceability of this Agreement
and the security interest in the Collateral, regardless of whether any such item
was or was not executed, delivered or endorsed in a similar context or on a
prior occasion).

         Section 8.09 Indemnity. In addition to the payment of costs and
expenses pursuant to Section 8.04 hereof and the environmental indemnity
pursuant to Section 5.03 hereof, the Borrower agrees to indemnify, defend and
hold harmless the Lender, and any of its participants, parent corporations,
subsidiary corporations, affiliated corporations, successor corporations, and
all present and future officers, directors, employees and agents of the
foregoing (the "Indemnitees"), from and against (i) any and all transfer taxes,
documentary taxes, assessments or charges made by any governmental authority by
reason of the execution and delivery of this Agreement and the other Loan
Documents or the making of the borrowings hereunder, and (ii) any and all
liabilities, losses, damages, penalties, judgments, suits, claims, costs and
expenses of any kind or nature whatsoever (including, without limitation, the
reasonable fees and disbursements of counsel) in connection with any
investigative, administrative or judicial proceedings, whether or not such
Indemnitee shall be designated a party thereto, which may be imposed on,
incurred by or


                                      -23-
<PAGE>


asserted against such Indemnitee, in any manner relating to or arising out of or
in connection with the making of the borrowings hereunder, this Agreement and
all other Loan Documents or the use or intended use of the proceeds of the
borrowings hereunder (the "Indemnified Liabilities"); provided, however, the
Borrower shall not be required to indemnify the Indemnitees for any liabilities,
losses, damages, penalties, judgments, suits, claims, costs or expenses to the
extent caused by such Indemnitees' gross negligence or willful misconduct or by
such Indemnitees' violation of banking laws. If any investigative, judicial or
administrative proceeding arising from any of the foregoing is brought against
any Indemnitee, upon request of such Indemnitee, the Borrower, or counsel
designated by the Borrower and reasonably satisfactory to the Indemnitee, will
resist and defend such action, suit or proceeding to the extent and in the
manner agreed upon by the Indemnitee and the Borrower, at the Borrower's sole
cost and expense. Each Indemnitee will use its best efforts to cooperate in the
defense of any such action, suit or proceeding. If the foregoing undertaking to
indemnify, defend and hold harmless may be held to be unenforceable because it
violates any law or public policy, the Borrower shall nevertheless make the
maximum contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law. The obligation of the
Borrower under this Section 8.09 shall survive the termination of this
Agreement.

         Section 8.10 Severability of Provisions. Any provision of this
Agreement which is prohibited or unenforceable shall be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof.

         Section 8.11 Headings. Article and Section headings in this Agreement
are included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose.

         Section 8.12 Confidentiality. The Lender agrees to keep confidential
(and to cause its respective officers, directors, employees, agents and
representatives to keep confidential) all information, materials and documents
furnished to the Lender (the "Disclosed Information"). Notwithstanding the
foregoing, the Lender shall be permitted to disclose Disclosed Information (i)
to such of its officers, directors, employees, agents and representatives as
need to know such Disclosed Information in connection with its participation in
the transaction contemplated by this Agreement (which officers, directors,
employees, agents and representatives the Lender shall cause to keep
confidential the Disclosed Information); (ii) to the extent required by
applicable laws and regulations or by any subpoena or similar legal process, or
requested by any governmental agency or authority; (iii) to the extent such
Disclosed Information (A) becomes publicly available other than as a result of a
breach of this Section, (B) becomes available to the Lender on a
non-confidential basis from a source other than the Borrower or (C) was
available to the Lender on a non-confidential basis prior to its disclosure to
the Lender by the Borrower; (iv) to the extent the Borrower shall have consented
to such disclosure in writing; (v) in connection with the enforcement of any
rights or remedies or the sale of any collateral pursuant to the provisions of
any of the Loan Documents; or (vi) in connection with any potential assignment
or participation, provided that the prospective assignee or participant shall
have agreed in writing prior to receipt of any Disclosed Information to be bound
by the confidentiality provisions of this Section.


                                      -24-
<PAGE>


                                   ARTICLE IX
                                  Reaffirmation

         The Borrower hereby reaffirms and ratifies all of the terms and
conditions of the Original Agreement, the Loan Documents, and all certificates,
schedules, and all other documents heretofore submitted, executed and/or
delivered to the Lender and agrees that the same shall remain in full force and
effect. The execution of this Agreement by the Lender shall not constitute a
waiver of any of the Lender's rights pursuant to the Original Agreement, or any
certificate, schedule or document delivered in connection therewith or
thereunder, unless the Lender specifically waives the Event of Default, in
writing, in this Agreement or in any letter signed by the Lender and delivered
herewith.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.


                                       BORROWER:


                                       ACI TELECENTRICS, INCORPORATED,
                                       a Minnesota corporation



                                       -----------------------------------------
                                       By:
                                            ------------------------------------
                                            Its:
                                                  ------------------------------


                                       LENDER:

                                       NATIONAL CITY BANK OF MINNEAPOLIS,
                                       a national banking association



                                       -----------------------------------------
                                       By:  Peter H. Archibald
                                            Its:  Vice President


                                      -25-